UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):  May 19, 2023

 

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 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

This Amendment to Current Report on Form 8-K is filed solely to add, as an exhibit, correspondence received on June 6, 2023 from the registrant's independent public accountants regarding disclosure made under Item 4.02 of the registrant's initial Form 8-K filed with the SEC on May 22, 2023.  Other than with respect to the exhibits, the disclosure contained in the initial Form 8-K remains unchanged as of the date of its filing.  A copy of the letter to the SEC from the registrant’s independent public accountants is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Document

 

 

 

99.1

 

Letter dated May 22, 2023 from Boulay PLLP to the US Securities and Exchange Commission

 

 

2

 

 

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: June 6, 2023

By:/s/ Joseph A. Geraci, II

 

 

Joseph A. Geraci, II

 
  

Chief Financial Officer

 

 

 

3

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Document

 

 

 

99.1

 

Letter dated May 22, 2023 from Boulay PLLP to the US Securities and Exchange Commission

 

 

4