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): ~~August~~September 411, 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 24.~~02.~~01 ~~Results~~Changes ofin ~~Operations~~Registrant’s ~~and~~Certifying ~~Financial Condition~~Accountant.

~~On August 4, 2025, Rand Capital Corporation~~ (~~the “Company”~~a) ~~issued~~Replacement ~~a press release announcing its results for the second quarter ended June 30, 2025. A copy~~ of ~~the~~Previous ~~release~~Independent isRegistered ~~furnished~~Public ~~with~~Accounting ~~this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.~~Firm

~~The~~On ~~information~~September ~~contained~~11, in2025, ~~this~~the ~~report~~Audit ~~under~~Committee ~~Item~~(the ~~2.02~~“Audit isCommittee”) ~~being furnished and shall not be deemed filed for purposes~~ of ~~Section~~the 18Board of Directors (the ~~Securities~~ ~~Exchange~~“Board”) ~~Act~~ of ~~1934,~~Rand Capital asCorporation ~~amended~~ (the “~~Exchange Act~~Company”), orand ~~otherwise~~the ~~subject~~Board toeach approved the ~~liabilities~~replacement of ~~that~~Freed ~~section. The~~Maxick, ~~information contained in this report under Item 2~~P.02C. ~~shall~~(“FM”) as ~~not~~the beCompany’s ~~incorporated~~independent byregistered ~~reference~~public ~~into~~accounting ~~any~~firm, ~~registration~~due ~~statement~~to orthe ~~other document~~acquisition ~~filed~~of ~~pursuant~~certain toassets ~~the~~of ~~Securities~~FM ~~Act~~by ofWithum ~~1933~~Smith+Brown, PC ~~as amended~~(“Withum”), oreffective ~~the Exchange Act~~immediately, ~~except~~and asinformed ~~shall~~FM beof ~~expressly~~such ~~set~~replacement ~~forth~~on bythe ~~specific reference~~date inthereof ~~such~~(the ~~filing~~“Replacement”).

~~Item~~The audit ~~7.01.~~reports ~~Regulation~~of FDFM ~~Disclosure~~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.

~~The~~During the Company’s ~~has~~fiscal ~~updated~~years ~~its~~ended ~~earnings~~December ~~conference~~31, ~~call~~2023 ~~slide~~and ~~presentation~~2024, ~~for~~and the ~~second~~subsequent ~~quarter~~interim ~~ended~~period ~~June~~through 30September 11, 2025, ~~and~~(i) there ~~will~~were ~~make~~no it“disagreements,” ~~available on~~as ~~the~~defined ~~Company’s~~in ~~website~~Item at304(a)(1)(iv) ~~www.randcapital.com,~~of ~~under~~Regulation ~~“Investors”.~~S-K, ~~The~~with ~~slide~~FM ~~presentation~~on ~~will~~any bematter ~~referenced~~of ~~during~~accounting principles ~~the~~or ~~Company’s~~practices, ~~earnings~~financial ~~conference~~statement ~~call.~~disclosure, ~~The~~or ~~information~~auditing ~~found~~scope onor procedure, orwhich ~~otherwise~~disagreements, ~~accessible~~if ~~through~~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 ~~website~~ isconsolidated ~~not~~financial ~~incorporated~~statements byfor ~~reference~~such ~~herein~~period, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

~~Item~~The Company 9provided 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.01 A copy of such letter, which is dated September 11, 2025, is filed as Exhibit 16.1 ~~Financial~~to ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K.

(db) ~~Exhibits~~ Appointment of New Independent Registered Public Accounting Firm

Exhibit Number		Description of Exhibit
99.1		Press Release, dated August 4, 2025.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

~~SIGNATURES~~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.

~~Pursuant to~~Item ~~the~~9.01. ~~requirements~~Financial ofStatements ~~the~~and ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

	RAND CAPITAL CORPORATION
Date: August 4, 2025
	By:	/s/ Margaret Brechtel
	Name:	Margaret Brechtel
	Title:	Chief Financial Officer

(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

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