SCHEDULE: Mill City Ventures CFO's Stake Drops Below 5%

Joseph A. Geraci, II, Chief Financial Officer of Mill City Ventures III, Ltd., has reduced his beneficial ownership to 0.9% following a recent private placement by the company.

Summary

• Joseph A. Geraci, II, Chief Financial Officer of Mill City Ventures III, Ltd., has filed an Amendment No. 5 to Schedule 13D, indicating his beneficial ownership has decreased to 0.9% of the company's common stock.
• This amendment serves as an exit filing, as Mr. Geraci's beneficial ownership is now below the 5% threshold.
• The change in percentage ownership is primarily due to the dilution from a private placement offering by Mill City Ventures III, Ltd., which closed on July 31, 2025.
• In the private placement, the company issued 75,881,625 shares of common stock at $5.42 per share and pre-funded warrants for up to 7,144,205 shares at $5.4199 per pre-funded warrant.
• Following the offering, the total number of common shares issued and outstanding increased to 81,944,398.
• Mr. Geraci's aggregate beneficial ownership stands at 712,518 shares, comprising individually held shares, shares held by family members, shares from a non-statutory stock option, and shares held by Lantern Advisers, LLC, which he co-controls.
• Mr. Geraci did not effect any transactions (acquisitions or dispositions) in the last 60 days; the change is solely due to the company's share issuance.

Sentiment

Score: 6

Explanation: The filing is primarily a factual regulatory update on beneficial ownership. The underlying event, a private placement, is generally positive for the company as it raises capital, but it causes dilution for existing shareholders. For the reporting person, it results in a decrease in percentage ownership, leading to an exit filing, which is a neutral event in itself.

Positives

• The company successfully completed a private placement offering, raising capital by issuing 75,881,625 shares of common stock at $5.42 per share and pre-funded warrants for 7,144,205 shares at $5.4199 per warrant, implying a capital infusion for the company.

Negatives

• The private placement offering resulted in significant dilution for existing shareholders, increasing the total outstanding common stock to 81,944,398 shares.
• Joseph A. Geraci, II's percentage of beneficial ownership decreased from a previously higher stake to 0.9% due to this dilution, leading to his exit filing.

Risks

• The private placement offering resulted in significant shareholder dilution due to the issuance of a large number of new shares.

Future Outlook

The filing does not provide any forward-looking statements or guidance beyond the factual reporting of the completed private placement and its impact on beneficial ownership.

Industry Context

This filing is a standard regulatory update on beneficial ownership following a corporate financing event. It does not provide information to analyze broader industry trends or competitive landscape. The private placement itself is a common method for companies to raise capital.

Comparison to Industry Standards

• This filing is a standard Schedule 13D/A, reporting a change in beneficial ownership due to dilution from a capital raise. It does not contain information for specific comparisons to other companies' projects or results. The offering prices ($5.42 and $5.4199) are specific to Mill City Ventures III, Ltd. and would need context from the broader market and company valuation to assess against industry standards, which is not provided in this filing.

Related Party Transactions

• The filing notes that 128,915 shares are held by Lantern Advisers, LLC, which is controlled by Mr. Geraci and Douglas M. Polinsky, indicating a related party holding.

Stakeholder Impact

• Shareholders: Existing shareholders experienced dilution due to the significant issuance of new shares in the private placement.
• Company: The company benefited from a capital raise through the private placement.

Key Dates

Keywords

Mill City Ventures III, Joseph A. Geraci II, SEC filing, Schedule 13D, beneficial ownership, private placement, common stock, pre-funded warrants, dilution, capital raise, financial reporting