Mill City Ventures 13D/A: Geraci Exits 5% Holder Status Amid Dilution

Rhea-AI Filing Summary

This Amendment No. 5 to Schedule 13D discloses that Joseph A. Geraci II—Mill City Ventures III, Ltd.’s (MCVT) Chief Financial Officer and prior 5 % holder—now beneficially owns 712,518 shares, or 0.9 % of MCVT’s 81,944,398 outstanding shares as of 31 Jul 2025. His holdings comprise 575,481 shares under sole voting/dispositive power, 137,037 shares shared through Lantern Advisers LLC and family members, and an immediately exercisable 250,000-share option. 622,694 warrant shares are excluded because they cannot be exercised within 60 days.

The ownership drop results from MCVT’s private placement that closed 31 Jul 2025, issuing 75.88 M new shares at $5.42 and 7.14 M pre-funded warrants at $5.4199. No shares were sold by Mr. Geraci during the past 60 days; the filing serves solely to update percentage ownership and constitutes an exit filing because his stake fell below the 5 % reporting threshold.

Insights

Securities Analyst

TL;DR – Major share issuance diluted CFO’s stake below 5 %; no insider selling, but dilution is material.

The 13D/A shows Mr. Geraci’s ownership shrinking to 0.9 % due to the 81.9 M-share base created by July’s $5.42 private placement. While the CFO keeps 712.5 k shares plus out-of-the-money warrants, he is no longer a statutory insider under Reg 13D. For investors, the key takeaway is the massive dilution: the deal increased the share count by ~1.3× in one transaction, implying meaningful cash inflow but pressure on per-share metrics. Lack of recent insider selling is neutral, yet the exit filing may signal reduced alignment between management and shareholders. Overall effect: modestly negative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Mill City Ventures III, Ltd

(Name of Issuer)

COMMON STOCK, $0.001 PAR VALUE PER SHARE

(Title of Class of Securities)

59982U200

(CUSIP Number)

Joseph A. Geraci, II
1907 Wayzata Boulevard, Suite 205
Wayzata, MN, 55391
(952) 479-1920

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/31/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 59982U200

1

Name of reporting person

GERACI JOSEPH ANTHONY II

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 575,481.00
8	Shared Voting Power 137,037.00
9	Sole Dispositive Power 575,481.00
10	Shared Dispositive Power 137,037.00

11

Aggregate amount beneficially owned by each reporting person

712,518.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Footnote for Entries 7, 9, 11: Includes (i) 325,481 shares of common stock of the issuer held individually and directly by Mr. Geraci; (ii) 7,677 shares of common stock of the issuer held individually by Mr. Geraci's spouse; (iii) 445 shares of common stock of the issuer held by Mr. Geraci's minor child; and (iv) 250,000 shares of common stock of the issuer presently exercisable under a non-statutory stock option. Excludes 622,694 shares of common stock exercisable under warrants issued to Mr. Geraci by the issuer on July 31, 2025. Pursuant to Rule 13d-3(d)(1)(i) of the Securities Exchange Act of 1934, the shares of common stock issuable upon exercise of such warrants are not deemed to be beneficially owned by Mr. Geraci as they are not currently exercisable, nor do they become exercisable within 60 days of the date of the event which triggered this filing. Footnote for Entries 7, 8, 9, 10, 11: The reported figures are accurate as of the date of the event requiring the filing of this document, and remain accurate as of the date on which this document is filed. Footnote for Entries 8, 10, 11: Consists of 128,915 shares of common stock of the issuer held by Lantern Advisers, LLC ("Lantern"). Lantern is controlled by Mr. Geraci and Douglas M. Polinsky, who share voting and dispositive power over the securities held by Lantern and therefore may be deemed to beneficially own the securities held by Lantern. Each of Messrs. Geraci and Polinsky disclaims beneficial ownership of the securities held by Lantern except to the extent of his individual pecuniary interest therein. Footnote for Entry 13: As of the date on which this document is filed, the percentage of common stock of the issuer beneficially owned by Mr. Geraci is 0.9% based on 81,944,398 shares of common stock of the issuer issued and outstanding, as disclosed in the issuer's Current Report on Form 8-K filed on July 31, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: COMMON STOCK, $0.001 PAR VALUE PER SHARE
(b)	Name of Issuer: Mill City Ventures III, Ltd
(c)	Address of Issuer's Principal Executive Offices: 1907 WAYZATA BOULEVARD, SUITE 205, WAYZATA, MINNESOTA , 55391.
Item 1 Comment: Explanatory Note On July 27, 2025, Mill City Ventures III, Ltd., a Minnesota corporation (the "issuer") entered into securities purchase agreements (the "Securities Purchase Agreements") with certain investors (the "Purchasers") pursuant to which the issuer agreed to sell and issue to the Purchasers in a private placement offering (the "Offering") an aggregate of (i) 75,881,625 shares of common stock (the "Shares") at an offering price of $5.42 per Share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 7,144,205 shares of common stock (the "Pre-Funded Warrant Shares") at an offering price of $5.4199 per Pre-Funded Warrant. Each of the Pre-Funded Warrants is exercisable for one share of common stock at an exercise price of $0.0001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are immediately exercisable upon issuance, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. Each Purchaser's ability to exercise its Pre-Funded Warrants is subject to certain beneficial ownership limitations set forth therein. The Offering closed on July 31, 2025 and there were 81,944,398 shares of the issuer's common stock issued and outstanding following the Offering. This Amendment No. 5 to Schedule 13D relates to shares of common stock, par value $0.001 per share, of the issuer, and amends the initial statement on Schedule 13D dated February 17, 2009, Amendment No. 1 to Schedule 13D dated February 16, 2010, Amendment No. 2 to Schedule 13D dated February 14, 2011, Amendment No. 3 to Schedule 13D dated February 17, 2012, and Amendment No. 4 to Schedule 13D dated November 30, 2023 filed by Joseph A. Geraci, II (the "reporting person"). This Amendment No. 5, together with the above-noted initial statement and its earlier amendments, are collectively referred to as the "Schedule 13D." Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. This Amendment No.5 is being filed to update the number of shares of common stock of the issuer, and the aggregate percentage of the common stock of the issuer, beneficially owned by the reporting person due to changes in outstanding common stock figures of the issuer resulting from the Offering, prior acquisitions of common stock of the issuer by the reporting person (as previously reported on Form 4 filings made with the SEC under Section 16 of the Securities Exchange Act of 1934, together with other filings of the issuer made on Form 10-Q, Form 10-K, and a proxy statement) (and which acquisitions did not require any amendment to the Schedule 13D), and not in connection with a disposition of any common stock by the reporting person. This Amendment No. 5 is the final amendment to the Schedule 13D and constitutes an exit filing for the reporting person, as the reporting person beneficially owns less than five percent of the common stock of the issuer.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended incorporate the information contained in Item 5(c).
Item 4.	Purpose of Transaction
	Item 4 is hereby amended incorporate the information contained in Item 5(c).
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference.
(b)	The information contained on the cover pages to this Amendment No. 5 is incorporated herein by this reference.
(c)	The reporting person effected no transactions during the last 60 days. This Amendment No. 5 is being filed to disclose a material change in Mr. Geraci's beneficial ownership of shares of common stock of the issuer following the Offering (as described in Item 1), as required under applicable rules.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. 99.1: Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Mill City Ventures III, Ltd. on July 31, 2025, File No. 001-41472).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GERACI JOSEPH ANTHONY II

Signature:	/s/ Joseph A. Geraci, II
Name/Title:	Joseph A. Geraci, II./Chief Financial Officer
Date:	08/04/2025

FAQ

Why did Joseph A. Geraci II file an Amendment No. 5 to Schedule 13D for MCVT?

Because a July 31 2025 private placement diluted his stake to 0.9 %, triggering an exit filing below the 5 % threshold.

How many MCVT shares does Geraci now beneficially own?

He controls 712,518 shares (575,481 sole; 137,037 shared) and an excluded 622,694 non-exercisable warrants.

What was the size and price of MCVT’s July 2025 private placement?

MCVT sold 75,881,625 shares at $5.42 and 7,144,205 pre-funded warrants at $5.4199 each.

Did Geraci sell any MCVT shares in the last 60 days?

No. The filing confirms no transactions; the percentage change stems solely from dilution.

Is this filing considered an exit filing?

Yes. Because Geraci’s ownership dropped below 5 %, Amendment No. 5 serves as his final 13D exit filing.