Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On November 10, 2021, Rand Capital SBIC, Inc. (the "Company"), a wholly owned
subsidiary of Rand Capital Corporation ("Rand"), filed a Restated Certificate of
Incorporation, as amended (the "Restated Certificate"), with the Secretary of
State of the State of New York. The Restated Certificate was approved by the
Company's Board of Directors and by Rand as the Company's sole shareholder on
October 29, 2021, subject to the U.S. Small Business Administration's (the
"SBA") acceptance of the Company's surrender of its small business investment
company ("SBIC") license. On November 8, 2021, the Company received confirmation
that the SBA had accepted its SBIC license surrender and on November 10, 2021,
the Company filed the Restated Certificate with the Secretary of State of New
York. The Restated Certificate reflects the Company's name change to Rand
Capital Sub, Inc. The Restated Certificate also reflects amendments removing all
references to the Company's prior status as an SBIC, in connection with the
Company's recent decision to surrender its SBIC license to the SBA. The Restated
Certificate became effective upon filing with the Secretary of State of the
State of New York. The foregoing summary of the Restated Certificate does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Restated Certificate, a copy of which is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
On October 29, 2021, the Board of Directors of the Company also approved an
Amended and Restated Bylaws (the "Amended Bylaws") to conform to the Company's
new name and remove all references to the Company's prior status as an SBIC. The
Amended Bylaws became effective upon the SBA's acceptance of the Company's SBIC
license surrender, which was received by the Company on November 8, 2021. The
foregoing summary of the Amended Bylaws does not purport to be complete and is
qualified in its entirety by reference to the full text of the Amended Bylaws, a
copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by
reference.
Item 9.01. Exhibits.
(d) Exhibits:
Exhibit No. Description
3.1 Restated Certificate of Incorporation, filed November 10, 2021
3.2 Amended and Restated Bylaws, effective November 8, 2021
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