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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): November 7, 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
2.02. | Results of Operations
and Financial Condition. |
On
November 7, 2025, Rand Capital Corporation (the “Company”) issued a press release announcing its results for the third quarter
ended September 30, 2025. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this
Item 2.02.
The
information contained in this report under Item 2.02 is being furnished and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section.
The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other
document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
| Item
7.01. | Regulation FD
Disclosure. |
The
Company has updated its earnings conference call slide presentation for the third quarter ended September 30, 2025, and will make it
available on the Company’s website at www.randcapital.com, under “Investors”. The slide presentation will be referenced
during the Company’s earnings conference call. The information found on, or otherwise accessible through, the Company’s website
is not incorporated by reference herein.
| Item
9.01. | Financial Statements
and Exhibits. |
(d)
Exhibits
Exhibit
Number |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release, dated November 7, 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:
November 7, 2025 |
|
|
| |
|
|
| |
By:
|
/s/
Margaret Brechtel |
| |
Name:
|
Margaret Brechtel |
| |
Title:
|
Chief Financial Officer |
