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): November 12, 2021 (November 8, 2021)

Rand Capital Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (716) 853-0802

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 10, 2021, Rand Capital SBIC, Inc. (the “Company”), a wholly owned subsidiary of Rand Capital Corporation (“Rand”), filed a Restated Certificate of Incorporation, as amended (the “Restated Certificate”), with the Secretary of State of the State of New York. The Restated Certificate was approved by the Company’s Board of Directors and by Rand as the Company’s sole shareholder on October 29, 2021, subject to the U.S. Small Business Administration’s (the “SBA”) acceptance of the Company’s surrender of its small business investment company (“SBIC”) license. On November 8, 2021, the Company received confirmation that the SBA had accepted its SBIC license surrender and on November 10, 2021, the Company filed the Restated Certificate with the Secretary of State of New York. The Restated Certificate reflects the Company’s name change to Rand Capital Sub, Inc. The Restated Certificate also reflects amendments removing all references to the Company’s prior status as an SBIC, in connection with the Company’s recent decision to surrender its SBIC license to the SBA. The Restated Certificate became effective upon filing with the Secretary of State of the State of New York. The foregoing summary of the Restated Certificate does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On October 29, 2021, the Board of Directors of the Company also approved an Amended and Restated Bylaws (the “Amended Bylaws”) to conform to the Company’s new name and remove all references to the Company’s prior status as an SBIC. The Amended Bylaws became effective upon the SBA’s acceptance of the Company’s SBIC license surrender, which was received by the Company on November 8, 2021. The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01. Exhibits.

(d) Exhibits:

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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