AG真人官方

Mill City Ventures III (Nasdaq: MCVT) completed a sizable private placement that closed 31-Jul-25. The company sold 75,881,625 common shares at $5.42 and issued 7,144,205 pre-funded warrants at $5.4199, lifting outstanding shares to 81,944,398. The securities were issued under Sections 4(a)(2)/Rule 506(b) exemptions.

A.G.P./Alliance Global Partners served as sole placement agent, earning up to a 4 % cash fee on the first $500 million raised and 3,113,469 five-year warrants exercisable at $5.962.

Management will direct the bulk of proceeds to acquire Sui (鈥淪UI鈥�) tokens and related crypto assets for a new treasury program; only 2 % is allocated to the legacy short-term lending unit.

Additional five-year warrants covering roughly 7.68 million shares were granted to Karatage (lead investor), the Sui Foundation, management, advisers and director Dana Wagner (vests over 24 months). Karatage may nominate at least one board seat while holding 鈮�10 % and has a ten-year strategic-advisor contract.

Galaxy Digital was retained to manage the first $750 million of digital assets for a 0.60-0.80 % fee (minimum $1 million/yr). A Registration Rights Agreement requires the resale registration statement to be effective within 30鈥�60 days.

The board expanded to five: Lyle Berman resigned; Marius Barnett (Chair) and Dana Wagner joined. CEO Douglas Polinsky and CFO Joseph Geraci signed new three-year agreements at $450k salary. Amended bylaws now allow board-size flexibility and shareholder director nominations.

Mill City Ventures III, Ltd. (MCVT) 鈥� Form 4 filing dated 9 July 2025

Chief Financial Officer and director Joseph A. Geraci II reported an internal, non-market transaction classified under code 鈥淛鈥� (other disposition) stemming from a marital-dissolution decree.

• Direct common stock holdings fell by 115,469 shares; Mr. Geraci transferred these shares to his ex-spouse at $0.00.
• Post-transfer, he retains 210,659 directly owned shares.
• He also reports 128,915 shares held indirectly via Lantern Advisers LLC, for which he disclaims beneficial ownership beyond his pecuniary interest.
• Derivative table shows an unchanged 125,000 non-qualified stock options (exercise price $2.12, expiring 22 Nov 2032).

The filing reduces the insider鈥檚 direct ownership by roughly 35%*, but the change is court-mandated and not an open-market sale, limiting signalling value. No cash proceeds were received and no company fundamentals are affected.

*Approximation based on current direct holdings plus transferred shares.

Key disclosure: Director Lyle Berman has filed a Schedule 13D reporting beneficial ownership of 315,556 common shares of Mill City Ventures III (MCVT), equal to 5.2 % of the 6,062,773 shares outstanding.

The filing does not reflect new share purchases. Instead, the percentage increase results from the company鈥檚 share repurchases completed in May 2025, which reduced the public float and pushed Berman鈥檚 stake above the 5 % reporting threshold.

All 315,556 shares are held with sole voting and dispositive power; there is no shared ownership, derivative exposure, or recent trading activity (no transactions in the last 60 days). The only reported relationship is Berman鈥檚 role as a director.

The 13D lists no plans or proposals regarding additional acquisitions, disposition of assets, or changes in corporate control, and it includes no exhibits or special contractual arrangements.

For investors, the document confirms (1) an active share-buyback program that is shrinking the share count and (2) continued insider alignment through meaningful personal ownership by a board member. While not a direct catalyst, the filing offers incremental insight into capital-allocation activity and insider positioning.

Mill City Ventures III, Ltd. (MCVT) has filed a Preliminary Schedule 14A for its 2025 annual shareholders鈥� meeting, scheduled for August 8 2025 at the company鈥檚 Wayzata, MN headquarters. The record date is July 8 2025, with 6,062,773 common shares outstanding and one-third of those shares required for a quorum.

The proxy seeks shareholder action on three principal proposals:

• Proposal 1 鈥� Director Elections: Elect five directors to serve until the next annual meeting.
• Proposal 2 鈥� Equity Incentive Plan Amendment: Increase shares available under the 2022 Equity Incentive Plan to 1,400,000 from 900,000.
• Proposal 3 鈥� Articles of Incorporation Amendment: Expand authorized capital stock to 250,000,000 from 111,111,111.
• Routine authority to transact other business that may properly come before the meeting.

Voting thresholds are as follows: a plurality of votes cast is required for Proposal 1, while Proposals 2 and 3 each need a majority of votes cast. Broker discretionary voting is not permitted on director elections or equity compensation matters, meaning uninstructed street-name shares will be treated as broker non-votes and excluded from vote tallies on those items.

The company is employing the SEC notice-and-access model to distribute materials, citing reduced costs and environmental benefits. Shareholders can access the proxy and Form 10-K (FY 2024) at www.annualgeneralmeetings.com/mcvt2025 and may request physical copies via telephone, website, or e-mail.

Key investor considerations: the proposed 139% increase in authorized share count and the 56% expansion of the equity incentive pool may enable future capital raises and employee retention initiatives but increase potential dilution. No financial performance metrics, executive compensation details, or director nominees鈥� biographies are included in this preliminary filing; those are expected in the definitive proxy.