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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 (Commission File Number) (IRS Employer
of incorporation)   Identification No.)

 

1907 Wayzata Boulevard, Suite 205

Wayzata, MN 55391

(Address of principal executive offices)

 

(952) 479-1923

(Registrant's telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 5, 2022, Mill City Ventures III, Ltd. (“Company”) filed an Amendment to its Amended and Restated Articles of Incorporation (the “Amendment”). The Amendment provides for the following changes:

 

Paragraph A of Article 3 of the Company’s Amended and Restated Articles of Incorporation was amended to read in its entirety as follows:

 

A.           The Company is authorized to issue 111,111,111 shares of capital stock, each having $0.001 par value per share. Each share of the Company’s common stock shall be entitled to one vote on all matters requiring a vote of the Company’s shareholders. Unless otherwise specifically so designated upon issuance, all shares of capital issued by the Company shall be common stock.

 

Paragraph D of Article 3 of the Company’s Amended and Restated Articles of Incorporation was amended to read in its entirety as follows:

 

D.            Effective upon the filing of Articles of Amendment with the Minnesota Secretary of State as approved by the Board of Directors (the “Effective Time”), the then-issued and outstanding common stock of the Company was combined on a 1-for-2.25 share basis such that, at the Effective Time, every two and one-quarter shares of common stock outstanding immediately prior to the Effective Time shall be combined into one share of common stock. This share combination will be effected through the exchange and replacement of certificates representing issued and outstanding shares of common stock as of the Effective Time, together with immediate book-entry adjustments to the stock register of the Company maintained in accordance with the Act. In the event that the share combination would result in a shareholder being entitled to receive less than a full share of common stock, the fractional share that would so result shall be rounded up to the nearest whole share of common stock. The par value of each share of issued and outstanding common stock shall not be affected by the share combination.

 

The Amendment was announced by FINRA and became effective as of August 9, 2022.

 

Terms of the Amended and Restated Articles were otherwise not modified in connection with the Amendment. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On August 11, 2022, the Company issued a press release announcing the closing of the Company’s public offering of shares of its common stock and listing of its common stock on the Nasdaq Capital Market. The press release is being furnished as an exhibit to this report.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

  Item Description
  3.1 Amendment to Amended and Restated Articles of Incorporation
  99.1 Press Release dated August 11, 2022 (furnished pursuant to Item 7.01)
  104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  MILL CITY VENTURES III, LTD.
     
Date: August 11, 2022    
  By: /s/ Joseph A. Geraci, II
    Joseph A. Geraci, II
    Chief Financial Officer

 

 

 

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 usiness entity is pub l ic data and may be viewable o n line. Th i s inc l udes but is n ot li mited to all i nd ividua l names a n d a d dresses . I . Corpora t e Name : (Requi r ed) j Mill Cit y V ent u r e s Ill , Lt d . List the name of the company prior to any desired name change 2. Th i s ame n d m e n t i s effe ct ive o n t h e day it is fi l ed w i th the Secretary of S t ate, u nl ess you in dicate anothe r date, no later t h an 30 d ays aft e r fi l ing wi t h t he Secretary of State. Fo r mat: (mm/dd/yyyy) 3. The followi n g amendme n t(s) t o ar t icles r egu lating the above co r pora t ion were a d o p te d: (Inse r t ful l text of new l y ame n ded article(s) ind i cat i ng which article(s) is (are) being amended or added.) If the full t ext of the amendment wi l l not fi t in t he space provided, attach additional pages. ARTI CL E '=13===" Pl ease see attachment. 4. T h is amendment has b een a p p r oved p ur sua n t to Mi n nesota Stat u tes, C h apter 302A or 3 1 7 A. 5. I, the u nders i gned , ce r t i fy that l am sig n i ng this docu m en t as t h e person w h ose s i gna tu re is r equired, or as agent of t h e pe r so n (s) whose s i gna tu r e would be r e q uire d w h o has authorized m e to sign this document on his / h er beha l f, or i n both capaci t ies. I fu r t he r cert i fy t ha t I have co m plete d all r equired fields, and that t he inform at i on in th i s document i s true and correct and i n com p li ance wit h the applicable c h ap t er of Minnesota Statutes. 1 u nders ta n d t h a t by signi n g thi s document I am su b ject t rt h in Sectio n 609.48 as if I had s i gne d th i s docume n t under oat h . S i g n at ur e of Au,lil'lo r 1ze d Per s ƒ !J6 r Au t hor i ze d Agent E m a il Addr es s for Official No ti c e s Ent er an email add r ess to which the Secretary of Sta t e can for.vard offic i a l not i ces requ i red by law and other notices : I - [81 C h eck h ere to have your email a d dress exc lu de d from r eques t s fo r bu lk da t a, t o t h e exte nt a ll owed by Minn esota l aw. Li s t a name and da y time phone numb e r of a per s on who can b e c onta ct ed a bout this form: 1 1 ! Pau l D. Chestov i ch , Esq . Co ntac t Name Phone Number Entities that own , l e ase, or h a v e a n y financial int e r es t in agricultural land or land capable of b e in g farmed must re g i s t e r with th e MN D e pt. of Agriculture' s C orporat e Farm Pro g ram. Does this ent i ty own, l ease, o r h ave any fina n cial interest in agr i cu l tura l land or l and capable of being fanned? Ye s Ƒ N o [j Print

 

 

1. Paragraph A of Article 3 of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows: A. The Corporation is authorized to issue 111,111,111 shares of capital stock, each having $0.001 par value per share. Each share of the Corporation’s common stock shall be entitled to one vote on all matters requiring a vote of the Corporation’s shareholders. Unless otherwise specifically so designated upon issuance, all shares of capital issued by the Corporation shall be common stock. 2. Paragraph D of Article 3 of the Corporation’s Amended and Restated Articles of Incorporation is hereby amended to read in its entirety as follows: D. Effective upon the filing of Articles of Amendment with the Minnesota Secretary of State as approved by the Board of Directors (the “Effective Time”), the then - issued and outstanding common stock of the Corporation was combined on a 1 - for - 2.25 share basis such that, at the Effective Time, every two and one - quarter shares of common stock outstanding immediately prior to the Effective Time shall be combined into one share of common stock. This share combination will be effected through the exchange and replacement of certificates representing issued and outstanding shares of common stock as of the Effective Time, together with immediate book - entry adjustments to the stock register of the Corporation maintained in accordance with the Act. In the event that the share combination would result in a shareholder being entitled to receive less than a full share of common stock, the fractional share that would so result shall be rounded up to the nearest whole share of common stock. The par value of each share of issued and outstanding common stock shall not be affected by the share combination.

 

 

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 offering price of $4.00 per share, for aggregate gross proceeds of $5,000,000, before underwriting discounts and commissions. The Company granted the underwriters a 45-day option to purchase up to 187,500 additional shares of common stock at the offering price, less the underwriting discount.

 

The Company’s common stock started trading on the Nasdaq Capital Market (“Nasdaq”) on August 9, 2022. In connection with the Nasdaq listing, the Company implemented a reverse split of its issued and outstanding shares of common stock at a ratio of 1 for 2.25 effective as of the open of trading on August 9, 2022.

 

The Company intends to use the net proceeds of this offering primarily for general corporate purposes, including working capital, expanded sales and marketing activities, and providing additional specialty short-term loans.

 

Advisor Details

 

Alexander Capital, LP is acting as sole book-running manager for the offering. Lucosky Brookman LLP served as counsel to Mill City. Cozen O’Connor, P.C. served as counsel to the underwriters.

 

The securities described above are being offered by Mill City pursuant to a registration statement on Form S-1 (File No. 333-264474) that was declared effective by the U.S. Securities and Exchange Commission on August 8, 2022. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus related to the offering, when available, may be obtained from Alexander Capital, LP, 17 State Street 5th Floor, New York, NY 10004, Attention: Equity Capital Markets, or by calling (212) 687-5650 or emailing info@alexandercapitallp.com.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

About Mill City

 

Founded in 2007, Mill City is a short-term non-bank lending and specialty finance company. Additional information can be found at www.sec.gov.

 

Forward-Looking Statements and Safe Harbor Notice

 

All statements other than statements of historical facts included in this press release are "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). Such forward-looking statements include our expectations and those statements that use forward-looking words such as "projected," "expect," "possibility" and "anticipate." The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties and assumptions. Actual results could differ materially from current projections or implied results. Investors should carefully read the risk factors set forth in the Company's prospectus on Form S-1 filed with the SEC on April 26, 2022, as amended, subsequent filings and future periodic reports filed with the SEC. All of the Company's forward-looking statements are expressly qualified by all such risk factors and other cautionary statements.

 

The Company cautions that statements and assumptions made in this press release constitute forward-looking statements and make no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management undertake no obligation to revise these statements following the date of this news release, other than as required by law.

 

Investor Contact:

TraDigital IR

John McNamara

917-658-2602

john@tradigitalir.com