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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): December 17, 2024

 

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

New York   814-00235   16-0961359

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

1405 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:

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.10 par value   RAND   Nasdaq Capital Market

 

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 7.01. Regulation FD Disclosure.

 

On December 17, 2024, Rand Capital Corporation (the “Company”) began to send to its shareholders of record as of December 16, 2024 a notice regarding the election to be made by its shareholders in connection with the dividend announced by the Company on December 5, 2024 and payable by the Company on January 24, 2025 (the “Shareholder Notice”), along with the accompanying dividend election form (the “Election Form”), copies of which are attached hereto as Exhibits 99.1 and 99.2, respectively.

 

The information contained in this Current Report on Form 8-K, including the Shareholder Notice and Election Form, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

  Description of Exhibit
99.1   Notice to Shareholders, dated December 17, 2024.
     
99.2   Rand Capital 2024 Dividend Election Form.
     
 104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

 

 

 

 

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.

 

  RAND CAPITAL CORPORATION
     
Date: December 17, 2024    
     
  By: /s/ Daniel Penberthy
  Name: Daniel Penberthy
  Title: Chief Executive Officer