Current Report Filing (8-k)
May 21 2020 - 5:01PM
Edgar (US Regulatory)
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): May 18, 2020
RAND
CAPITAL CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
New
York
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814-00235
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16-0961359
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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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:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.10 par value
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RAND
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Nasdaq
Capital Market
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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
3.03.
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Material
Modification to Rights of Security Holders.
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To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
May 18, 2020, Rand Capital Corporation (the “Company”) filed a Certificate of Amendment (the “Certificate of
Amendment”) to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”)
with the Secretary of State of the State of New York to effect a 1-for-9 reverse stock split (the “Reverse Stock Split”),
effective as of May 21, 2020, of the outstanding shares of the Company’s common stock, par value $0.10 per share (the “Common
Stock”).
As
previously reported, on December 30, 2019, the Company held its 2019 annual meeting of shareholders, at which the Company’s
shareholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Common Stock at
a ratio of not less than 1-for-7 and not more than 1-for-10, with the exact ratio to be set within that range at the discretion
of the Company’s Board of Directors (the “Board”). On April 22, 2020, the Board approved the implementation
of the Reverse Stock Split at a ratio of 1-for-9.
As
a result of the Reverse Stock Split, every nine shares of issued and outstanding shares of Common Stock and shares of Common Stock
held as treasury shares will be automatically combined into one issued and outstanding share of Common Stock. No fractional shares
will be issued as a result of the Reverse Stock Split. Shareholders who would otherwise be entitled to a fractional share of Common
Stock as a result of the Reverse Stock Split are instead entitled to receive cash in lieu of such fractional shares. The Reverse
Stock Split will reduce the number of issued and outstanding shares of Common Stock from 23,845,470 shares and 23,304,424 shares,
respectively, to approximately 2,649,496 shares and 2,589,380 shares, respectively, subject to payment of cash in lieu of fractional
shares. The Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of Common
Stock.
The
foregoing summary of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein
by reference.
The
Company today issued a press release announcing that the Reverse Stock Split is to become effective on May 21, 2020 at 5:00 p.m.
ET. The Common Stock will begin trading on a split-adjusted basis on the Nasdaq Stock Market as of market open on May 22, 2020
under the new CUSIP number 752185 207. The trading symbol for the Common Stock will remain “RAND”. A
copy of the press release containing this information is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item
9.01
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Financial
Statements and Exhibits.
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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.
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RAND
CAPITAL CORPORATION
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Date:
May 21, 2020
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By:
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/s/
Allen F. Grum
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Name:
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Allen
F. Grum
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Title:
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President
and Chief Executive Officer
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