8-K
SUI Group Holdings Ltd. (SUIG)
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): January 7, 2025
| 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 1.01 Entry into a Material Definitive Agreement.
Effective January 7, 2025, Mill City Ventures III, Ltd. and Mustang Funding, LLC entered into an amendment to their Fourth Short-Term Loan Agreement and related $10 million principal amount Fourth Short-Term Promissory Note, dated September 29, 2023 (as earlier amended on April 29, 2024, November 18, 2024 and December 18, 2024). The new amendment extends the stated maturity date of the loan and note to January 21, 2025. A copy of the amendment is being filed as an exhibit to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders .
On December 19, 2024, Mill City Ventures III, Ltd. held its 2024 annual meeting of shareholders. At that meeting, the final voting results for the proposal to elect five members to the Board of Directors to serve for a one-year term were as follows:
| Name | For | Against | Abstain | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|---|
| Lyle A. Berman | 3,194,378 | 0 | 9,734 | 0 | ||||
| Joseph A. Geraci, II | 3,194,428 | 0 | 9,684 | 0 | ||||
| Howard P. Liszt | 3,191,167 | 0 | 12,945 | 0 | ||||
| Douglas M. Polinsky | 3,198,037 | 0 | 6,075 | 0 | ||||
| Laurence S. Zipkin | 3,194,378 | 0 | 9,734 | 0 |
Mill City Ventures III, Ltd. prepared and provided instructions to file a current report detailing the above-indicated voting results on December 20, 2024 (and notified Nasdaq of the same), but a miscommunication with the company’s financial printer prevented the filing from being submitted.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: January 7, 2025 | By: | /s/ Joseph A. Geraci, II |
| Joseph A. Geraci, II | ||
| Chief Financial Officer | ||
| 3 | ||
| --- |
EXHIBIT INDEX
mcvt_ex101.htm EXHIBIT 10.1
AMENDMENT NO. 4 TO
FOURTH SHORT-TERM LOAN AGREEMENT AND
FOURTH SHORT-TERM PROMISSORY NOTE
This Amendment No. 4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (this “Amendment”), dated effective as of January 7, 2025 (the “Effective Date”), is between Mustang Funding, LLC, a Delaware limited liability company (“Borrower”), and Mill City Ventures III, Ltd., a Minnesota corporation (“Lender”), for the purpose of amending that certain Fourth Short-Term Loan Agreement by and between Lender and Borrower dated as of September 29, 2023 (the ”Loan Agreement”), and associated Fourth Short-Term Promissory Note (the ”Note”), as each of the Loan Agreement and Note have been amended earlier pursuant to an Amendment No. 1 to Fourth Short-Term Loan Agreement and Fourt Short-Term Promissory Note dated as of April 29, 2024, Amendment No. 2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note dated as of November 18, 2024, and Amendment No. 3 to Fourth Short-Term Promissory Note and Fourth Short-Term Promissory Note dated as of December 18, 2023.
Capitalized terms not otherwise defined in this Amendment have the meanings given to them in the Loan Agreement.
- Change in Definition of Maturity Date. The defined term “Maturity Date,” which appears in the Loan Agreement (and is used in the Note), is hereby amended to read in its entirety as set forth below:
“Maturity Date” is January 21, 2025.
- Other Matters. Other than as specifically set forth in Section 1 above, the Loan Agreement and the Note shall be unaffected by this Amendment or otherwise.
IN WITNESS WHEREOF, the parties have caused their authorized representatives to set their hands to this Amendment to be effective as of the Effective Date.
| LENDER: | BORROWER: | ||
|---|---|---|---|
| MILL CITY VENTURES III, LTD. | MUSTANG FUNDING, LLC | ||
| By: | /s/ Joseph A. Geraci II | By: | /s/ James K. Beltz |
| Name: | Joseph A. Geraci II | Name: | James K. Beltz |
| Title: | CFO | Title: | President |