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~~August 294, 2025

RAND CAPITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

New York		814-00235		16-0961359
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1405 Rand Building, Buffalo, NY 14203

(Address of Principal Executive Offices) (Zip Code)

(716) 853-0802

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

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

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.10 par value		RAND		Nasdaq Capital Market

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

Emerging growth company ☐

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

Item 82.0102. ~~Other~~Results ~~Events~~of Operations and Financial Condition.

On ~~May~~August 294, 2025, Rand Capital Corporation (the “Company”) ~~was~~issued ~~notified~~a ~~that~~press ~~Tilson~~release ~~Technology~~announcing ~~Management, Inc. (“Tilson Technology”) and~~ its ~~wholly-owned~~results ~~subsidiaries~~for ~~Tilson~~the ~~Middle~~second ~~Street~~quarter ended ~~Holding,~~June ~~LLC and Boundless Broadband~~30, ~~LLC~~2025. ~~each~~A ~~filed~~copy ~~a voluntary petition for relief under Chapter 11~~ of the ~~U.S.~~release ~~Bankruptcy~~is ~~Code~~furnished inwith ~~the~~this ~~United~~report ~~States~~as ~~Bankruptcy~~Exhibit ~~Court,~~99.1 ~~District~~and ofis ~~Delaware~~incorporated ~~(the~~by ~~“Tilson Chapter~~reference 11into ~~Proceedings”)~~this Item 2.02.

The ~~Company~~information ~~owns~~contained ~~120,000~~in ~~shares~~this ofreport ~~Series~~under BItem ~~preferred~~2.02 ~~stock,~~is ~~21,391~~being ~~shares~~furnished ofand ~~Series~~shall Cnot ~~preferred~~be ~~stock,~~deemed ~~70,176~~filed ~~shares~~for purposes of ~~Series~~Section D18 ~~preferred~~of the ~~stock,~~Securities ~~15,385~~Exchange ~~shares~~Act of ~~Series~~1934, Eas ~~preferred~~amended ~~stock~~(the ~~and~~“Exchange 23Act”),~~077~~ ~~shares~~or ofotherwise ~~Series~~subject Fto ~~preferred~~the ~~stock~~liabilities of ~~Tilson~~that ~~Technology~~section. The ~~(collectively~~information ~~“Tilson Technology~~contained ~~Preferred~~in ~~Stock”).~~this Asreport ofunder ~~March~~Item ~~31,~~2.02 ~~2025,~~shall ~~the~~not ~~Company’s~~be ~~investment~~incorporated inby ~~Tilson~~reference ~~Technology~~into ~~Preferred~~any ~~Stock~~registration ~~had~~statement anor other ~~aggregate~~document ~~cost~~filed ~~basis~~pursuant to the Securities Act of $21933,~~850~~ as amended,~~015~~ ~~and~~or anthe ~~aggregate~~Exchange ~~fair~~Act, ~~value~~except ofas ~~$9,500,000~~shall be expressly set forth by specific reference in such filing.

~~The Company’s~~Item ~~investment in Tilson Technology Preferred Stock represented approximately 14~~7.~~6% of the Company’s net assets as of March 31, 2025 and approximately 15~~01.3% ofRegulation ~~the~~FD ~~Company’s total investments at fair value as of March 31, 2025~~Disclosure.

The Company ~~also~~has ~~separately~~updated ~~owns~~its ~~211,567~~earnings ~~Class~~conference ~~A-1~~call ~~units~~slide ~~and~~presentation ~~250~~for ~~Class D-1 units (collectively~~ the ~~“SQF~~second ~~Units”)~~quarter ofended ~~SQF Holdco~~June ~~LLC (“SQF”)~~30, ~~which is an affiliated~~2025, ~~but~~and ~~separate~~will ~~company~~make ~~from~~it ~~Tilson~~available on ~~Technology~~the ~~and~~Company’s iswebsite ~~not~~at ~~part~~www.randcapital.com, ofunder ~~the Tilson Chapter 11 Proceedings~~“Investors”. AsThe ofslide ~~March~~presentation ~~31,~~will ~~2025,~~be referenced during the Company’s ~~investment~~earnings inconference ~~the~~call. ~~SQF~~The ~~Units~~information ~~had~~found anon, ~~aggregate~~or ~~costs~~otherwise ~~basis~~accessible ~~of $250~~through,~~000~~ ~~and~~the Company’s website anis ~~aggregate~~not ~~fair~~incorporated ~~value~~by ofreference ~~$2,000,000~~herein.

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

(d) Exhibits

Exhibit Number		Description of Exhibit

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

SIGNATURES

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

	RAND CAPITAL CORPORATION
Date: May 30, 2025
Date: August 4, 2025
	By:	/s/ ~~Daniel~~Margaret ~~P. Penberthy~~Brechtel
	Name:	~~Daniel~~Margaret ~~P. Penberthy~~Brechtel
	Title:	Chief ~~Executive~~Financial Officer

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