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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): September 11, 2025
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 4.01 Changes in Registrant’s Certifying Accountant.
(a) Replacement of Previous Independent Registered Public Accounting Firm
On
September 11, 2025, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Rand
Capital Corporation (the “Company”) and the Board each approved the replacement of Freed Maxick, P.C. (“FM”)
as the Company’s independent registered public accounting firm, due to the acquisition of certain assets of FM by Withum Smith+Brown,
PC (“Withum”), effective immediately, and informed FM of such replacement on the date thereof (the “Replacement”).
The
audit reports of FM on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2024
did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During
the Company’s fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through September 11, 2025, (i)
there were no “disagreements,” as defined in Item 304(a)(1)(iv) of Regulation S-K, with FM on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of FM, would have caused FM to make reference to the subject matter of the disagreement(s) in connection with its reports on the Company’s
consolidated financial statements for such period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v)
of Regulation S-K.
The
Company provided FM with a copy of the disclosures in this Current Report on Form 8-K and requested that FM furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the Company’s statements herein.
A copy of such letter, which is dated September 11, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Appointment of New Independent Registered Public Accounting Firm
In
connection with the Replacement, on September 11, 2025, the Audit Committee and the Board each approved the engagement of Withum as the
Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, effective immediately.
During
the fiscal years ended December 31, 2023 and 2024, and the subsequent interim period through September 11, 2025, neither the Company
nor anyone acting on its behalf consulted with Withum regarding (i) the application of accounting principles to any specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither
a written report nor oral advice was provided to the Company that Withum concluded was an important factor considered by the Company
in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of
a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in
Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description
of Exhibit |
| 16.1 |
|
Letter of Freed Maxick, P.C., dated September 11, 2025. |
| |
|
|
| 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: September 11, 2025 |
|
|
| |
|
|
|
| |
By:
|
/s/
Margaret Brechtel |
| |
Name: |
Margaret Brechtel |
| |
Title: |
Chief Financial Officer |
