Press Release
On January 25, 2019, Rand Capital Corporation (the “Company”) issued a press release announcing the execution of a Stock Purchase Agreement, dated as of January 24, 2019, by and among the Company, East Asset Management, LLC (“East”), and, solely for purposes of being bound by Sections 7.10 and 10.9(a) and (b) thereof, Rand Capital Management LLC, pursuant to which East has agreed to purchase 8,333,333.33 shares of the Company’s common stock, par value $0.10 per share, at a purchase price of $3.00 per share for an aggregate purchase price of $25,000,000. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Investor Presentation
The Company has prepared an investor presentation for use on a conference call to be held by the Company at 11:00 a.m. ET on January 25, 2019. A copy of the investor presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
Additional Information and Where to Find It
In connection with this transaction, the Company intends to file a proxy statement in preliminary and definitive form with the Securities and Exchange Commission (the “SEC”) that will contain important information about the proposed transaction and related matters, and deliver a copy of the proxy statement to its shareholders. INVESTORS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors may obtain a free copy of these materials when they are available and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov or at the Company’s website at www.randcapital.com. Investors and security holders may also obtain free copies of the proxy statement and other documents filed with the SEC from the Company by calling Investor Relations at716-843-3908.
Participants in the Solicitation
The Company and its directors, executive officers, employees and other persons may be deemed to be participants in the solicitation of proxies from the shareholders of the Company’s common stock in respect of the proposed transaction. Information regarding the Company’s directors and executive officers is available in its definitive proxy statement filed with the SEC on March 8, 2018, in connection with its 2018 annual meeting of shareholders. Other information regarding persons who may be deemed participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.
| Item 9.01 | Financial Statements and Exhibits. |
