Mill City Ventures III, Ltd

S-11 ea0252206-01.htm REGISTRATION STATEMENT

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)

Telephone: (952) 479-1923

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Douglas M. Polinsky

Chief Executive Officer

Telephone: (952) 479-1923

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With Copies to:

Mitchell S. Nussbaum

Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Tel: (212)-407-4000

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Up to 94,026,755 Shares of Common Stock Offered by Selling Stockholders

This prospectus covers the offer and potential resale by certain selling stockholders identified herein (“Selling Stockholders”) of (i) 75,881,625 shares of common stock of Mill City Ventures III, Ltd. (“we,” “us,” “our,” the “Company” or “MCVT”), par value $0.001 per share (the “Common Stock”), (ii) 7,144,205 shares of our common stock issuable upon the exercise of pre-funded warrants (“Pre-Funded Warrant Shares”) at an exercise price of $0.0001 per Pre-Funded Warrant Share, (iii) 3,113,469 shares of our common stock issuable to Karatage Opportunities upon the exercise of warrants (the “Lead Investor Warrant Shares”) at various exercise prices per Lead Investor Warrant Share as follows: (a) 1,245,387 Lead Investor Warrant Shares at an exercise price of $5.42 per Lead Investor Warrant Share; (b) 1,245,387 Lead Investor Warrant Shares at an exercise price of $5.962 per Lead Investor Warrant Share; (c) 415,130 Lead Investor Warrant Shares at an exercise price of $6.504 per Lead Investor Warrant Share; and (d) 207,565 Lead Investor Warrant Shares at an exercise price of $7.046 per Lead Investor Warrant Share, (iv) 3,113,469 shares of our common stock issuable to the Sui Foundation (the “Foundation Investor”) upon the exercise of warrants (the “Foundation Investor Warrant Shares”) at various exercise prices per Foundation Investor Warrant Share as follows: (a) 1,245,387 Foundation Investor Warrant Shares at an exercise price of $5.42 per Foundation Investor Warrant Share; (b) 1,245,387 Foundation Investor Warrant Shares at an exercise price of $5.962 per Foundation Investor Warrant Share; (c) 415,130 Foundation Investor Warrant Shares at an exercise price of $6.504 per Foundation Investor Warrant Share; and (d) 207,565 Foundation Investor Warrant Shares at an exercise price of $7.046 per Foundation Investor Warrant Share, (v) 1,245,388 shares of our common stock issuable to certain members of the management of the Company upon the exercise of warrants (the “Management Warrant Shares”) at various exercise prices per Management Warrant Share as follows: (a) 622,694 Management Warrant Shares at an exercise price of $5.42 per Management Warrant Shares; (b) 415,129 Management Warrant Shares at an exercise price of $6.504 per Management Warrant Share; and (c) 207,565 Management Warrant Shares at an exercise price of $7.046 per Management Warrant Share, (vi) 207,565 shares of common stock issuable to certain advisors of the Company upon the exercise of warrants (the “Advisor Warrants”) at an exercise price of $5.962 per Advisor Warrant Share, (vii) 3,113,469 shares of common stock issuable to A.G.P./Alliance Global Partners (“A.G.P.”) pursuant to the Placement Agency Agreement (the “Placement Agency Agreement”) with A.G.P., dated July 27, 2025 (the “Placement Agent Warrant Shares”) at an exercise price of $5.962 per Placement Agent Warrant Share, and (viii) warrants issuable to Dana Wagner, a member of our board of directors, to purchase 207,565 shares of Common Stock (the “Director Warrant Shares”) at various prices per share of Common Stock as follows: (a) 83,026 shares of Common Stock at an exercise price of $5.42 per share of Common Stock; (b) 41,513 shares of Common Stock at an exercise price of $5.962 per share of Common Stock; (c) 41,513 shares of Common Stock at an exercise price of $6.504 per share of Common Stock; and (d) 41,513 shares of Common Stock at an exercise price of $7.046 per share of Common Stock. The Director Warrants are exercisable for a period of five years.

We are registering the shares on behalf of the Selling Stockholders to be offered and sold by them from time to time. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of Common Stock by the Selling Stockholders pursuant to this prospectus. The Selling Stockholders may offer and sell such shares to or through one or more underwriters, dealers and agents, or directly to purchasers, or through a combination of these methods or any other method permitted by law. See “Plan of Distribution” for more information about how the Selling Stockholders may sell or otherwise dispose of such shares. Our registration of these shares does not mean that the Selling Stockholders will offer or sell any shares of our Common Stock.

Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “MCVT.” On August 7, 2025, the last reported sale price of our Common Stock was $6.17. The applicable prospectus supplement, if any, will contain information, where applicable, as to any other listing, if any, on The Nasdaq Capital Market or any securities market or other securities exchange of the securities covered by the prospectus supplement. Prospective purchasers of our securities are urged to obtain current information as to the market prices of our securities, where applicable.

We are a “smaller reporting company” as that term is defined in Item 10(f)(1) of Regulation S-K, and as such, have elected to comply with certain reduced public company reporting requirements for the registration statement of which this prospectus forms a part and future filings. See“Prospectus Summary — Implications of Being a Smaller Reporting Company” and “Risk Factors — Risks Related to this Offering and Ownership of Our Common Stock.”

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of certain risks that you should consider in connection with an investment in our securities.

The date of this prospectus is , 2025.