8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 15, 2020

RANDCAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

2200Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices)(Zip Code)

(716)853-0802

(Registrant’s Telephone Number, Including Area Code)

NotApplicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securitiesregistered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [  ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

After completion by Rand Capital Corporation (the “Company”) of its 1-for-9 reverse stock split (the “Reverse Stock Split”) of its common stock, par value $0.10 per share (the “Common Stock”), effective as of May 21, 2020 and the payment of cash in lieu of any fractional shares of Common Stock that resulted from the Reverse Stock Split, the Company reports that, as of May 31, 2020, it had 2,648,916 and 2,588,800 shares of Common Stock issued and outstanding, respectively.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.