RAND CAPITAL CORPORATION (NASDAQ:RAND) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of the Original Report.
The Company held the Special Meeting on May 16, 2019. There were 6,321,988 shares of the Company’s common stock, par value $0.10 per share (“Common Stock”), outstanding and entitled to vote on the record date for the Special Meeting. Shareholders were asked to consider and act upon each of the proposals set forth below, each of which was described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2019.
On May 23, 2019, First Coast delivered its final certified voting results for each of the proposals that were submitted to a vote at the Special Meeting. The final results of the shareholder vote on each proposal, as certified by First Coast, the independent inspector of election for the Special Meeting, were as follows:
Proposal 1 – Sale Below NAV Proposal
The Company’s shareholders voted to approve the issuance and sale of 8,333,333.33 shares of Common Stock to East Asset Management, LLC (“East”), at a price of $3.00 per share, which sale price per share of Common Stock is below the Company’s current net asset value per share of Common Stock, to the Stock Purchase Agreement, dated as of January 24, 2019 (the “Stock Purchase Agreement”), by and among the Company, East and, solely for purposes of Sections 7.10 and 10.9(a) and (b) thereof, Rand Capital Management LLC (the “Adviser”), for cash and income-producing portfolio assets having an aggregate value of $25.0 million (the “Stock Purchase Transaction”). The final voting results were as follows:
| 3,495,850 | 2,527,629 | 4,419 |
About RAND CAPITAL CORPORATION (NASDAQ:RAND)
Rand Capital Corporation is a closed-end, diversified, management investment company. The Company provides managerial assistance to the portfolio companies in which it invests. The Company makes venture capital investments in early or expansion-stage companies, typically in New York and its surrounding states. The Company makes the majority of its investments through its subsidiary, Rand Capital SBIC, Inc. (Rand SBIC), which operates as a small business investment company. The Company invests in a mixture of debt and equity instruments. The debt securities have an equity component in the form of warrants or options to acquire stock or the right to convert the debt securities into stock. The Company’s principal investment objective is to achieve long-term capital appreciation on its equity investments while maintaining a cash flow from the debenture and pass-through equity instruments. It makes initial investments in a company through equity or in debt or loan instruments.
