Mill City Ventur SEC Filings

Mill City Ventures III, Ltd. filed a Form D reporting a private equity offering under Rule 506(b). The filing shows a total offering amount of $449,999,998, with $449,999,998 already sold and $0 remaining, raised from 121 investors. The securities offered include equity, options/warrants and the securities issuable on exercise of those rights; the filing notes that proceeds from warrant exercises are not included in the stated offering total. The issuer is organized in Minnesota and lists executive officers including Douglas M. Polinsky as CEO. The filing discloses estimated sales commissions of $18,000,000 and states $0 of gross proceeds will be used to pay named executives.

Mill City Ventures III, Ltd. disclosed that it has surpassed 81.8 Million SUI in its treasury and announced the milestone via a press release dated August 11, 2025. The press release is referenced in the filing and is attached as Exhibit 99.1, which the company incorporates by reference into Item 8.01.

The current report also reiterates that the company’s common stock trades under the ticker MCVT on The Nasdaq Stock Market and lists a cover page interactive data file as Exhibit 104. The 8-K text does not disclose a valuation for the SUI holdings, details on how they were acquired, custody arrangements, or related financial statement data.

Mill City Ventures III, Ltd. (MCVT) filed a registration statement to register up to 94,026,755 shares for resale by PIPE investors and other selling stockholders. In a private placement the Company raised approximately $450 million through the sale of 75,881,625 common shares and 7,144,205 pre-funded warrants. The prospectus states the Company will not receive proceeds from resale by the selling stockholders. The Companys common stock trades on Nasdaq under MCVT and the last reported sale price was $6.17.

The Company adopted a treasury policy to allocate its principal treasury reserve to the native cryptocurrency of the Sui blockchain ("SUI"), acquiring SUI via market purchases and direct purchases from the Sui Foundation. The prospectus discloses management expects approximately 98% of the net PIPE proceeds to be used to acquire SUI and ~2% to fund the short-term lending business. The filing registers multiple classes of warrants issued to PIPE participants, advisors, management, the Placement Agent (A.G.P.), and a director.

The filing also discloses a principal equity facility with A.G.P. under which A.G.P. may purchase up to $500 million of common stock at 95% of VWAP, material board and officer changes, and detailed risk disclosures highlighting volatility, regulatory uncertainty around SUI, potential 1940 Act implications, dilution from registered shares and warrants, and custody/cybersecurity risks for crypto holdings.

Mill City Ventures III, Ltd. (MCVT) – Form 4 discloses that Director and Chief Financial Officer Joseph A. Geraci II received a multi-tranche equity award on 31 Jul 2025.

• Derivative securities granted: three tranches of common-stock purchase warrants covering a total of 622,694 shares.
• Exercise prices: $5.42 for 311,347 warrants; $6.504 for 207,565 warrants; $7.046 for 103,782 warrants.
• Term: Warrants are exercisable for five years and expire on 31 Jul 2030.
• Vesting: 25 % vests every six months starting six months after grant (full vest in 24 months); vesting accelerates upon termination without cause or resignation for good reason.
• Ownership status: Transaction code “A” (award) indicates no open-market purchase; all warrants are held directly by Mr. Geraci.

No non-derivative share transactions were reported; the filing affects only potential future dilution through warrant exercise.

Mill City Ventures III (MCVT) – Form 4 filing: CEO & Director Douglas M. Polinsky reported the 31 Jul 2025 acquisition of three tranches of common-stock purchase warrants.

• 311,347 warrants exercisable at $5.42
• 207,565 warrants exercisable at $6.504
• 103,782 warrants exercisable at $7.046

The warrants, totaling 622,694 underlying common shares, are exercisable for five years ending 31 Jul 2030. Vesting occurs in four equal 25 % instalments every six months, beginning six months after issuance; vesting accelerates to 100 % if the executive is terminated without cause or resigns for good reason.

All holdings are reported as directly owned; no non-derivative share transactions were disclosed. The grant strengthens management’s equity alignment but introduces potential share dilution should the warrants be exercised.

Amendment No. 5 to Schedule 13D reports that CEO Douglas M. Polinsky now beneficially owns 680,762 Mill City Ventures III (MCVT) common shares—0.8 % of the outstanding class—falling below the 5 % threshold and triggering this exit filing. His holdings comprise 301,847 directly owned shares and 250,000 currently exercisable options, plus 128,915 shares held through Lantern Advisers, LLC. An additional 622,694 warrant shares are excluded because they are not exercisable within 60 days.

The change stems not from a sale by Mr. Polinsky but from dilution created by the company’s private placement that closed on 31 Jul 2025. The issuer sold 75.88 m shares at $5.42 and issued 7.14 m pre-funded warrants at $5.4199, lifting total shares outstanding to 81.94 m. Polinsky effected no transactions in the past 60 days.

Because his ownership is now below 5 %, this amendment constitutes the final update and exit of his Schedule 13D reporting obligations.