UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 3, 2020

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

2200 Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices)(Zip Code)

(716) 853-0802

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Item 8.01. Other Events.

On March 3, 2020, the Board of Directors of Rand Capital Corporation (the “Company”) declared a special dividend on the Company’s outstanding shares of common stock of $1.62 per share payable on May 11, 2020 to shareholders of record as of the close of business on April 2, 2020. The special dividend will be paid in cash or shares of the Company’s common stock at the election of each shareholder, although the total amount of cash to be distributed to all shareholders will be limited to 20% of the total special dividend to be paid to all shareholders. The remainder of the special dividend (80%) will be paid in the form of shares of the Company’s common stock. The exact distribution of cash and stock to any given shareholder will be dependent upon his or her election as well as elections of other shareholders, subject to the pro-rata limitation described above. The news release containing this information is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated March 3, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.