RAND / Rand Capital Corporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rand Capital Corporation
US ˙ NasdaqCM ˙ US7521852076

Mga Batayang Estadistika
CIK 81955
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rand Capital Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 4, 2025 8-K

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 4, 2025 RAND CAPITAL CORPO

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 4, 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

August 4, 2025 EX-99.1

Rand Capital Reports Second Quarter 2025 Results

Exhibit 99.1 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports Second Quarter 2025 Results ● Total investment income was $1.6 million, a 25% decrease from the prior-year period, primarily due to portfolio repayments and market slowdown in deal originations ● Net investment income rose to $2.5 million, or $0.83 per share, largely driven by a non-ca

August 4, 2025 10-Q

RAND CAPITAL CORPORATION AND SUBSIDIARIES Note 5. COMMITMENTS AND CONTINGENCIES Note 6. SENIOR SECURED REVOLVING CREDIT FACILITY Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults upon Senior S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

July 30, 2025 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 May 29, 2025 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI I

May 30, 2025 8-K

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 29, 2025 RAND CAPITAL CORPORA

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 29, 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 F

May 5, 2025 EX-99.1

Rand Capital Reports Increase in Net Investment Income for First Quarter 2025

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports Increase in Net Investment Income for First Quarter 2025 ● Total investment income was $2.0 million, a 3% decrease from the prior-year period, primarily due to the repayment of three debt instruments, partially offset by higher fee income ● Total expenses declined 36% year

May 5, 2025 8-K

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 5, 2025 RAND CAPITAL CORPORAT

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 5, 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 Fi

May 5, 2025 10-Q

RAND CAPITAL CORPORATION AND SUBSIDIARIES Note 5. COMMITMENTS AND CONTINGENCIES Note 6. SENIOR SECURED REVOLVING CREDIT FACILITY Item 1A. Risk Factors Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults upon Senior S

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

April 24, 2025 8-K

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): April 23, 2025 RAND CAPITAL CORPO

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): April 23, 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

March 18, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 18, 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

March 18, 2025 EX-99.1

Investor Presentation, dated March 18, 2025.

Exhibit 99.1

March 14, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 10, 2025 EX-97.1

Clawback Policy

EXHIBIT 97.1 RAND CAPITAL CORPORATION CLAWBACK POLICY Approved by the Board on October 18, 2023 I. Introduction. The Board has adopted this Policy to describe the circumstances in which Covered Persons will be required to repay or return Erroneously Awarded Compensation to the Company. This Policy is designed to comply with Section 10D of the Exchange Act and any applicable rules or standards adop

March 10, 2025 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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): March 10, 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

March 10, 2025 EX-19.1

Insider Trading Policy

EXHIBIT 19.1 RAND CAPITAL CORPORATION INSIDER TRADING POLICY This Insider Trading Policy (the “Policy”) describes the standards of Rand Capital Corporation (the “Company”) on trading in the Company’s securities; the securities of a publicly traded company in which the Company has made or is considering making an investment (each a “Portfolio Company”); or securities of other publicly traded compan

March 10, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

March 10, 2025 EX-99.1

Rand Capital Reports Strong 2024 Results with 17% Investment Income Growth, Increased Dividends, and Continued Strategic Debt Investments

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports Strong 2024 Results with 17% Investment Income Growth, Increased Dividends, and Continued Strategic Debt Investments ● Total investment income rose 11% to $2.1 million for the fourth quarter and was up 17% to $8.6 million for full year 2024, driven by growth in interest in

March 10, 2025 EX-21.1

Subsidiaries of Rand Capital Corporation. - Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., and Rand ITA Holdings Corp.

EXHIBIT 21.1 SUBSIDIARIES OF RAND CAPITAL CORPORATION Subsidiary Jurisdiction of Corporation Rand BMP Swanson Holdings Corp. New York Rand Capital Sub LLC New York Rand Carolina Skiff Holdings Corp. New York Rand DSD Holdings Corp. New York Rand Filterworks Holdings Corp. New York Rand FSS Holdings Corp. New York Rand INEA Holdings Corp. New York Rand ITA Holdings Corp. New York

March 6, 2025 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2024 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

January 17, 2025 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 24, 2024 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

January 13, 2025 8-K

Financial Statements and Exhibits, Other Events

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): January 13, 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) (Commissi

January 13, 2025 EX-99.1

Rand Capital Corporation Announces Shareholder Election Results for Fourth Quarter 2024 Stock and Cash Dividend

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Corporation Announces Shareholder Election Results for Fourth Quarter 2024 Stock and Cash Dividend BUFFALO, NY, January 13, 2025 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or the “Company”), a business development company providing alternative financing for lower middle mar

December 17, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 17, 2024 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Commiss

December 17, 2024 EX-99.1

THE ELECTION

Exhibit 99.1 IMPORTANT INFORMATION REGARDING CASH OR STOCK ELECTION IN CONNECTION WITH RAND CAPITAL CORPORATION’s (Nasdaq: RAND) DIVIDEND PAYABLE ON JANUARY 24, 2025 Shareholders can elect to receive cash or stock for Rand Capital Corporation’s Q4 2024 Dividend December 17, 2024 On December 5, 2024, the Board of Directors of Rand Capital Corporation (“Rand”) declared a dividend of $4.20 per share

December 17, 2024 EX-99.2

RAND CAPITAL CORPORATION DIVIDEND ELECTION FORM

Exhibit 99.2 RAND CAPITAL CORPORATION DIVIDEND ELECTION FORM You may elect to receive the Dividend, payable on January 24, 2025, in the form of cash or shares of common stock of Rand Capital Corporation by returning this Dividend Election Form. Prior to making an election, please read carefully and in its entirety the accompanying notice from Rand Capital Corporation, dated December 17, 2024, as a

December 5, 2024 8-K

Other Events, Financial Statements and Exhibits

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): December 5, 2024 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Commissi

December 5, 2024 EX-99.1

Rand Capital Corporation Declares $4.20 per Share Stock and Cash Dividend for Fourth Quarter 2024

Exhibit 99.1 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Corporation Declares $4.20 per Share Stock and Cash Dividend for Fourth Quarter 2024 BUFFALO, NY, December 5, 2024 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or the “Company”), a business development company providing alternative financing for lower middle market companies, announced to

November 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 R

September 20, 2024 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

40-17F2 1 form40-17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 July 9, 2024 2. State Identification Number: AL AK AZ AR

August 6, 2024 8-K

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 6, 2024 RAND CAPITAL CORPO

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 6, 2024 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

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

August 6, 2024 EX-99.1

Rand Capital Reports 18% Increase in Total Investment Income for Second Quarter 2024

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 18% Increase in Total Investment Income for Second Quarter 2024 ● Total investment income increased 18% to $2.1 million for the quarter compared with the second quarter last year driven by strong growth in interest income from an expanded portfolio of debt investments ● Ne

May 13, 2024 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 13, 2024 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 F

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

May 13, 2024 EX-99.1

Rand Capital Reports 12% Increase in Total Investment Income for First Quarter 2024

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 12% Increase in Total Investment Income for First Quarter 2024 ● Strategy focused on expanding portfolio composition with new debt investments drives total investment income growth of 12% to $2.1 million for the first quarter of 2024 ● Investment portfolio comprised of 70%

May 8, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 7, 2024 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 Fi

April 1, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 1, 2024 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

March 5, 2024 EX-99.1

Rand Capital Reports 27% Increase in Total Investment Income for 2023

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 27% Increase in Total Investment Income for 2023 ● Portfolio expansion centered on debt investments drives total investment income growth of 11% to $1.9 million for the fourth quarter and 27% to $7.3 million for full year 2023 ● Rand’s portfolio was comprised of 64% intere

March 5, 2024 EX-21.1

Subsidiaries of Rand Capital Corporation. - Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand INEA Holdings Corp., Rand ITA Holdings Corp., and Rand Somerset Holdings Corp.

EXHIBIT 21.1 SUBSIDIARIES OF RAND CAPITAL CORPORATION Subsidiary Jurisdiction of Corporation Rand BMP Swanson Holdings Corp. New York Rand Capital Sub LLC New York Rand Carolina Skiff Holdings Corp. New York Rand DSD Holdings Corp. New York Rand Filterworks Holdings Corp. New York Rand FSS Holdings Corp. New York Rand INEA Holdings Corp. New York Rand ITA Holdings Corp. New York Rand Somerset Hold

March 5, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

March 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 5, 2024 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

January 29, 2024 8-K

Other Events

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): January 24, 2024 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Commissi

November 21, 2023 CORRESP

14 Lafayette Square, Suite 1405 Buffalo, NY 14203 (716) 853-0802

14 Lafayette Square, Suite 1405 Buffalo, NY 14203 (716) 853-0802 November 21, 2023 VIA EDGAR Mr.

November 21, 2023 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 August 31, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA H

November 6, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 R

August 4, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 4, 2023 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

August 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

August 4, 2023 EX-99.1

Rand Capital Reports 34% Increase in Total Investment Income for Second Quarter 2023

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 34% Increase in Total Investment Income for Second Quarter 2023 ● Total investment income increased 34% to $1.8 million for the quarter compared with the second quarter last year driven by strong growth in interest and fee income ● Net asset value per share (“NAV”) was $23

June 30, 2023 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 April 27, 2023 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI

May 9, 2023 EX-99.1

Rand Capital Reports 65% Increase in Total Investment Income for First Quarter 2023

Exhibit 99.1 NEWS RELEASE 14 Lafayette Square, Suite 1405 • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 65% Increase in Total Investment Income for First Quarter 2023 ● Total investment income increased 65% to $1.85 million for the quarter compared with the first quarter last year driven by strong growth in interest, dividend and fee income ● First quarter net investment inc

May 9, 2023 8-K

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2023 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 Fi

May 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

April 20, 2023 8-K

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): April 19, 2023 RAND CAPITAL CORPO

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): April 19, 2023 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

March 17, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

March 17, 2023 ARS

ARS

March 16, 2023 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2022 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

March 10, 2023 EX-99.1

Rand Capital Reports 40% Increase in Total Investment Income for Fourth Quarter 2022

Exhibit 99.1 14 Lafayette Square, Suite 1405 ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Reports 40% Increase in Total Investment Income for Fourth Quarter 2022 ● Advanced portfolio transformation: Total investment income increased 40% to $1.7 million in the fourth quarter; Full year 2022 grew 41% to $5.8 million ● Fourth quarter net investment income per share increased to $0.48

March 10, 2023 EX-21.1

Subsidiaries of Rand Capital Corporation.—Rand BMP Swanson Holdings Corp., Rand Carolina Skiff Holdings Corp., Rand DSD Holdings Corp., Rand Filterworks Holdings Corp., Rand FSS Holdings Corp., Rand ITA Holdings Corp., and Rand Somerset Holdings Corp.

EX-21.1 EXHIBIT 21.1 Subsidiaries of Rand Capital Corporation Subsidiary Jurisdiction Of Corporation Rand BMP Swanson Hold Co., LLC New York Rand Capital Sub LLC New York Rand Carolina Skiff Holdings Corp. New York Rand DSD Holdings Corp. New York Rand Filterworks Holdings Corp. New York Rand FSS Holdings Corp. New York Rand ITA Holdings Corp. New York Rand Somerset Holdings Corp. New York

March 10, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 10, 2023 8-K

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): March 10, 2023 RAND CAPITAL CORPO

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): March 10, 2023 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

December 7, 2022 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

40-17F2 1 form40-17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 13, 2022 2. State Identification Number: AL AK A

November 7, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 d404870d10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commiss

August 15, 2022 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

40-17F2 1 form40-17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 July 21, 2022 2. State Identification Number: AL AK AZ A

August 8, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

June 27, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): June 27, 2022 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

June 27, 2022 EX-99.1

Rand Capital Secures $25 Million Senior Secured Credit Facility to Support Future Investments

Exhibit 99.1 14 Lafayette Square, Suite 1405 ? Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Secures $25 Million Senior Secured Credit Facility to Support Future Investments BUFFALO, NY, June 27, 2022 ? Rand Capital Corporation (Nasdaq: RAND) (?Rand? or the ?Company?), a business development company providing alternative financing for lower middle market companies, announced the closi

June 27, 2022 EX-10.3

Addendum to Line of Credit Note, dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.3 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022.

Exhibit 10.3 ADDENDUM TO LINE OF CREDIT NOTE Formula-Based Credit Borrower: RAND CAPITAL CORPORATION Initial Face Amount* of Note: $25,000,000.00 *(This information is for cross-reference purposes only. Any calculation of availability under the Note shall be determined based on the Maximum Principal Amount, subject to other terms and conditions as described in the Note and this Addendum, as any of

June 27, 2022 EX-10.2

Revolving Line Note, dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022.

Exhibit 10.2 REVOLVING LINE NOTE New York June 27, 2022 $25,000,000.00 BORROWER: RAND CAPITAL CORPORATION, a corporation organized under the laws of the State of New York having its chief executive office at 14 Lafayette Square, Suite 1405, Buffalo, NY 14203. BANK: M&T BANK, a New York banking corporation with its banking offices at One M&T Plaza, Buffalo, New York 14203, Attention: Office of the

June 27, 2022 EX-10.1

Credit Agreement, dated June 27, 2022, by and between Rand Capital Corporation, as borrower, and M&T Bank, as lender, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022.

Exhibit 10.1 CREDIT AGREEMENT New York June 27, 2022 Borrower: RAND CAPITAL CORPORATION, a corporation organized under the laws of the State of New York having its chief executive office at 14 Lafayette Square, Suite 1405, Buffalo, NY 14203. Bank: M&T BANK, a New York banking corporation with its chief executive office at One M&T Plaza, Buffalo, NY 14203. Attention: Office of General Counsel. BACK

June 27, 2022 EX-10.4

Variable Rate Rider (Daily Simple SOFR), dated June 27, 2022, by Rand Capital Corporation, as borrower, incorporated by reference to Exhibit 10.4 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022.

Exhibit 10.4 VARIABLE RATE RIDER (Daily Simple SOFR) Borrower: RAND CAPITAL CORPORATION Promissory Note Original/Maximum Principal Amount: $25,000,000.00 Promissory Note Date: June 27, 2022 DEFINITIONS. The above-referenced Promissory Note is referred to herein as the ?Note? and all references to the ?Note? shall be deemed to include the Note and this Rider. As used in the Note and this Rider, eac

June 27, 2022 EX-10.5

General Security Agreement, dated June 27, 2022, by Rand Capital Corporation and each of the subsidiaries listed therein, as debtors, in favor of Manufacturers and Traders Trust Company, as the secured party, incorporated by reference to Exhibit 10.5 to the Corporation’s Current Report on Form 8-K filed with the SEC on June 27, 2022.

Exhibit 10.5 GENERAL SECURITY AGREEMENT New York Debtor (Name): Rand Capital Corporation (Organizational Structure): corporation (State Law organized under): New York (Organizational Identification Number, if any; note that this is NOT a request for the Taxpayer Identification Number): 273023 (Address of residence/chief executive office): 14 Lafayette Square, Suite 1405, Buffalo, NY 14203 Debtor (

May 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

April 22, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): April 21, 2022 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

April 1, 2022 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

40-17F2 1 form40-17f2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2021 2. State Identification Number: AL AK

March 17, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ?240.

March 8, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capit

March 8, 2022 EX-21.1

Subsidiaries of Rand Capital Corporation.

EXHIBIT 21.1 Subsidiaries of Rand Capital Corporation Subsidiary Jurisdiction Of Corporation Rand BMP Swanson Hold Co., LLC New York Rand Capital Sub LLC New York Rand Carolina Skiff Holdings Corp. New York Rand DSD Holdings Corp. New York Rand Filterworks Holdings Corp. New York Rand ITA Holdings Corp. New York Rand Somerset Holdings Corp. New York

December 30, 2021 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events

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): December 30, 2021 (December 27, 2021) Rand Capital Corporation (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction (Commi

December 30, 2021 EX-2.1

Agreement and Plan of Merger, dated as of December 27, 2021, by and between Rand Capital Sub, Inc. and Rand Capital Sub, LLC, incorporated by reference to Exhibit 2.1 to the Corporation’s Current Report on Form 8-K, as filed with the SEC on December 30, 2021.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER BY WHICH RAND CAPITAL SUB, INC. MERGES WITH AND INTO RAND CAPITAL SUB LLC This Agreement and Plan of Merger (this ?Plan of Merger?), is made and entered into on December 27, 2021 by and among Rand Capital Sub, Inc. (the ?Merging Company?), a New York corporation originally formed as Rand Capital SBIC, Inc., and Rand Capital Sub LLC, a Delaware limited liabi

November 24, 2021 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 12, 2021 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

November 12, 2021 EX-3.2

Amended and Restated Bylaws, effective November 8, 2021

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF RAND CAPITAL SUB, INC. ARTICLE I Meetings of Shareholders Section1. Annual Meeting. The annual meeting of the shareholders of the corporation, for the election of directors and for the transaction of such other business as may be set forth in the notice of the meeting, shall be held each year at such time and such place within or without the State of New

November 12, 2021 EX-3.1

Restated Certificate of Incorporation, filed November 10, 2021

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF RAND CAPITAL SBIC, INC. Under Section 807 of the Business Corporation Law The undersigned, being of the age of eighteen years or over, for the purpose of amending and restating the corporation?s Certificate of Incorporation, pursuant to Section 807 of the Business Corporation Law of New York, does hereby certify: 1. The name under which the corp

November 12, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 12, 2021 (November 8, 2021) Rand Capital Corporation (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction (Commis

November 5, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 R

November 3, 2021 8-K

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 2, 2021 Rand Capital Corporation (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction (Commission (IRS Employer o

October 25, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 25, 2021 (October 20, 2021) Rand Capital Corporation (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction (Commiss

October 25, 2021 EX-99.1

Rand Capital Corporation Announces Leadership Transition and Changes to the Board of Directors

Exhibit 99.1 14 Lafayette Square, Suite 1405 ? Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Corporation Announces Leadership Transition and Changes to the Board of Directors ? Allen F. ?Pete? Grum to retire as President and CEO and become Vice Chair of Board of Directors ? Daniel P. Penberthy appointed President and CEO effective December 1, 2021 ? Margaret Brechtel promoted to Execu

September 1, 2021 40-17F2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 July 12, 2021 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

May 10, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

April 23, 2021 40-17F2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: December 31, 2020 814-00235 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

April 23, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): April 22, 2021 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

April 6, 2021 DEFA14A

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DEFA14A 1 defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by

March 9, 2021 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to ?240.

March 8, 2021 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capit

January 4, 2021 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits -

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): January 4, 2021 (December 31, 2020) RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incor

January 4, 2021 EX-10.2

Administration Agreement, dated as of December 31, 2020, between Rand Capital Corporation and Rand Capital Management LLC, incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 4, 2021.

Exhibit 10.2 ADMINISTRATION AGREEMENT AGREEMENT (this “Agreement”) made as of December 31, 2020 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (hereinafter referred to as the “Corporation”), and Rand Capital Management LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”). WITNESSETH: WHEREAS, the Corporation is a closed-

January 4, 2021 EX-10.1

Investment Advisory and Management Agreement, dated as of December 31, 2020, between Rand Capital Corporation and Rand Capital Management LLC, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 4, 2021.

Exhibit 10.1 INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN RAND CAPITAL CORPORATION AND RAND CAPITAL MANAGEMENT LLC Agreement made this 31st day of December, 2020, by and between RAND CAPITAL CORPORATION, a New York corporation (the “Corporation”), and RAND CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”). WHEREAS, the Corporation is a closed-end investment compa

December 16, 2020 8-K

Submission of Matters to a Vote of Security Holders -

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): December 16, 2020 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Commiss

December 7, 2020 DEFA14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

November 13, 2020 DEF 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

November 13, 2020 40-17F2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: October 8, 2020 814-00235 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA H

November 13, 2020 CORRESP

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Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.

November 6, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Co

October 29, 2020 PRE 14A

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

October 29, 2020 CORRESP

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Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.

October 20, 2020 CORRESP

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October 20, 2020 VIA EDGAR Mr. Tony Burak U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-0505 RE: Rand Capital Corporation (the “Registrant”) Annual Report filed on Form 10-K for the Fiscal Year Ended December 31, 2019 Dear Mr. Burak: On behalf of the Registrant, this letter is to respond to the comments provided by telephone to the Registrant on September 17, 2020

August 19, 2020 40-17F2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: July 17, 2020 814-00235 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA HI

August 7, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Corpora

June 15, 2020 8-K

Other Events

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): June 15, 2020 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

May 29, 2020 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185207 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

May 21, 2020 EX-3.1

Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on May 21, 2020.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RAND CAPITAL CORPORATION Under Section 805 of the Business Corporation Law Rand Capital Corporation, a corporation organized and existing under and by virtue of the Business Corporation Law of the State of New York, DOES HEREBY CERTIFY: 1. The current name of the corporation is Rand Capital Corporation (the “Corporation”). 2.

May 21, 2020 EX-99.1

Rand Capital Confirms 1-For-9 Reverse Stock Split Effective at 5:00 p.m. ET Today

Exhibit 99.1 2200 Rand Building ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Confirms 1-For-9 Reverse Stock Split Effective at 5:00 p.m. ET Today BUFFALO, NY, May 21, 2020 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand Capital” or the “Company”), a business development company, today confirmed that it is proceeding with its previously announced 1-for-9 reverse stock spl

May 21, 2020 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits -

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 18, 2020 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 F

May 11, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Corpor

May 11, 2020 EX-99.1

Rand Capital Announces First Quarter 2020 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE Rand Capital Announces First Quarter 2020 Results ● Announced Special Dividend of $23.7 million, or $1.62 per share, in connection with plans to elect to become a regulated investment company ● Sold interest in Outmatch Holdings, LLC for gain of $2.3 million ● Net asset value at March 31, 2020 was $3.69 per share ● Board approved 1:9 reverse stock split following

May 11, 2020 8-K

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 11, 2020 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporat

April 30, 2020 EX-99.1

Rand Capital Announces Shareholder Election Results for Special Dividend

Exhibit 99.1 FOR IMMEDIATE RELEASE Rand Capital Announces Shareholder Election Results for Special Dividend BUFFALO, NY, April 30, 2020 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand Capital” or the “Company”), a business development company, today announced the results of shareholder elections for the special dividend of $23.7 million, or $1.62 per share, declared on March 3, 2020 in

April 30, 2020 8-K

Other Events, Financial Statements and Exhibits

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): April 30, 2020 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

April 29, 2020 40-17F2

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: December 31, 2019 814-00235 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL GA

April 23, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): April 22, 2020 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

April 14, 2020 DEFA14A

RAND / Rand Capital Corp. DEFA14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

April 3, 2020 EX-99.2

RAND CAPITAL CORPORATION SPECIAL DIVIDEND ELECTION FORM

Exhibit 99.2 RAND CAPITAL CORPORATION SPECIAL DIVIDEND ELECTION FORM You may elect to receive the Special Dividend, payable on May 11, 2020, in the form of cash or shares of common stock of Rand Capital Corporation by returning this Dividend Election Form, as provided below. Prior to making an election, please read carefully and in its entirety the accompanying letter from Rand Capital Corporation

April 3, 2020 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 3, 2020 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

April 3, 2020 EX-99.1

THE ELECTION

Exhibit 99.1 IMPORTANT INFORMATION REGARDING YOUR CASH OR STOCK ELECTION IN CONNECTION WITH RAND CAPITAL’S SPECIAL DIVIDEND PAYABLE ON MAY 11, 2020 April 3, 2020 Dear Shareholders, We are pleased to notify you of the $23.7 million, or approximately $1.62 per share, special dividend (the “Special Dividend”) declared by our Board of Directors on March 3, 2020. The Special Dividend will be paid on Ma

April 2, 2020 DEFA14A

RAND / Rand Capital Corp. DEFA14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

March 17, 2020 DEF 14A

RAND / Rand Capital Corp. DEF 14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 9, 2020 10-K

RAND / Rand Capital Corp. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Corporation

March 9, 2020 EX-4.2

Description of Securities of Rand Capital Corporation registered under Section 12 of the Securities Exchange Act of 1934, as amended, incorporated by reference to Exhibit 4.2 to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 9, 2020.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a description of the general terms, provisions and rights of our common stock, par value $0.10 per share (the “Common Stock”) and related provisions of the Company’s certificate of incorporation (the “Certificate of Incorporation”) and by-laws (the “By-la

March 9, 2020 EX-21.1

Subsidiaries of Rand Capital Corporation.

Exhibit 21.1 Subsidiaries of Rand Capital Corporation Subsidiary Jurisdiction of Incorporation Rand BeetNPath Holdings Corp. New York Rand Capital SBIC, Inc. New York Rand Carolina Skiff Holdings Corp. New York Rand Filterworks Holdings Corp. New York Rand GTEC Holdings Corp. New York Rand Somerset Holdings Corp. New York

March 3, 2020 8-K

Other Events, Financial Statements and Exhibits

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): March 3, 2020 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

March 3, 2020 EX-99.1

Rand Capital Declares Special Dividend of $1.62 Per Share Rand plans to elect to be treated as a “Regulated Investment Company” (RIC)

Exhibit 99.1 FOR IMMEDIATE RELEASE Rand Capital Declares Special Dividend of $1.62 Per Share Rand plans to elect to be treated as a “Regulated Investment Company” (RIC) BUFFALO, NY, March 3, 2020 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand Capital” or the “Company”), a business development company, today announced that its Board of Directors has declared a special dividend of $23.7

December 31, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): December 30, 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) (Commiss

December 3, 2019 CORRESP

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December 3, 2019 Securities and Exchange Commission Division of Investment Management Attn: Raymond Be, Esq.

December 3, 2019 DEFR14A

RAND / Rand Capital Corp. DEFR14A - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

December 2, 2019 DEF 14A

RAND / Rand Capital Corp. DEF 14A - -

Proxy Statement Rand Capital Corporation Rand Capital Corporation 2200 Rand Building Buffalo, New York 14203 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO OUR SHAREHOLDERS: The 2019 Annual Meeting of Shareholders of Rand Capital Corporation (the “Corporation”) will be held on Monday, December 30, 2019 at 10:30 a.

November 21, 2019 PRE 14A

RAND / Rand Capital Corp. PRE 14A - -

Proxy Statement Rand Capital Corporation PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION DATED NOVEMBER 21, 2019 Rand Capital Corporation 2200 Rand Building Buffalo, New York 14203 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO OUR SHAREHOLDERS: The 2019 Annual Meeting of Shareholders of Rand Capital Corporation (the “Corporation”) will be held on Monday, December 30, 2019 at 10:30 a.

November 15, 2019 SC 13D

RAND / Rand Capital Corp. / East Asset Management, Llc Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Adam Gusky East Asset Management, LLC 7777 NW Beacon Square Blvd. Boca Raton, FL 33487 (561) 826-3620 (Name, Address and Telephone Numb

November 12, 2019 EX-10.4

Cancellation Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and Allen F. Grum

CANCELLATION AGREEMENT This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and between Rand Capital Corporation, a New York corporation (the “Company”), and Allen F.

November 12, 2019 EX-10.2

Administration Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and Rand Capital Management LLC

EXECUTION VERSION ADMINISTRATION AGREEMENT AGREEMENT (this “Agreement”) made as of November 8, 2019 (the “Effective Date”) by and between Rand Capital Corporation, a New York corporation (hereinafter referred to as the “Corporation”), and Rand Capital Management LLC, a Delaware limited liability company (hereinafter referred to as the “Administrator”).

November 12, 2019 EX-10.3

Shareholder Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and East Asset Management, LLC, incorporated by reference to Exhibit 10.3 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 12, 2019.

EXECUTION VERSION SHAREHOLDER AGREEMENT THIS SHAREHOLDER AGREEMENT is entered into as of November 8, 2019 (this “Agreement”), by and between Rand Capital Corporation, a New York corporation (the “Company”), and East Asset Management, LLC, a Delaware limited liability company (“East”) and is effective as of the closing of the transactions contemplated in the Stock Purchase Agreement (as defined below) (the “Contemplated Transactions”).

November 12, 2019 EX-10.1

Investment Advisory and Management Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and Rand Capital Management LLC

EXECUTION VERSION INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT BETWEEN RAND CAPITAL CORPORATION AND RAND CAPITAL MANAGEMENT LLC Agreement made this 8th day of November, 2019 (the “Effective Date”), by and between RAND CAPITAL CORPORATION, a New York corporation (the “Corporation”), and RAND CAPITAL MANAGEMENT LLC, a Delaware limited liability company (the “Adviser”).

November 12, 2019 EX-10.5

Cancellation Agreement, dated as of November 8, 2019, by and between Rand Capital Corporation and Daniel P. Penberthy

CANCELLATION AGREEMENT This Cancellation Agreement (this “Agreement”) is made and entered into as of November 8, 2019 by and among Rand Capital Corporation, a New York corporation (the “Company”), and Daniel P.

November 12, 2019 8-K

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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, 2019 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction (Commission (I.R.S. Employe

November 12, 2019 EX-99.1

Rand Capital Announces Closing of Stock Purchase Transaction for $25 Million Strategic Investment by East Asset Management Adam Gusky, Chief Investment Officer of East Asset Management and Ben Godley, Chief Executive Officer of CDP, join Rand’s Board

Rand Capital Corporation ● 2200 Rand Building ● Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Announces Closing of Stock Purchase Transaction for $25 Million Strategic Investment by East Asset Management Adam Gusky, Chief Investment Officer of East Asset Management and Ben Godley, Chief Executive Officer of CDP, join Rand’s Board of Directors BUFFALO, NY, November 11, 2019 – Rand Capital Corporation (Nasdaq: RAND) (“Rand” or “Rand Capital” or the “Company”), a business development company, announced that it closed on the previously announced transaction with East Asset Management (“EAM”).

November 12, 2019 EX-3.1

Certificate of Amendment to the Certificate of Incorporation, as amended, incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on November 12, 2019.

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RAND CAPITAL CORPORATION Under Section 805 of the Business Corporation Law Rand Capital Corporation, a corporation organized and existing under and by virtue of the Business Corporation Law of the State of New York, DOES HEREBY CERTIFY: 1.

November 7, 2019 40-17F2

RAND / Rand Capital Corp. 40-17F2 - - 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 10, 2019 2. State Identification Number: AL AK AZ AR CA CO CT DE D

November 7, 2019 10-Q

RAND / Rand Capital Corp. 10-Q - Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 22, 2019 8-K

Other Events

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) (Commissi

October 9, 2019 40-17F2

RAND / Rand Capital Corp. 40-17F2 - - 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 August 28, 2019 2. State Identification Number: AL AK AZ AR CA CO CT DE DC

August 6, 2019 10-Q

RAND / Rand Capital Corp. 10-Q - Quarterly Report - 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 23, 2019 8-K/A

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 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 Incorpor

May 22, 2019 8-K

Submission of Matters to a Vote of Security Holders

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 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 F

May 15, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 14, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 13, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 9, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

May 9, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 9, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 8, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 7, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

May 6, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 6, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 6, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

May 6, 2019 DEFC14A

RAND / Rand Capital Corp. DEFC14A DEFC14A

DEFC14A Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

May 6, 2019 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - USER-FRIENDLY PHONE BOOK, LLC AMENDMENT NO. 5 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

May 6, 2019 EX-1

User-Friendly Phone Book Files Definitive Proxy and Open Letter, Urging Fellow Shareholders of Rand Capital to Vote Against Transaction with East Asset Management Proposed Transaction Represents Approximately 41% Discount to Company’s Own Stated Net

EXHIBIT A Graphic omitted User-Friendly Phone Book Files Definitive Proxy and Open Letter, Urging Fellow Shareholders of Rand Capital to Vote Against Transaction with East Asset Management Proposed Transaction Represents Approximately 41% Discount to Company’s Own Stated Net Asset Value Rand Shareholders Would Receive 69% Greater Return by Liquidating Company’s Assets Transaction Would Transfer Over $7.

May 3, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 3, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

May 2, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

May 2, 2019 10-Q

RAND / Rand Capital Corp. 10-Q Quarterly Report 10-Q

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 1, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 29, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

April 29, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 29, 2019 CORRESP

VIA EDGAR

VIA EDGAR April 29, 2019 Securities and Exchange Commission Division of Investment Management Attn: Raymond Be, Esq.

April 26, 2019 DFAN14A

RAND / Rand Capital Corp. DFAN14A DFAN14A

DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

April 25, 2019 PREC14A

RAND / Rand Capital Corp. PREC14A

PREC14A Table of Contents SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

April 25, 2019 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - AMENDMENT NO. 4 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

April 23, 2019 DEFA14A

RAND / Rand Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

April 22, 2019 DFAN14A

RAND / Rand Capital Corp. 14A - RAND CAPITAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 18, 2019 DEFA14A

RAND / Rand Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

April 18, 2019 DEF 14A

RAND / Rand Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

April 10, 2019 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - USER-FRIENDLY PHONE BOOK AMENDMENT NO. 3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

April 1, 2019 40-17F2

RAND / Rand Capital Corp. 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2018 2. State Identification Number: AL AK AZ AR CA CO CT DE

March 27, 2019 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

March 11, 2019 PRE 14A

RAND / Rand Capital Corp.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to §240.

March 7, 2019 10-K

RAND / Rand Capital Corp. 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 25, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

January 25, 2019 EX-10.1

Stock Purchase Agreement, dated as of January 24, 2019, by and among East Asset Management LLC, Rand Capital Corporation and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b) thereof, Rand Capital Management, LLC, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on January 25, 2019.

EX-10.1 Exhibit 10.1 EXECUTION VERSION STOCK PURCHASE AGREEMENT by and among EAST ASSET MANAGEMENT, LLC, RAND CAPITAL CORPORATION, and, SOLELY FOR PURPOSES OF BEING BOUND BY SECTIONS 7.10 AND 10.9(A) AND (B), RAND CAPITAL MANAGEMENT LLC DATED AS OF JANUARY 24, 2019 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 2 ARTICLE II TRANSACTION 10 ARTICLE III CLOSING; CLOSING DELIVERIES 11 ARTICLE IV REPRESENTA

January 25, 2019 EX-99.1

********************************************

EX-99.1 Exhibit 99.1 RAND: EAM Investment and Management Externalization Webcast Script FINAL 20190125 Deborah Pawlowski: Good morning. Welcome to Rand Capital’s Strategic Update discussion. Today we will discuss the strategic investment by East Asset Management into Rand Capital and the plan to externalize management that was announced this morning. That release and the slides that accompany our

January 25, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 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): January 24, 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) (Comm

January 25, 2019 DEFA14A

RAND / Rand Capital Corp. DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material Pursuant to §240.

January 25, 2019 EX-99.1

Rand Capital Announces $25 Million Strategic Investment by East Asset Management and Establishment of External Management Structure

EX-99.1 Exhibit 99.1 NEWS RELEASE 2200 Rand Building • Buffalo, New York 14203 FOR IMMEDIATE RELEASE Rand Capital Announces $25 Million Strategic Investment by East Asset Management and Establishment of External Management Structure • East Asset Management to make $25 million strategic investment into Rand Capital in exchange for approximately 8.3 million shares of Rand Capital common stock; $3.00

January 25, 2019 EX-99.2

Important Information Cautionary Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exc

EX-99.2 Strategic Update for Rand Capital Shareholders Allen F. “Pete” Grum, President & CEO Daniel P. Penberthy, Executive Vice President & CFO January 25, 2019 Exhibit 99.2 Important Information Cautionary Statement Regarding Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section

January 25, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K 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): January 24, 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) (Comm

November 8, 2018 40-17F2

RAND / Rand Capital Corp. 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 8, 2018 2. State Identification Number: AL AK AZ AR CA CO CT DE DC

November 7, 2018 10-Q

RAND / Rand Capital Corp. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 7, 2018 10-Q

RAND / Rand Capital Corp. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 30, 2018 40-17F2

RAND / Rand Capital Corp. 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 July 3, 2018 2. State Identification Number: AL AK AZ AR CA CO CT DE DC FL

June 22, 2018 SC 13D/A

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - AMENDMENT NO. 1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 wit

June 21, 2018 SC 13D

RAND / Rand Capital Corp. / User-friendly Phone Book, Llc - RAND CAPITAL CORP 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Rand Capital Corporation (Name of Issuer) Common Stock, par value $0.10 per share (Title of Class of Securities) 752185108 (CUSIP Number) Bruce Howard User-Friendly Phone Book, LLC Chief Executive Officer 10200 Grogan’s Mill Road, Suite 440 The Woodlands, TX 77380 with

June 20, 2018 SC 13G/A

RAND / Rand Capital Corp. / Utility Service Holding Co., Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No.

May 2, 2018 10-Q

RAND / Rand Capital Corp. 10-Q (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Corpo

April 18, 2018 8-K

Submission of Matters to a Vote of Security Holders

8-K 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): April 17, 2018 RAND CAPITAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Commis

March 27, 2018 40-17F2

RAND / Rand Capital Corp. 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2017 2. State Identification Number: AL AK AZ AR CA CO CT DE

March 8, 2018 DEF 14A

RAND / Rand Capital Corp. DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

March 8, 2018 10-K

RAND / Rand Capital Corp. FORM 10-K (Annual Report)

Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 9, 2018 40-17F2

RAND / Rand Capital Corp. 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 13, 2017 2. State Identification Number: AL AK AZ AR CA CO CT DE D

November 6, 2017 10-Q

RAND / Rand Capital Corp. FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

October 10, 2017 CORRESP

RAND / Rand Capital Corp. ESP

Daniel P. Penberthy Executive Vice President e: [email protected] Since 1969 2200 Rand Building / Buffalo, New York 14203 t: 716.853.0802 / f: 716.854.8480 / randcapital.com October 10, 2017 VIA EDGAR Mr. Tony Burak U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-0505 RE: Rand Capital Corporation (the ?Registrant?) Annual Report filed on Form 10-K for the F

August 7, 2017 10-Q

RAND / Rand Capital Corp. 10-Q (Quarterly Report)

10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 28, 2017 SC 13D/A

RAND / Rand Capital Corp. / JAM Capital Partners Management, LLC - SCHEDULE 13D (AMENDMENT NO. 4) Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rand Capital Corporation (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 752185108 (CUSIP Number) JAM Capital Partners Management, LLC Attn: John McCallum 16 Boardwalk Plaza St. Simons Island, GA 31522 With a copy to: Rick M

July 28, 2017 EX-99.1

March 21, 2017

Exhibit 99.1 March 21, 2017 Mr. Carl Cummings CEO Utility Service Holding Company P. O. Box 240 Warthen, GA 31094 Dear Carl, The purpose of this memorandum is to inform and document a change to the current Separately Managed Account agreement in place between Utility Service Holding Company and JAM Capital Partners Management, LLC. Reference is made to that certain [Separate Managed Account Agreem

July 28, 2017 SC 13G/A

RAND / Rand Capital Corp. / Utility Service Holding Co., Inc. - SCHEDULE 13G (AMENDMENT NO. 4) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No.

June 5, 2017 40-17F2

Rand Capital 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 April 6, 2017 2. State Identification Number: AL AK AZ AR CA CO CT DE DC F

April 27, 2017 10-Q

Rand Capital FORM 10-Q (Quarterly Report)

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2017 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 20, 2017 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) (IRS Employer Identification No.

March 21, 2017 40-17F2

Rand Capital 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 28, 2016 2. State Identification Number: AL AK AZ AR CA CO CT DE

March 8, 2017 DEF 14A

Rand Capital DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission

March 8, 2017 10-K

Rand Capital FORM 10-K (Annual Report)

Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capital Corpo

March 2, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 1, 2017 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) (IRS Employer Identification No.

March 2, 2017 EX-10.1

Change in Control Agreement, dated as of March 1, 2017, by and between the Corporation and Allen F. Grum, incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on March 3, 2017. (File No. 814-00235).*

EX-10.1 Exhibit 10.1 CHANGE IN CONTROL AGREEMENT This Agreement is entered into as of the 1st day of March, 2017 (the ?Effective Date?) by and between Rand Capital Corporation, a New York corporation (the ?Company?), and Allen F. Grum (the ?Executive?). WHEREAS, the Company recognizes that the Executive?s continuing service to the Company is crucial to the future success of the Company and recogni

March 2, 2017 EX-10.2

Change in Control Agreement, dated as of March 1, 2017, by and between the Corporation and Daniel P. Penberthy, incorporated by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed with the SEC on March 3, 2017. (File No. 814-00235).*

EX-10.2 Exhibit 10.2 CHANGE IN CONTROL AGREEMENT This Agreement is entered into as of the 1st day of March, 2017 (the ?Effective Date?) by and between Rand Capital Corporation, a New York corporation (the ?Company?), and Daniel P. Penberthy (the ?Executive?). WHEREAS, the Company recognizes that the Executive?s continuing service to the Company is crucial to the future success of the Company and r

December 28, 2016 40-17F2

Rand Capital 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 October 14, 2016 2. State Identification Number: AL AK AZ AR CA CO CT DE D

December 14, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 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): December 12, 2016 RAND CAPITAL CORPORATION (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Com

December 14, 2016 SC 13D/A

RAND / Rand Capital Corp. / COLMAC HOLDINGS LTD - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1 - Exit Filing)* Rand Capital Corporation (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities) 752185 108 (CUSIP Number) Robert S. McLee

November 2, 2016 EX-3.(II)

By-laws of the Corporation, incorporated by reference to Exhibit 3(ii) to the Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2016 filed with the SEC on November 2, 2016. (File No. 814-00235).

EX-3.(ii) EXHIBIT 3(ii) BY-LAWS OF RAND CAPITAL CORPORATION ARTICLE I SHAREHOLDERS SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders for the purpose of electing directors and of transacting such other business as may properly be brought before the meeting shall be held on the date selected by the Board of Directors in each calendar year. SECTION 2. SPECIAL MEETINGS. Special meeting

November 2, 2016 10-Q

Rand Capital FORM 10-Q (Quarterly Report)

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand Capi

September 23, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Form 8-K 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 21, 2016 RAND CAPITAL CORPORATION (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation

September 21, 2016 40-17F2

Rand Capital 40-17F2

40-17F2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: 814-00235 Date examination completed: July 14, 2016 2. State Identification Number: AL AK AZ AR CA CO CT DE DC F

August 2, 2016 EX-3.1

AMENDMENTS TO THE BY-LAWS OF RAND CAPITAL CORPORATION

EX-3.1 Exhibit 3.1 AMENDMENTS TO THE BY-LAWS OF RAND CAPITAL CORPORATION Pursuant to resolutions unanimously adopted by the Board of Directors of Rand Capital Corporation, a New York corporation (the ?Corporation?) on July 28, 2016, the By-Laws of the Corporation (the ?By-Laws?) were amended as follows: 1. Article I, Section 1 of the By-Laws was amended in full to read as follows: ?The annual meet

August 2, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

Form 8-K 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): July 28, 2016 RAND CAPITAL CORPORATION (Exact name of registrant as specified in its charter) New York 814-00235 16-0961359 (State or Other Jurisdiction of Incorporation) (Co

August 2, 2016 10-Q

Rand Capital FORM 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

May 4, 2016 10-Q

RAND / Rand Capital Corp. 10-Q - Quarterly Report - FORM 10-Q

Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 22, 2016 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 21, 2016 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) (IRS Employer Identification No.

April 21, 2016 EX-99.1

EX-99.1

EXHIBIT 99.1

April 21, 2016 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 21, 2016 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) (IRS Employer Identification No.

March 28, 2016 40-17F2

Rand Capital FORM N-17F-2

FORM N-17f-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 31, 2015 2. State Identification Number: AL AK AZ AR CA CO C

March 11, 2016 DEF 14A

Rand Capital DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission

March 10, 2016 10-K

Rand Capital 10-K (Annual Report)

10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 28, 2016 40-17F2

Rand Capital FORM N-17F-2

FORM N-17F-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 December 8, 2015 2. State Identification Number: AL AK AZ AR CA CO CT

January 5, 2016 8-K

Rand Capital RAND CAPITAL CORPORATION 8-K (Current Report/Significant Event)

Edgar-8K 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: December 29, 2015 (Date of earliest event reported) Rand Capital Corporation (Exact name of registrant as specified in its charter) NY 814-00235 16-0961359 (State or other jurisdiction of incorporation) (Comm

January 5, 2016 EX-99

Expects Cash Proceeds From Transaction of Approximately $14 Million

Rand Capital Signs Agreement for Sale of Its Largest Portfolio Company, Gemcor Expects Cash Proceeds From Transaction of Approximately $14 Million BUFFALO, NY - (Marketwired - January 05, 2016) - Rand Capital Corporation (NASDAQ: RAND) ("Rand"), a business development company that makes venture capital and private equity investments in companies with emerging products, service or technology concepts, announced today that its wholly-owned subsidiary, Rand Capital SBIC, Inc.

November 3, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 R

September 30, 2015 40-17F2

Rand Capital FORM N-17F-2

FORM N-17F-2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-17f-2 CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE CUSTODY OF MANAGEMENT INVESTMENT COMPANIES Pursuant to Rule 17f-2 [17 CRF 270.17f-2] 1. Investment Company Act File Number: Date examination completed: 814-00235 June 3, 2015 2. State Identification Number: AL AK AZ AR CA CO CT DE

August 4, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand C

July 27, 2015 SC 13D/A

RAND / Rand Capital Corp. / JAM Capital Partners Management, LLC - AMENDED OWNERSHIP REPORT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rand Capital Corporation (Name of Issuer) Common Stock, $0.10 par value (Title of Class of Securities)) 752185108 (CUSIP Number) JAM Capital Partners Management, LLC Attn: John McCallum 16 Boardwalk Plaza St. Simons Island, GA 31522 (Name, Address and Te

May 5, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 814-00235 Rand

April 30, 2015 EX-99

Rand Capital Grew Net Asset Value to $5.14 Per Share and Made $2.7 Million in Investments in First Quarter 2015

Rand Capital Grew Net Asset Value to $5.14 Per Share and Made $2.7 Million in Investments in First Quarter 2015 EXHIBIT 99.1 Rand Capital Grew Net Asset Value to $5.14 Per Share and Made $2.7 Million in Investments in First Quarter 2015 Net asset value per share of $5.14 was up 18% compared with the first quarter last year Invested $2.7 million in two new companies and five portfolio companies dur

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