GAUZ News & Events

Gauzy received a letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that it is not in compliance with Nasdaq's continued listing requirements related to board and committee independence. This press release is issued pursuant to Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification. The notification has no immediate effect on the listing of the Company's ordinary shares, which will continue to trade uninterrupted on Nasdaq under the ticker "GAUZ." The notice was issued following the recent resignations of two members of the Company's Board of Directors, which resulted in the Board being comprised solely of non-independent directors. As a result, the Company does not currently meet the continued listing requirements under Nasdaq Listing Rules 5605(b)(1), 5605(c)(2), and 5605(d)(2), which relate to the composition of the Board of Directors and the audit and compensation committees. Under Nasdaq rules, Gauzy has 45 calendar days, until March 20, 2026, to either appoint sufficient candidates to its Board of Directors to meet the Nasdaq listing requirements or to submit to Nasdaq a plan to regain compliance. If Nasdaq accepts the Company's plan, Nasdaq may grant an extension of up to 180 calendar days from the date of the notice for the Company to evidence compliance. If Nasdaq fails to accept a compliance plan presented by the Company, the Company will receive written notification that its securities are subject to delisting, and it would have the right to a hearing before an independent panel pursuant to the procedures set forth in the applicable Nasdaq Listing Rules. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process. However, there can be no assurance, if the Company does appeal the determination by Nasdaq to the hearings panel, that such appeal would be successful. The Company is actively engaged in the process of identifying and evaluating qualified independent director candidates and remains committed to maintaining strong corporate governance practices.

The Company disclosed that board members Alejandro Weinstein and Yishai Klein have stepped down from their positions as directors to pursue other interests. Both Mr. Weinstein and Mr. Klein have expressed their continued support for Gauzy and remain committed to assisting the Company in its ongoing efforts to execute business operations, strategic initiatives, and secure additional funding beyond the investments announced today.

Gauzy raised an aggregate of $12M in new cash funding through privately negotiated transactions with existing investors and stakeholders led by Chutzpah Holdings and Orion Infrastructure Capital, an existing senior lender, to advance the operational objectives of the Company and its subsidiaries. The financing framework is intended to provide liquidity, reinforce operational execution, and preserve long-term value creation. The Company is continuing to work with its existing stakeholders to secure additional funding to achieve a well-funded, well-capitalized business and expects to provide additional updates on those efforts in the coming weeks. As previously disclosed, the Company and its subsidiaries are working to resolve the involuntary placement of certain French subsidiaries into insolvency proceedings. Gauzy has already provided nearly $8M in funds to these subsidiaries, intended to help strengthen their financial position. The subsidiaries have already filed an appeal to the findings with the French Commercial Court of Lyon, and the Company's management continues to work collaboratively with administrators in overseeing the process. Management has also engaged with clients, suppliers, authorities, and employees on these processes. Gauzy's French-based subsidiaries continue business operations in an effort to meet customer demand while continuing its strategies to secure new business.

Research Frontiers (REFR) highlighted the strong industry interest in SPD-SmartGlass at last week's ECV Automotive Glazing Summit in Detroit, where Research Frontiers President & CEO Joseph M. Harary served as Chairman of the event and delivered the keynote address. The summit brought together automakers, Tier-1 suppliers, glass manufacturers, and technology innovators to discuss next-generation automotive glazing and its role in vehicle comfort, safety, and energy efficiency. Across multiple sessions, attendees emphasized that variable-tint glazing has moved from an emerging concept to an essential feature for modern vehicle programs, with benefits for both internal combustion engine and electric vehicles. In addition to OEM and Tier-1 participation, the summit also included key contributions from Gauzy (GAUZ), a licensee of Research Frontiers and manufacturer of SPD light-control film. Gauzy attended the conference and participated in the panel discussion moderated by Mr. Harary, offering insights into film production capabilities, global scaling, and integration within next-generation vehicle programs. During the summit, Mr. Harary highlighted the growing number of OEM programs evaluating or actively using SPD-SmartGlass-from premium vehicles to next-generation EV platforms. Attendees responded positively to SPD's real-world performance in production models such as the Ferrari Purosangue, Cadillac Celestiq, and a number of car models from McLaren and Mercedes. The conference concluded with significant interest from automakers seeking follow-up demonstrations, technical workshops, and design-in support for upcoming vehicle cycles. Several OEM teams have already scheduled additional sessions with Research Frontiers and its licensees.