UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 8.01. Other Events.
On May 29, 2025, Rand Capital Corporation (the “Company”) was notified that Tilson Technology Management, Inc. (“Tilson Technology”) and its wholly-owned subsidiaries Tilson Middle Street Holding, LLC and Boundless Broadband, LLC each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court, District of Delaware (the “Tilson Chapter 11 Proceedings”).
The Company owns 120,000 shares of Series B preferred stock, 21,391 shares of Series C preferred stock, 70,176 shares of Series D preferred stock, 15,385 shares of Series E preferred stock and 23,077 shares of Series F preferred stock of Tilson Technology (collectively “Tilson Technology Preferred Stock”). As of March 31, 2025, the Company’s investment in Tilson Technology Preferred Stock had an aggregate cost basis of $2,850,015 and an aggregate fair value of $9,500,000.
The Company’s investment in Tilson Technology Preferred Stock represented approximately 14.6% of the Company’s net assets as of March 31, 2025 and approximately 15.3% of the Company’s total investments at fair value as of March 31, 2025.
The Company also separately owns 211,567 Class A-1 units and 250 Class D-1 units (collectively the “SQF Units”) of SQF Holdco LLC (“SQF”), which is an affiliated, but separate company from Tilson Technology and is not part of the Tilson Chapter 11 Proceedings. As of March 31, 2025, the Company’s investment in the SQF Units had an aggregate costs basis of $250,000 and an aggregate fair value of $2,000,000.
As this time, Company management 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.
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 | ||
| By: | /s/ Daniel P. Penberthy | |
| Name: | Daniel P. Penberthy | |
| Title: | Chief Executive Officer | |