SUIG Pengajuan SEC - SUI Group Holdings Limited- Laporan Tahunan, Pernyataan Kuasa, Prospektus

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SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SUI Group Holdings Limited

SEC Filings (Chronological Order)

Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.

September 5, 2025	S-1/A	As filed with the Securities and Exchange Commission on September 5, 2025. As filed with the Securities and Exchange Commission on September 5, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of i
September 3, 2025	EX-99.1	SUIG’s Total Treasury Holdings Exceed 100 Million SUI as of September 2, 2025 Approximately $58 Million in Cash Available for Additional SUI Acquisitions Exhibit 99.1 SUIG’s Total Treasury Holdings Exceed 100 Million SUI as of September 2, 2025 Approximately $58 Million in Cash Available for Additional SUI Acquisitions WAYZATA, MN, September 3, 2025 – SUI Group Holdings Limited (“SUI Group,” “SUIG” or the “Company”) (NASDAQ: SUIG), the only publicly traded company with an official relationship with the Sui Foundation, today announced that it has ad
September 3, 2025	8-K	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 September 3, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDIN 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 September 3, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi
August 28, 2025	S-1/A	As filed with the Securities and Exchange Commission on August 27, 2025. As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289201 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of inc
August 28, 2025	EX-10.22	BITGO CUSTODIAL SERVICES AGREEMENT Exhibit 10.22 BITGO CUSTODIAL SERVICES AGREEMENT This Custodial Services Agreement (this “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between: Mill City Ventures III, Ltd. (“CLIENT”) a Minnesota Corporation and Custodian. This Agreement governs Client’s use of the Custodial Services and the Wallet Services (each as defined below, and collectively,
August 28, 2025	EX-10.22	BITGO CUSTODIAL SERVICES AGREEMENT Exhibit 10.22 BITGO CUSTODIAL SERVICES AGREEMENT This Custodial Services Agreement (this “Agreement”) is made as of the later date of the signatures below (the “Effective Date”) by and between: Mill City Ventures III, Ltd. (“CLIENT”) a Minnesota Corporation and Custodian. This Agreement governs Client’s use of the Custodial Services and the Wallet Services (each as defined below, and collectively,
August 28, 2025	EX-10.6	DIGITAL ASSET PURCHASE AND SALE AGREEMENT EXHIBIT 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui F
August 28, 2025	S-1/A	As filed with the Securities and Exchange Commission on August 27, 2025. As filed with the Securities and Exchange Commission on August 27, 2025. Registration No. 333-289438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SUI GROUP HOLDINGS LIMITED (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of inc
August 28, 2025	EX-10.6	DIGITAL ASSET PURCHASE AND SALE AGREEMENT EXHIBIT 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui F
August 26, 2025	8-K	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 August 26, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS 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 August 26, 2025 Date of Report (Date of earliest event reported) SUI GROUP HOLDINGS LIMITED (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commiss
August 26, 2025	EX-3.1	ARTICLES OF AMENDMENT AMENDED AND RESTATED ARTICLES OF INCORPORATION MILL CITY VENTURES III, LTD. Exhibit 3.1 ARTICLES OF AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION OF MILL CITY VENTURES III, LTD. The Undersigned, a duly authorized executive officer of Mill City Ventures III, Ltd., a Minnesota corporation (the “Corporation”), does hereby certify that, pursuant to action duly taken by the Board of Directors of the Corporation in accordance with the Corporation’s bylaws and Minn
August 26, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem
August 25, 2025	8-K	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 August 25, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES 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 August 25, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi
August 25, 2025	EX-99.1	Mill City Announces Commencement of Options Trading on Cboe Exchange Exhibit 99.1 Mill City Announces Commencement of Options Trading on Cboe Exchange WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT) today announced that the Company’s common stock is available for options trading on the Cboe Global Markets (“Cboe”), effective August 22, 2025, under the ticker “MCVT”. The introduction of listed options offers
August 25, 2025	EX-99.2	Mill City Announces Corporate Rebrand to SUI Group Holdings to Advance SUI Treasury Strategy New Ticker Symbol “SUIG” to Begin Trading on August 26, 2025 Exhibit 99.2 Mill City Announces Corporate Rebrand to SUI Group Holdings to Advance SUI Treasury Strategy New Ticker Symbol “SUIG” to Begin Trading on August 26, 2025 WAYZATA, MN, August 25, 2025 – Mill City Ventures III, Ltd. (“Mill City” or the “Company”) (NASDAQ: MCVT), today announced plans to implement a comprehensive corporate rebrand to advance its foundation-backed SUI treasury strategy. A
August 14, 2025	EX-10.1	Executive Employment Agreement with Douglas M. Polinsky, dated July 31, 2025 EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of July 31, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the Compa
August 14, 2025	EX-10.2	Executive Employment Agreement with Joseph A. Geraci II, dated July 31, 2025 EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of July 31, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Joseph A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the Company’
August 14, 2025	EX-3.1	Bylaws (as amended and restated through July 27, 2025) EXHIBIT 3.1 BYLAWS OF MILL CITY VENTURES III, LTD (Amended and Restated as of July 27, 2025) SHAREHOLDERS Section 1.01. Place of Meetings and Annual Meeting Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place or places as the Board may from time to time designate. The Board may determine that shareholders not physically present in
August 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V
August 12, 2025	PRER14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem
August 11, 2025	EX-99.1	MCVT Surpasses 81.8 Million SUI in its Treasury Exhibit 99.1 MCVT Surpasses 81.8 Million SUI in its Treasury August 11, 2025 10:00am EDT - MCVT (NASDAQ: MCVT) (the “Company” or “MCVT”). Key Highlights: ● Treasury: MCVT held 81,871,794 SUI as of August 10, 2025 o Since last update 5,600,607 SUI have been purchase at an average price of $3.65 per SUI ● Net Asset Value: Using the August 10, 2025 price of $3.85 per SUI, the 81,871,794 SUI are value
August 11, 2025	8-K	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 August 11, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES 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 August 11, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commi
August 8, 2025	S-1	As filed with the Securities and Exchange Commission on August 8, 2025. As filed with the Securities and Exchange Commission on August 8, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organizati
August 8, 2025	EX-FILING FEES	Filing Fee Table. Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Mill City Ventures III, Ltd Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.
August 4, 2025	S-1	As filed with the Securities and Exchange Commission on August 1, 2025. As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 6153 90-0316651 (State or other jurisdiction of incorporation or organizati
August 4, 2025	EX-FILING FEES	Filing Fee Table. EXHIBIT 107 Calculation of Filing Fee Table Form S-1 (Form Type) Mill City Ventures III, Ltd.
August 1, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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 August 1, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commis
August 1, 2025	EX-99.1	Mill City Ventures Announces $500 Million Equity Line Agreement to Accelerate Growth of Sui Treasury Strategy Provides Clear Pathway for Raising Additional Cost-Effective Capital as Mill City Scales Publicly Traded SUI Treasury EXHIBIT 99.1 Mill City Ventures Announces $500 Million Equity Line Agreement to Accelerate Growth of Sui Treasury Strategy Provides Clear Pathway for Raising Additional Cost-Effective Capital as Mill City Scales Publicly Traded SUI Treasury WAYZATA, Minn. – August 1, 2025 – Mill City Ventures III, Ltd. ("Mill City" or the "Company") (NASDAQ: MCVT) today announced it has entered into an equity line
August 1, 2025	EX-10.1	Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Mill City Ventures III, Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025). EXHIBIT 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of August 1, 2025 by and between MILL CITY VENTURES III, LTD. and A.G.P./ALLIANCE GLOBAL PARTNERS TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1. Purchase and Sale of Stock 1 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 A
August 1, 2025	EX-10.2	Registration Rights Agreement, dated as of August 1, 2025, by and among Mill City Ventures III, Ltd. and A.G.P./Alliance Global Partners(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 1, 2025). EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 1, 2025, is by and between A.G.P./Alliance Global Partners (the “Investor”), and Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereo
July 31, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 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 July 27, 2025 Date of Report (Date of earliest event reported) MILL CITY VENTURES III, LTD. (Exact Name of Registrant as Specified in its Charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Commiss
July 31, 2025	EX-4.4	Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-10.4	Strategic Advisor Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and Karatage Opportunities (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.4 STRATEGIC ADVISORY AGREEMENT This Strategic Advisor Agreement (the “Agreement”) is entered into as of July 27, 2025 (the “Effective Date”), by and between Mill City Ventures III, Ltd., a Minnesota corporation with its principal place of business at 1907 Wayzata Blvd #205, Wayzata, MN 55391 (“Customer”), and Karatage Opportunities, of 4th Floor, Harbour Place, 103 South Church Street,
July 31, 2025	EX-10.5	Asset Management Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.5 ASSET MANAGEMENT AGREEMENT This ASSET MANAGEMENT AGREEMENT (this “Agreement”), effective as of July 27, 2025 (the “Effective Date”), is entered into by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Client”), and Galaxy Digital Capital Management LP (the “Asset Manager” and, together with the Client, the “Parties”). WHEREAS, the Client wishes to appoint the As
July 31, 2025	EX-4.6	Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-10.2	Placement Agency Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and A.G.P/Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.2 July 27, 2025 Mill City Ventures III, Ltd 1907 Wayzata Boulevard East, Suite 205 Wayzata, MN 55391 Dear Mr. Polinsky: Subject to the terms and conditions of this letter agreement (the “Agreement”) between A.G.P./Alliance Global Partners (the “Placement Agent”), as the sole placement agent, and Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), the parties hereby ag
July 31, 2025	EX-10.3	Form of Registration Rights Agreement, dated as of July 27, 2025, between Mill City Ventures III, Ltd. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of July [●], 2025, between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P
July 31, 2025	EX-10.6	Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Mill City Ventures III, Ltd. and the Foundation Investor (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.6 Execution Version DIGITAL ASSET PURCHASE AND SALE AGREEMENT THIS DIGITAL ASSET PURCHASE AND SALE AGREEMENT, dated July 27, 2025 (the “Effective Date”), is made by and between Sui Foundation, a foundation company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned (the “Counterparty”). Company and Counterparty shall be referred to herein individually
July 31, 2025	EX-4.5	Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-4.3	Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-4.2	Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-10.1	Form of Securities Purchase Agreement, dated as of July 27, 2025, between Mill City Ventures III, Ltd. and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2025, between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and each of the several purchasers identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to th
July 31, 2025	EX-4.1	Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on July 31, 2025). EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
July 31, 2025	EX-99.1	Mill City Ventures III, Ltd. Announces $450,000,000 Private Placement to Initiate Sui Treasury Strategy Upon the closing of the Private Placement, Mill City will adopt a Sui Treasury Strategy Mill City intends to continue its short-term non-bank lend EXHIBIT 99.1 Mill City Ventures III, Ltd. Announces $450,000,000 Private Placement to Initiate Sui Treasury Strategy Upon the closing of the Private Placement, Mill City will adopt a Sui Treasury Strategy Mill City intends to continue its short-term non-bank lending and specialty finance business Marius Barnett and Stephen Mackintosh, Co-founders of Karatage, will become Chairman of the Board of D
July 22, 2025	8-K	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): July 18, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)
July 15, 2025	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): July 9, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number) (
June 18, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☐ Definitive Proxy Statem
June 13, 2025	EX-3.1	Amended and Restated Bylaws of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 13, 2025) EXHIBIT 3.1 BYLAWS OF MILL CITY VENTURES III, LTD (Amended and Restated as of June 11, 2025) SHAREHOLDERS Section 1.01. Place of Meetings and Annual Meeting Meetings of the shareholders shall be held at the principal executive office of the corporation or at such other place or places as the Board may from time to time designate. The Board may determine that shareholders not physically present in
June 13, 2025	8-K	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 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): June 11, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)
May 13, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY
May 9, 2025	EX-97	Clawback Policy * EXHIBIT 97 MILL CITY VENTURES III, LTD. Clawback Policy The Board of Directors (the “Board”) of Mill City Ventures III, Ltd. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Po
May 9, 2025	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 ☐ TRANSITION REPO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41472 MILL
March 10, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU
February 3, 2025	8-K	Entry into a Material Definitive Agreement, Other Events 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): January 31, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe
February 3, 2025	EX-10.5	Executive Employment Agreement with Joseph Geraci (incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on February 3, 2025). EXHIBIT 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into to be effective as of January 1, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Jospeh A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and
February 3, 2025	EX-10.4	Executive Employment Agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on February 3, 2025). EXHIBIT 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into to be effective as of January 1, 2025, between Mill City Ventures III, Ltd. (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain
February 3, 2025	EX-10.2	Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2025). EXHIBIT 10.2 AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT This Amended and Restated Subordination and Intercreditor Agreement (this “Agreement”) is made as of January 24, 2025, by and among (i) Mill City Ventures III, Ltd., a Minnesota corporation (“Subordinated Creditor”), (ii) Orion Pip LLC, a Delaware limited liability company, as administrative agent and as collateral agent (
February 3, 2025	EX-10.6	Press release dated February 3, 2025* EXHIBIT 10.6 Mill City Ventures Collateralizes $10 Million Loan to Mustang Funding Wayzata, MN – February 3, 2025 – Mill City Ventures III, Ltd. (NASDAQ: MCVT) announced today that it has entered into a Security Agreement with Mustang Funding, LLC. Under the Security Agreement, Mill City Ventures obtained a second-position lien on substantially all of Mustang Funding’s assets to serve as collatera
February 3, 2025	EX-10.3	Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.3 to the registrant’s current report on Form 8-K filed on February 3, 2025). EXHIBIT 10.3 THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (THE “SUBORDINATION AGREEMENT”) DATED AS OF THE DATE HEREOF AMONG MILL CITY VENTURES III, LTD., A MINNESOTA CORPORATION (“SUBORDINATED CREDITOR”), (II) ORION PIP LLC, A DELAWARE LIMITED L
February 3, 2025	EX-10.1	Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2025). EXHIBIT 10.1 AMENDMENT NO. 5 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of January 21, 2025 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a
January 28, 2025	8-K	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): January 22, 2025 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): January 22, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Com
January 7, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): January 7, 2025 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number
January 7, 2025	EX-10.1	Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 7, 2025). EXHIBIT 10.1 AMENDMENT NO. 4 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of January 7, 2025 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a
December 18, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): December 18, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numb
December 18, 2024	EX-10.1	Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 18, 2024). EXHIBIT 10.1 AMENDMENT NO. 3 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of December 18, 2024 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd.,
December 2, 2024	DEFA14A	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): November 26, 2024 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): November 26, 2024 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Co
December 2, 2024	8-K	Other Events 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): November 26, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (Co
November 20, 2024	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): November 18, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl
November 20, 2024	EX-10.1	Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 20, 2024). EXHIBIT 10.1 AMENDMENT NO. 2 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE This Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of November 18, 2024 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd.,
November 12, 2024	EX-10.2	Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd. (incorporated by reference to exhibit 10.2 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023). EXHIBIT 10.2 FOURTH SHORT-TERM PROMISSORY NOTE Issuance Date: September 29, 2023 $10,000,000 FOR VALUE RECEIVED, Mustang Funding, LLC, a Delaware limited liability company (“Maker”), hereby promises to pay to the order of Mill City Ventures III, Ltd., a Minnesota corporation or its successors or assigns (as applicable, the “Holder”), the principal amount of $10,000,000 (USD), in satisfaction of a
November 12, 2024	EX-10.1	Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on November 12, 2024). EXHIBIT 10.1 FOURTH SHORT-TERM LOAN AGREEMENT THIS FOURTH SHORT-TERM LOAN AGREEMENT (this “Agreement”), dated as of September 29, 2023, is made by and between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Lender”). INTRODUCTION Borrower is seeking a short-term loan to address certain short-term operating capital
November 12, 2024	EX-10.3	Amendment No. 1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to exhibit 10.3 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023). EXHIBIT 10.3 AMENDMENT NO. 1 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE THIS AMENDMENT NO. 1 TO FOURTH SHORT-TERM LOAN AGREEMENT AND FOURTH SHORT-TERM PROMISSORY NOTE (this “Amendment”) is entered into by Mill City Ventures III, Ltd., a Minnesota corporation (“Lender”) effective as of April 29, 2024 (the “Effective Date”), and Mustang Funding, LLC, a Delaware limited
November 12, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C
November 12, 2024	EX-10.4	Subordination and Intercreditor Agreement among Mill City Ventures III, Ltd, Mustang Funding, LLC, and Orion Pip LLC, dated December 28, 2022 EXHIBIT 10.4 SUBORDINATION AND INTERCREDITOR AGREEMENT This Subordination and Intercreditor Agreement (this “Agreement”) is made as of December 28, 2022, by and among (i) Mill City Ventures III, Ltd., a Minnesota corporation (“Subordinated Creditor”), (ii) Orion Pip LLC, a Delaware limited liability company, as administrative agent and as collateral agent (in such capacities, together with its suc
October 11, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem
August 21, 2024	8-K	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): August 20, 2024 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): August 20, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number
August 14, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V
May 15, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY
April 2, 2024	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
April 2, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU
January 25, 2024	8-K	Termination of a Material Definitive Agreement 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): January 22, 2024 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Numbe
December 1, 2023	EX-99.1	Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.* EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Douglas M. Polinsky (the “Optionee”). The Board of Directors of the Company h
December 1, 2023	SC 13D/A	MCVT / Mill City Ventures III Ltd / POLINSKY DOUGLAS MICHAEL - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Douglas M. Polinsky 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Date
December 1, 2023	SC 13D/A	MCVT / Mill City Ventures III Ltd / GERACI JOSEPH ANTHONY II - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Joseph A. Geraci, II 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Dat
December 1, 2023	EX-99.1	Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.* EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Joseph A. Geraci, II (the “Optionee”). The Board of Directors of the Company
November 30, 2023	EX-99.1	Non-Qualified Stock Option Agreement dated as of November 23, 2022, between the reporting person and the issuer.* EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Joseph A. Geraci, II (the “Optionee”). The Board of Directors of the Company has adopted a stock-based incentive plan denominated the 2022
November 30, 2023	SC 13D/A	MCVT / Mill City Ventures III Ltd / Mill City Ventures III, Ltd - SC 13D/A Activist Investment SC 13D/A 1 mcvtsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Joseph A. Geraci, II 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (9
November 30, 2023	SC 13D/A	MCVT / Mill City Ventures III Ltd / Mill City Ventures III, Ltd - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 200 (CUSIP Number) Douglas M. Polinsky 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (952) 479-1920 November 23, 2022 (Date
November 30, 2023	EX-99.1	NON-QUALIFIED STOCK OPTION AGREEMENT EX-99.1 2 mcvtex991.htm NON-QUALIFIED STOCK OPTION AGREEMENT EXHIBIT 99.1 NON-QUALIFIED STOCK OPTION AGREEMENT This Non-Qualified Stock Option Agreement (the “Agreement”) is entered into effective as of November 23, 2022 (the “Grant Date”), between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”) and Douglas M. Polinsky (the “Optionee”). The Board of Directors of the Company h
November 17, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C
November 15, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
November 6, 2023	8-K	Submission of Matters to a Vote of Security Holders 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): October 31, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo
September 28, 2023	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ☒ Definitive Proxy Statem
September 11, 2023	8-K	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): September 11, 2023 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): September 11, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction of incorporation) (C
September 11, 2023	EX-99.1	Mill City Ventures III, Ltd. Extends Further Credit to Mustang Litigation Funding EXHIBIT 99.1 Mill City Ventures III, Ltd. Extends Further Credit to Mustang Litigation Funding Minneapolis, September 11, 2023 Accesswire / - Mill City Ventures III, Ltd. ("Mill City") (Nasdaq: MCVT), a specialty short-term finance and non-bank lender, announced today that it extended an additional $1 million of short-term loan principal to Mustang Funding LLC d/b/a Mustang Litigation Funding (“Mu
August 23, 2023	S-8	As filed with the Commission on August 23, 2023 As filed with the Commission on August 23, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 (Address of principal executive offices) Minnesota (State
August 23, 2023	EX-FILING FEES	Filing Fee Table EXHIBIT 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) MILL CITY VENTURES III, LTD.
August 15, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
August 15, 2023	EX-10.1	Amendment No. 1 to 2022 Stock Incentive Plan, adopted as of August 14, 2023 (incorporated by reference to Exhibit 10.1 to the issuer’s Form 10-Q, filed on August 15, 2023). EXHIBIT 10.1 AMENDMENT NO. 1 TO MILL CITY VENTURES III, LTD. 2022 STOCK INCENTIVE PLAN Effective Date: August 14, 2023 This Amendment No. 1 to Mill City Ventures III, Ltd. 2022 Stock Incentive Plan (this “Amendment”) is approved and adopted by the Board of Directors (the “Board”) of Mill City Ventures III, Ltd. (the “Company”), under authority granted to the Board pursuant to Section 14 of the Mil
August 15, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY V
June 7, 2023	8-K/A	Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 19, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)
June 7, 2023	EX-99.1	Letter dated May 22, 2023 from Boulay PLLP to the US Securities and Exchange Commission EXHIBIT 99.1
May 22, 2023	8-K	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 19, 2023 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 19, 2023 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number) (
May 22, 2023	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4
May 22, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY
May 16, 2023	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
May 2, 2023	RW	MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 May 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Mill City Ventures III, Ltd. – Application for Withdrawal of Registration Statement on Form S-1 (File No. 333-262653) To Whom It May Concern: Mill City Ventures III, Ltd. (the “Comp
April 17, 2023	EX-10.3	Employment agreement with Joseph Geraci (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023) EXHIBIT 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of January 1, 2023, between Mill City Ventures III, LTD (the “Company”) and Jospeh A. Geraci, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the company
April 17, 2023	EX-10.2	Employment agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023) EXHIBIT 10.2 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made and entered into as of January 1, 2023, between Mill City Ventures III, LTD (the “Company”) and Douglas M. Polinsky, individually (the “Executive”). RECITALS WHEREAS, the Company desires to assure itself of the Executive’s employment during the period specified herein to maintain and grow the comp
April 17, 2023	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL CITY VENTU
April 3, 2023	NT 10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
February 24, 2023	8-K	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): February 20, 2023 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): February 20, 2023 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl
January 25, 2023	8-K	Submission of Matters to a Vote of Security Holders 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): January 20, 2023 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo
December 15, 2022	DEF 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro
December 6, 2022	EX-99.1	Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Mustang Funding, LLC EXHIBIT 99.1 Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Mustang Funding, LLC Minneapolis, December 6, 2022 Accesswire / - Mill City Ventures III, Ltd. ("Mill City") (Nasdaq: MCVT), a specialty short-term finance and non-bank lender, announced today that it has entered into a non-binding letter of intent for a merger transaction with Mustang Funding, LLC dba Mustang Litiga
December 6, 2022	8-K	Financial Statements and Exhibits, Other Events 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): December 6, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Emplo
December 6, 2022	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): November 23, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission (IRS Empl
December 2, 2022	PRE 14A	United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Pro
November 18, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41472 MILL C
November 14, 2022	NT 10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
August 15, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
August 11, 2022	EX-99.1	Mill City Ventures III, Ltd. Announces Closing of $5.0 Million Public Offering and Uplisting to Nasdaq Exhibit 99.1 Mill City Ventures III, Ltd. Announces Closing of $5.0 Million Public Offering and Uplisting to Nasdaq MINNEAPOLIS, August 11, 2022 /PRNewswire/ - Mill City Ventures III, Ltd. (NasdaqCM: MCVT) (Mill City or the ?Company?) a non-bank lender and specialty finance company, today announced the closing of its underwritten public offering of 1,250,000 shares of common stock at a public offe
August 11, 2022	8-K	Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits 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): August 11, 2022 (August 5, 2022) MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commi
August 11, 2022	EX-3.1	Articles of Amendment to Amended and Restated Articles of Incorporation of Mill City Ventures III, Ltd. (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on August 11, 2022) Exhibit 3.1 Office of the Minnesota S ecretary of State Minnesota Business & Nonprofit Corporations Amendment to Articles of Incorporation Minnesota S1at11tes, Chapter 302A or 317A R e ad th e in s tru c tion s b e for e c ompletin g thi s form. Filin g Fee : $ 55 for ex p e dited s ervi ce in - p e rs o n and onlin e filin gs, $35 for m a il Note : I n fo r mat ion prov i ded when fili ng a b usi
August 9, 2022	8-K	Regulation FD Disclosure, Financial Statements and Exhibits 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): August 8, 2022 MILL CITY VENTURES III, LTD. (Exact name of registrant as specified in its charter) Minnesota 001-41472 90-0316651 (State or other jurisdiction (Commission File Number)
August 9, 2022	424B4	Mill City Ventures III, Ltd. 1,250,000 Shares Common Stock ? Table of Contents ? Filed Pursuant to Rule 424(b)(4) Registration No. 333-264474 ? ? ? ? PROSPECTUS Mill City Ventures III, Ltd. 1,250,000 Shares Common Stock We are offering 1,250,000 shares of common stock, par value $0.001 (?common stock?, and each a ?Share? and collectively, the ?Shares?) of Mill City Ventures III, Ltd. (the ?Company,? ?Mill City Ventures III,? ?we,? ?our? or ?us?) at $4.00
August 9, 2022	EX-99.1	Mill City Ventures III, Ltd. Announces Pricing of $5.0 Million Public Offering and Concurrent Uplisting to the Nasdaq Capital Market Exhibit 99.1 Mill City Ventures III, Ltd. Announces Pricing of $5.0 Million Public Offering and Concurrent Uplisting to the Nasdaq Capital Market MINNEAPOLIS, August 8, 2022 /PRNewswire/ - Mill City Ventures III, Ltd. (NasdaqCM: MCVT) (Mill City or the ?Company?) a non-bank lender and specialty finance company, today announced the pricing of its underwritten public offering of 1,250,000 shares of
August 8, 2022	CORRESP	MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 August 8, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: David Gessert / David Lin Re: Mill City Ventures, III, Ltd. Registration Statement on Form S-1, File No. 333-264474 REQUEST FOR ACCELERATION OF EFF
August 8, 2022	S-1/A	As filed with the Securities and Exchange Commission on August 8, 2022 As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.
August 8, 2022	8-A12B	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mill City Ventures III, Ltd. (Exact Name of Reg UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Mill City Ventures III, Ltd.
August 8, 2022	CORRESP	Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 August 8, 2022 Alexander Capital, L.P. 17 State Street, 5th Floor New York, NY 10004 August 8, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: Mill City Ventures III, Ltd. Registration Statement on Form S-1/A File No. 333-2644474 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended (the ?Securities Act?), th
August 4, 2022	S-1/A	As filed with the Securities and Exchange Commission on August 4, 2022 Table of Contents ? As filed with the Securities and Exchange Commission on August 4, 2022 Registration No.
July 28, 2022	EX-99.1	Audit Committee Charter ? Exhibit 99.1 ? Mill City Ventures III, Ltd. ? AUDIT COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the "Board") of Mill City Ventures III, Ltd. (the ?Corporation? or ?Company?) to be known as the Audit Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: ? I. Purpose of the Committee. The primary purpose of the Committe
July 28, 2022	FWP	Issuer Free Writing Prospectus Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333-2644474 July 2022 Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333 - 2644474 July 2022 Safe Harbor / Forward - Looking Statements Free Writing Prospectus The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates .
July 28, 2022	EX-14.1	Code of Ethics Exhibit 14.1 ? MILL CITY VENTURES III, LTD. CODE OF CONDUCT AND ETHICS ? (Approved on March 5, 2021) ? Introduction ? This Code of Conduct and Ethics (this ?Code?) sets forth the commitment of Mill City Ventures III, Ltd., together with its subsidiary entities (collectively, the ?Company?) to high ethical standards and full compliance with applicable laws, rules and regulations. This Code applies
July 28, 2022	S-1/A	As filed with the Securities and Exchange Commission on July 27, 2022 Table of Contents ? As filed with the Securities and Exchange Commission on July 27, 2022 Registration No.
July 28, 2022	EX-99.3	Nominating and Corporate Governance Charter ? Exhibit 99.3 Mill City Ventures III, Ltd. CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the ?Board?) of Mill City Ventures III, Ltd. (the ?Company?) to be known as the Nominating and Corporate Governance Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: ? I. Purpose of the Committ
July 28, 2022	EX-1.1	Underwriting Agreement Exhibit 1.1 ? UNDERWRITING AGREEMENT among MILL CITY VENTURES III, LTD. and ALEXANDER CAPITAL, L.P., as Representative of the Several Underwriters ? MILL CITY VENTURES III, LTD. UNDERWRITING AGREEMENT New York, New York [?], 2022 Alexander Capital, L.P. As Representative of the several Underwriters named on Schedule 1 attached hereto c/o Alexander Capital, L.P. 17 State Street, 5th Floor New York,
July 28, 2022	EX-99.2	Compensation Committee Charter Exhibit 99.2 ? Mill City Ventures III, Ltd. COMPENSATION COMMITTEE CHARTER ? There shall be a Committee of the Board of Directors (the ?Board?) of Mill City Ventures III, Ltd. (the ?Company?) to be known as the Compensation Committee (?Committee) with purpose, composition, duties, authority, and responsibilities, as follows: I. Purpose of the Committee. ? The purposes of the Committee shall be to:
June 8, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mill City Ventures III, Ltd.
June 8, 2022	CORRESP	MILL CITY VENTURES III, LTD 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 MILL CITY VENTURES III, LTD 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 June 7, 2022 David Gessert U.
June 8, 2022	S-1/A	As filed with the Securities and Exchange Commission on June 7, 2022 Table of Contents As filed with the Securities and Exchange Commission on June 7, 2022 Registration No.
May 13, 2022	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
April 26, 2022	S-1	As filed with the Securities and Exchange Commission on April 25, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 25, 2022 Registration No.
April 26, 2022	EX-FILING FEES	Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) Mill City Ventures III, Ltd.
March 14, 2022	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
February 11, 2022	EX-FILING FEES	Calculation of Registration Fee Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Mill City Ventures III, Ltd.
February 11, 2022	S-1	As filed with the U.S. Securities and Exchange Commission on February 11, 2022 As filed with the U.S. Securities and Exchange Commission on February 11, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Mill City Ventures III, Ltd. (Exact Name of Registrant as Specified in its Charter) Minnesota 6153 90-0316551 (State or other jurisdiction of incorporation) (Prim
January 10, 2022	EX-10.1	Loan and Security Agreement with Eastman Investment, Inc. and Lyle A. Berman as trustee of the Lyle A. Berman Revocable Trust, dated January 3, 2022 Exhibit 10.1 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of January 3, 2022, is made and entered into by and between Mill City Ventures III, Ltd., a Minnesota corporation (the ?Borrower?), on the one hand, and Lyle A. Berman, as Trustee of the Lyle A. Berman Revocable Trust, and Eastman Investment, Inc., a Nevada corporation (each a ?Lender? and collec
January 10, 2022	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant 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): January 3, 2022 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Number
November 12, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
October 14, 2021	10-Q/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.
October 12, 2021	CORRESP	MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 CORRESP 1 filename1.htm MILL CITY VENTURES III, LTD. 1907 Wayzata Boulevard, Suite 205 Wayzata, MN 55391 October 12, 2021 VIA EDGAR Cara Lubit U.S. Securities and Exchange Commission Division of Corporation Finance Washington, DC 20549 RE: Comment Letter dated September 16, 2021 — Form 10-K for the Fiscal Year Ended December 31, 2020 Filed March 10, 2021 Form 10-Q for the Quarterly Period Ended Ju
August 16, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V
May 17, 2021	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
March 10, 2021	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
February 19, 2021	8-K	Other Events 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): February 19, 2021 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Numb
December 17, 2020	EX-99.2	Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Digital Cash Processing, Inc. Exhibit 99.2 Mill City Ventures III, Ltd. Enters into Letter of Intent to Acquire Digital Cash Processing, Inc. Minneapolis, MN – December 17, 2020 - Mill City Ventures III, Ltd. (“Mill City”), a specialty finance company and non-bank lender, entered into a letter of intent for a merger transaction with Digital Cash Processing, Inc. (“DCP”), a financial technology company providing an array of tra
December 17, 2020	8-K	Financial Statements and Exhibits, Other Events - FORM 8-K 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): December 17, 2020 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Numb
December 17, 2020	EX-99.1	MILL CITY VENTURES III, LTD. 1907 Wayzata Blvd. Suite 205 Wayzata, MN 55391 Exhibit 99.1 MILL CITY VENTURES III, LTD. 1907 Wayzata Blvd. Suite 205 Wayzata, MN 55391 December 17, 2020 Via Electronic Mail Mr. Ram Chary Chief Executive Officer Digital Cash Processing, Inc. Email: [email protected] RE: Merger and Spin-Off Transaction Dear Ram: This letter of intent is entered into as of the date above by and between Digital Cash Processing, Inc., a Minnesota corporation (th
October 30, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C
September 18, 2020	SC 13G/A	MCVT / Mill City Ventures III, Ltd. / Blatt Kenneth Marc - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 101 (CUSIP Number) September 14, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design
July 31, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V
July 29, 2020	SC 13G	MCVT / Mill City Ventures III, Ltd. / Blatt Kenneth Marc - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MILL CITY VENTURES III, LTD. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 59982U 101 (CUSIP Number) JULY 3, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the
May 15, 2020	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
May 11, 2020	EX-99.1	### Exhibit 99.1 Mill City Ventures III, Ltd. Formalizes New Business Plan Minneapolis, Minn., May 7, 2020 – Mill City Ventures III, Ltd. (OTCPK: MCVT) (“Mill City” or the “Company”), announced today that the company’s Board of Directors has authorized a formal change to the company’s business operations to include short-term non-bank lending and specialty finance. Douglas M. Polinsky, Chief Executive
May 11, 2020	8-K	Financial Statements and Exhibits, Other Events 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 8, 2020 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 811-22778 90-0316651 (State or other jurisdiction (Commission File Number) (I
March 30, 2020	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
December 27, 2019	N-54C	MCVT / Mill City Ventures III, Ltd. N-54C - - FORM N-54C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-54C NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 6s OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned business development company hereby notifies the Securities and Exchange Commission that it withdraws its election
December 26, 2019	8-K	Submission of Matters to a Vote of Security Holders 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): December 23, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numb
November 26, 2019	DEF 14A	MCVT / Mill City Ventures III, Ltd. DEF 14A - - DEF 14A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Us
November 14, 2019	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C
October 29, 2019	PRER14A	MCVT / Mill City Ventures III, Ltd. PRER14A - - PRER14A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Us
October 29, 2019	CORRESP	MCVT / Mill City Ventures III, Ltd. CORRESP - - Paul D. Chestovich, Esq. Paul D. Chestovich, Esq. 1800 Goodrich Avenue Saint Paul, MN 55104 Phone: (651) 235-7536 E-Mail: [email protected] October 29, 2019 VIA EDGAR Mr. Jay Williamson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington DC 20549 RE: Mill City Ventures III, Ltd. Preliminary Proxy Statement filed on October 15, 2019 Dear Mr. Wil
October 15, 2019	PRER14A	MCVT / Mill City Ventures III, Ltd. PRER14A - - PRER14A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Us
October 15, 2019	CORRESP	MCVT / Mill City Ventures III, Ltd. CORRESP - - Paul D. Chestovich, Esq. Paul D. Chestovich, Esq. 1800 Goodrich Avenue Saint Paul, MN 55104 Phone: (651) 235-7536 E-Mail: [email protected] October 14, 2019 VIA EDGAR Mr. Jay Williamson U.S. Securities and Exchange Commission Division of Investment Management 100 F Street NE Washington DC 20549 RE: Mill City Ventures III, Ltd. Preliminary Proxy Statement filed on August 31, 2019 Dear Mr. Will
August 30, 2019	PRE 14A	MCVT / Mill City Ventures III, Ltd. PRE 14A - - PROXY STATEMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commissio
August 21, 2019	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V
July 29, 2019	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
June 19, 2019	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
May 16, 2019	NT 10-Q	MCVT / Mill City Ventures III, Ltd. NT 10-Q NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 (AMENDMENT TO FILING MADE ON APRIL 1, 2019) NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F x Form 10-Q ¨ Form N-SAR For Period Ended: March 31, 2019 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.
April 18, 2019	8-K	Changes in Registrant's Certifying Accountant 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): April 9, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Number)
April 5, 2019	EX-16.1	Letter from Baker Tilly Virchow Krause, LLP (filed herewith) Exhibit 16.1 April 5, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K, dated on or about April 2, 2019, of Mill City Ventures III, Ltd. We agree with the statements contained therein insofar as they relate to our firm. Sincerely, Baker Tilly Virchow Krause, LLP Baker Tilly Virchow Krause, LLP trading as Baker Tilly i
April 5, 2019	8-K	Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): April 2, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Number)
April 5, 2019	NT 10-K/A	MCVT / Mill City Ventures III, Ltd. NT 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 (AMENDMENT TO FILING MADE ON APRIL 1, 2019) NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.
April 1, 2019	NT 10-K	MCVT / Mill City Ventures III, Ltd. NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR ¨ Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.
February 1, 2019	EX-10.1	Employment Agreement with Douglas M. Polinsky* Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Douglas M. Polinsky, a resident of State of Minnesota (“Polinsky”). It is hereby agreed as follows: 1. Engagement and Acceptance. The Company hereby engages Polinsky
February 1, 2019	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): January 28, 2019 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numbe
February 1, 2019	EX-10.2	Employment Agreement with Joseph A. Geraci, II* Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated effective as of January 1, 2019 (the “Effective Date”), is by and between Mill City Ventures III, Ltd., a Minnesota corporation (the “Company”), and Joseph A. Geraci, II, a resident of State of Minnesota (“Geraci”). It is hereby agreed as follows: 1. Engagement and Acceptance. The Company hereby engages Geraci to
November 14, 2018	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C
September 5, 2018	8-K	Other Events 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): September 5, 2018 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numb
August 10, 2018	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ( For the quarterly period ended June 30, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
May 14, 2018	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
April 2, 2018	CORRESP	MCVT / Mill City Ventures III, Ltd. CORRESP Bradley Pederson Direct Dial: (612) 672-8341 Direct Fax: (612) 642-8341 [email protected] April 2, 2018 VIA EDGAR Ms. Megan Miller Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure and Review Office 3 World Financial Center New York, NY 10281 Re: Mill City Ventures III, Ltd. (the “Company”) Annual Report on Form 10-K for the year ended
March 30, 2018	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
November 14, 2017	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C
August 11, 2017	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V
May 15, 2017	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY
March 28, 2017	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
November 15, 2016	NT 10-Q	Mill City Ventures III NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: September 30, 2016 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR ? Transition Report on Form 11-K For the Transition Period Ended: Read attached instruction sheet before preparing form.
November 15, 2016	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL C
August 17, 2016	CORRESP	Mill City Ventures III ESP Paul D. Chestovich Direct Dial: (612) 672-8305 Direct Fax: (612) 642-8305 [email protected] August 16, 2016 VIA EDGAR Ms. Megan Miller Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure and Review Office 3 World Financial Center New York, NY 10281 Re: Mill City Ventures III, Ltd. (the ?Company?) Annual Report on Form 10-K for the year en
August 17, 2016	10-K/A	Annual Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number
August 15, 2016	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
August 15, 2016	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
July 8, 2016	CORRESP	Mill City Ventures III ESP Paul D. Chestovich Direct Dial: (612) 672-8305 Direct Fax: (612) 642-8305 [email protected] July 8, 2016 VIA EDGAR Ms. Megan Miller Staff Accountant U.S. Securities and Exchange Commission Division of Investment Management, Disclosure and Review Office 3 World Financial Center New York, NY 10281 Re: Mill City Ventures III, Ltd. (the ?Company?) Annual Report on Form 10-K for the year ended
May 16, 2016	10-Q	Quarterly Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
March 30, 2016	10-K	Annual Report - UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY V
January 26, 2016	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events 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): January 20, 2016 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numbe
January 26, 2016	EX-99.1	Mill City Ventures III, Ltd. adds Lyle Berman as Board Member Exhibit 99.1 Mill City Ventures III, Ltd. adds Lyle Berman as Board Member WAYZATA, Minn., Jan. 20, 2016 /PRNewswire/ - Mill City Ventures III, Ltd. (?Mill City?) today announced that Lyle Berman, board member of Golden Entertainment (?Golden?) and founder, former chairman and Chief Executive Officer of Grand Casinos, Inc., was appointed to the company?s board of directors, returning the board?s s
November 20, 2015	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 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): November 18, 2015 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 90-0316651 (State or other jurisdiction (Commission File Numb
November 6, 2015	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
August 17, 2015	EX-99.1	Mill City Ventures III, Ltd. Announces Record Revenues, Earnings for 2nd quarter Exhibit 99.1 Mill City Ventures III, Ltd. Announces Record Revenues, Earnings for 2nd quarter ? Revenue from interest and dividends increased 73% ? Breakeven operating quarter from loss year ago WAYZATA, Minn., August 14, 2015 - Mill City Ventures III, Ltd. (?MCV? or the ?Fund?) (OTCBB: MCVT) (http: www.millcityventures3.com) today announced record net realized interest and dividend income for the
August 17, 2015	8-K	Financial Statements and Exhibits, Other Events 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): August 14, 2015 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 20-4709758 (State or other jurisdiction of incorporation) (Comm
August 14, 2015	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
May 12, 2015	10-Q	Quarterly Report - FORM 10-Q 10-Q 1 v41022410q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MIL
March 31, 2015	EX-10.10	Guaranty and Pledge Agreement with Christopher Larson and Cameron Robb dated effective February 6, 2014 (incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.10 EXHIBIT F GUARANTY AND PLEDGE AGREEMENT THIS GUARANTY AND PLEDGE AGREEMENT is made and entered into as of February 6, 2014, by and among Christopher Larson (“Larson”), Cameron Robb (“Robb,” and collectively referred to with Larson as the “Pledgors”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Pledgee”). WITNESSETH: WHEREAS, Pledgee is a party to that certain Securiti
March 31, 2015	EX-10.7	Senior Secured Convertible Debenture of Mix 1 Life, Inc. dated effective February 6, 2014 (incorporated by reference to Exhibit 10.7 to the registrant’s Annual Report on Form 10-k filed on March 31, 2015) EX-10.7 3 v405868ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OF
March 31, 2015	EX-10.12	Senior Secured Promissory Note of Mix 1 Life, Inc. dated effective March 13, 2015 (incorporated by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.12 12% SENIOR SECURED PROMISSORY NOTE DUE MARCH 13, 2016 Original Issue Date: March 13, 2015 $250,000.00 For Value Received, MIX 1 LIFE INC., a Nevada corporation, (the “Company”), having its principal place of business at 10575 North 114th Street, Suite 103 Scottsdale, AZ 85259, hereby promises to pay to MILL CITY VENTURES III, LTD. or its registered assigns (the “Holder”), the princip
March 31, 2015	EX-10.9	Security Agreement with Mix 1 Life, Inc. dated effective February 6, 2014 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.9 EXHIBIT D SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of February 6, 2014 (this “Agreement”), is among Mix 1 Life Inc., a Nevada corporation (the “Company”), all of the Subsidiaries of the Company, if any (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 12% Senior Secured Convertible Debentures due 24 months f
March 31, 2015	EX-10.6	Securities Purchase Agreement with Mix 1 Life, Inc. dated effective February 6, 2014 (incorporated by reference to Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2014, between Mix 1 Life Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set fo
March 31, 2015	10-K	Annual Report - FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
March 31, 2015	EX-10.11	Note Purchase Agreement with Mix 1 Life, Inc. dated effective March 13, 2015 (incorporated by reference to Exhibit 10.11 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.11 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is dated as of March 13, 2015, between Mix 1 Life Inc., a Nevada corporation (the “Company”), and Mill City Ventures III, Ltd., a Minnesota corporation (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amen
March 31, 2015	EX-10.8	Warrant of Mix 1 Life, Inc. dated effective February 6, 2014 (incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed on March 31, 2015) Exhibit 10.8 EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT
December 1, 2014	DEF 14A	MCVT / Mill City Ventures III, Ltd. DEF 14A - - DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2
November 14, 2014	PRE 14A	MCVT / Mill City Ventures III, Ltd. PRE 14A - - PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by Party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2
November 12, 2014	10-Q	Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
August 11, 2014	10-Q	Quarterly Report - QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
May 13, 2014	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
March 31, 2014	10-K	Annual Report - 10-K 10-K 1 v37323710k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe
November 13, 2013	10-Q	Quarterly Report - 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
October 29, 2013	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT 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): October 25, 2013 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 0-53045 20-4709758 (State or other jurisdiction of incorporation) (Commi
August 15, 2013	8-K/A	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities - AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 20-4709758 (State or other jurisdiction of incorporation) (Com
August 14, 2013	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
August 14, 2013	EX-10.3	MAX4G, INC. Series B Convertible Preferred Stock SUBSCRIPTION AND INVESTMENT LETTER EX-10.3 4 v352979ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 MAX4G, INC. Series B Convertible Preferred Stock SUBSCRIPTION AND INVESTMENT LETTER THIS SUBSCRIPTION AND INVESTMENT LETTER (the “Agreement”) is dated as of the date set forth on the signature page hereto by and between MAX4G, Inc., a Delaware corporation (the “Company”), and the Subscriber set forth on the signature page hereto (the “Subscribe
August 14, 2013	EX-10.1	SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 3, 2013, between CombiMatrix Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions s
August 14, 2013	EX-10.2	COMMON STOCK PURCHASE WARRANT Combimatrix Corporation Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST
August 14, 2013	8-K	Unregistered Sales of Equity Securities - CURRENT REPORT 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): August 8, 2013 Mill City Ventures III, Ltd. (Exact name of registrant as specified in its charter) Minnesota 814-00991 20-4709758 (State or other jurisdiction of incorporation) (Commi
August 12, 2013	N-8F/A	- N-8F/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANES MILL CITY VENTURES III, LTD. I. General Identifying Information 1. Reason fund is applying to deregister: ¨ Merger ¨ Liquidation ¨ Abandonment of Registration x Election of status as a Business Development Company The Company ceased to be an inv
May 15, 2013	N-8F	- FORM N-8F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-8F APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES MILL CITY VENTURES III, LTD. I. General Identifying Information 1. Reason fund is applying to deregister: ¨ Merger ¨ Liquidation ¨ Abandonment of Registration x Election of status as a Business Development Company 2. Name of fund: Mill City Ven
May 15, 2013	10-Q	Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2013 OR ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTURES III, LTD.
April 15, 2013	SC 13G	MCVT / Mill City Ventures III, Ltd. / Hartzell William Robert - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.
April 12, 2013	SC 13G	MCVT / Mill City Ventures III, Ltd. / Bester David - SCHEDULE 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ?240.
April 1, 2013	10-K	Annual Report - 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 814-00991 MILL CITY VENTU
April 1, 2013	EX-10.3	PROMISSORY NOTE Exhibit 10.3 PROMISSORY NOTE $25,000.00 June 1, 2012 FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of LANTERN ADVISERS, LLC at such place as the holder of this Note may designate in writing to Maker, the principal sum of Twenty-five Thousand and NO/100 dollars ($25,000.00), together with simple interest on the unpaid principal balance from the date of this Note paid at the
April 1, 2013	EX-10.4	PROMISSORY NOTE Exhibit 10.4 PROMISSORY NOTE $214,688.16 July 1, 2012 FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of LANTERN ADVISERS, LLC at such place as the holder of this Note may designate in writing to Maker, the principal sum of Two Hundred Fourteen Thousand, Six Hundred Eight-eight and 16/100 dollars ($214,688.16), together with simple interest on the unpaid principal balance fr
April 1, 2013	EX-10.2	PROMISSORY NOTE Exhibit 10.2 PROMISSORY NOTE $5,903.48 April 1, 2012 FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of Douglas Polinsky at such place as the holder of this Note may designate in writing to Maker, the principal sum of Five Thousand Nine Hundred Three and 48/100 ($5,903.48), together with simple interest on the unpaid principal balance from the date of this Note paid at the r
April 1, 2013	EX-10.6	LETTER AGREEMENT EX-10.6 7 v339833ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 LETTER AGREEMENT December 10, 2012 Poker Magic, Inc. c/o Great North Capital 130 West Lake Street, Suite 300 Wayzata, Minnesota 55391 Re: Debt to Equity Conversion Dear Board of Directors, This letter confirms that we, the undersigned individuals and the undersigned officers/members of Lantern Advisers, LLC, acting on behalf of Lantern Advisers
April 1, 2013	EX-10.5	PROMISSORY NOTE Exhibit 10.5 PROMISSORY NOTE $50,000.00 October 31, 2012 FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of LANTERN ADVISERS, LLC at such place as the holder of this Note may designate in writing to Maker, the principal sum of Fifty Thousand and No/100 dollars ($50,000.00), together with simple interest on the unpaid principal balance from the date of this Note paid at the r
April 1, 2013	EX-10.1	PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE $5,903.48 April 1, 2012 FOR VALUE RECEIVED, the undersigned Maker promises to pay to the order of Joseph A. Geraci, II at such place as the holder of this Note may designate in writing to Maker, the principal sum of Five Thousand Nine Hundred Three and 48/100 ($5,903.48), together with simple interest on the unpaid principal balance from the date of this Note paid at t

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