RAND CAPITAL CORP — Capital/Financing Update 2019

Oct 22, 2019

8-K 1 form8-k.htm

Field: Rule-Page

Field: /Rule-Page

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): October 16, 2019

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) |

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:

| [ ] | 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. [ ]

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

Item 8.01. Other Events.

Rand Capital Corporation (“Rand”) announced that, on October 16, 2019, its wholly-owned subsidiary, Rand Capital SBIC, Inc., received approval from the U.S. Small Business Administration for Rand to proceed with the following pending transaction. East Asset Management (“East”) will purchase 8,333,333.33 shares of Rand’s common stock, par value $0.10 per share, at a purchase price of $3.00 per share for an aggregate purchase price of $25,000,000, which consideration is to be paid to Rand partially in cash and partially through the contribution of existing loans and other securities (the “Transaction”). Rand now expects the Transaction to close in November 2019.

Field: Page; Sequence: 2

Field: /Page

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.

Date:
October 22, 2019
By:	/s/
Allen F. Grum
Name:	Allen
F. Grum
Title:	President
and Chief Executive Officer

Field: Page; Sequence: 3

Field: /Page