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): May 529, 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 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On May 529, 2025, Rand Capital Corporation (the “Company”) ~~issued~~was anotified ~~press~~that ~~release~~Tilson ~~announcing~~Technology ~~its~~Management, ~~results~~Inc. ~~for~~(“Tilson Technology”) ~~the~~and ~~first~~its ~~quarter ended~~wholly-owned ~~March~~subsidiaries 31Tilson Middle Street Holding, ~~2025.~~LLC Aand ~~copy~~Boundless ofBroadband, ~~the~~LLC ~~release~~each isfiled ~~furnished~~a ~~with~~voluntary petition ~~this~~for ~~report~~relief asunder ~~Exhibit~~Chapter 9911 of the U.1S. ~~and~~Bankruptcy isCode ~~incorporated~~in bythe ~~reference~~United ~~into~~States ~~this~~Bankruptcy Court, District of Delaware (the “Tilson ~~Item~~Chapter 211 Proceedings”).~~02.~~

The ~~information~~Company ~~contained~~owns in120,000 ~~this~~shares ~~report~~of ~~under~~Series ~~Item~~B ~~2.02~~preferred isstock, ~~being~~21,391 ~~furnished~~shares ~~and~~of ~~shall~~Series ~~not~~C bepreferred ~~deemed~~stock, ~~filed~~70,176 ~~for~~shares ~~purposes~~ of ~~Section~~Series 18D ~~of the~~preferred ~~Securities~~stock, ~~Exchange~~15,385 ~~Act~~shares of ~~1934,~~Series asE ~~amended~~preferred ~~(the~~stock ~~“Exchange~~and ~~Act”)~~23,077 orshares ~~otherwise~~of ~~subject~~Series toF ~~the~~preferred ~~liabilities~~stock of ~~that~~Tilson ~~section. The~~Technology ~~information~~(collectively ~~contained~~“Tilson Technology inPreferred ~~this~~Stock”). ~~report~~As ~~under~~of ~~Item~~March ~~2.02~~31, ~~shall~~2025, ~~not~~the beCompany’s ~~incorporated~~investment byin ~~reference~~Tilson ~~into~~Technology ~~any~~Preferred ~~registration~~Stock ~~statement~~had ~~or other~~an ~~document~~aggregate ~~filed~~cost ~~pursuant~~basis ~~to the Securities Act~~ of ~~1933~~$2, ~~as amended~~850,015 orand ~~the~~an ~~Exchange~~aggregate ~~Act,~~fair ~~except~~value asof ~~shall be expressly set forth by specific reference in such filing~~$9,500,000.

~~Item~~The Company’s 7investment in Tilson Technology Preferred Stock represented approximately 14.016% of the Company’s net assets as of March 31, 2025 and approximately 15.3% ~~Regulation~~of FDthe ~~Disclosure~~Company’s total investments at fair value as of March 31, 2025.

The Company ~~has~~also ~~updated~~separately ~~its~~owns ~~earnings~~211,567 ~~conference~~Class ~~call~~A-1 ~~slide~~units ~~presentation~~and ~~for~~250 Class D-1 units (collectively the ~~first~~“SQF ~~quarter~~Units”) of SQF ~~ended~~Holdco ~~March~~LLC 31(“SQF”), ~~2025~~which is an affiliated, ~~and~~but ~~will~~separate ~~make~~company itfrom ~~available~~Tilson onTechnology ~~the~~and ~~Company’s~~is ~~website~~not atpart ~~www.randcapital.com,~~of ~~under~~the ~~“Investors”.~~Tilson Chapter ~~The~~11 ~~slide~~Proceedings. ~~presentation~~As ~~will~~of beMarch ~~referenced~~31, ~~during~~2025, the Company’s ~~earnings~~investment ~~conference~~in ~~call.~~the ~~The~~SQF ~~information~~Units ~~found~~had ~~on,~~an oraggregate ~~otherwise accessible~~costs ~~through,~~basis ~~the~~of ~~Company’s~~$250,000 ~~website~~and an isaggregate ~~not~~fair ~~incorporated~~value byof ~~reference herein~~$2,000,000.

~~Item~~As this ~~9.01.~~time, ~~Financial~~Company ~~Statements~~management is closely monitoring the Tilson Chapter 11 Proceedings and ~~Exhibits~~is in the process of evaluating the impact of the Tilson Chapter 11 Proceedings on the Company’s investment in Tilson Technology Preferred Stock.

(d) Exhibits

Exhibit Number		Description of Exhibit
99.1		Press Release, dated May 5, 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: May 5, 2025
Date: May 30, 2025
	By:	/s/ ~~Margaret~~Daniel ~~Brechtel~~P. Penberthy
	Name:	~~Margaret~~Daniel ~~Brechtel~~P. Penberthy
	Title:	Chief ~~Financial~~Executive Officer

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