8-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM8-K

CURRENTREPORT PURSUANT TO

SECTION13 OR 15(d) OF THE

SECURITIESEXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): November 2, 2021

RandCapital Corporation

(Exactname of registrant as specified in its charter)

Registrant’stelephone number, including area code: (716) 853-0802

NotApplicable

(Formername 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:

Securities registered 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. ☐

Item2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On November 2, 2021, Rand Capital SBIC, Inc. (the “Company”), a wholly-owned subsidiary of Rand Capital Corporation, that is licensed to operate as a small business investment company (“SBIC”) by the U.S. Small Business Administration (the “SBA”), repaid all of its outstanding SBA-guaranteed debentures plus interest accrued through March 1, 2022 in an aggregate amount of $11.2 million. Concurrent with the Company’s repayment of the outstanding SBA-guaranteed debentures, the Company notified the SBA of its intention to surrender its license to operate as an SBIC under the Small Business Investment Act of 1958, as amended. Following the repayment of the SBA-guaranteed debentures and the SBA’s acceptance of the Company’s SBIC license surrender, the Company will cease operations as an SBIC, which also terminates the availability of the $3,000,000 of additional available SBA-guaranteed debentures.

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.