Explanatory Note On July 27, 2025, Mill City Ventures III, Ltd., a Minnesota corporation (the "issuer") entered into securities purchase agreements (the "Securities Purchase Agreements") with certain investors (the "Purchasers") pursuant to which the issuer agreed to sell and issue to the Purchasers in a private placement offering (the "Offering") an aggregate of (i) 75,881,625 shares of common stock (the "Shares") at an offering price of $5.42 per Share, and (ii) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 7,144,205 shares of common stock (the "Pre-Funded Warrant Shares") at an offering price of $5.4199 per Pre-Funded Warrant. Each of the Pre-Funded Warrants is exercisable for one share of common stock at an exercise price of $0.0001 per Pre-Funded Warrant Share. The Pre-Funded Warrants are immediately exercisable upon issuance, and may be exercised at any time until all of the Pre-Funded Warrants issued in the Offering are exercised in full. Each Purchaser's ability to exercise its Pre-Funded Warrants is subject to certain beneficial ownership limitations set forth therein. The Offering closed on July 31, 2025 and there were 81,944,398 shares of the issuer's common stock issued and outstanding following the Offering. This Amendment No. 5 to Schedule 13D relates to shares of common stock, par value $0.001 per share, of the issuer, and amends the initial statement on Schedule 13D dated February 17, 2009, Amendment No. 1 to Schedule 13D dated February 16, 2010, Amendment No. 2 to Schedule 13D dated February 14, 2011, Amendment No. 3 to Schedule 13D dated February 17, 2012, and Amendment No. 4 to Schedule 13D dated November 30, 2023 filed by Douglas M. Polinsky (the "reporting person"). This Amendment No. 5, together with the above-noted initial statement and its earlier amendments, are collectively referred to as the "Schedule 13D." Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. This Amendment No.5 is being filed to update the number of shares of common stock of the issuer, and the aggregate percentage of the common stock of the issuer, beneficially owned by the reporting person due to changes in outstanding common stock figures of the issuer resulting from the Offering, prior acquisitions of common stock of the issuer by the reporting person (as previously reported on Form 4 filings made with the SEC under Section 16 of the Securities Exchange Act of 1934, together with other filings of the issuer made on Form 10-Q, Form 10-K, and a proxy statement) (and which acquisitions did not require any amendment to the Schedule 13D), and not in connection with a disposition of any common stock by the reporting person. This Amendment No. 5 is the final amendment to the Schedule 13D and constitutes an exit filing for the reporting person, as the reporting person beneficially owns less than five percent of the common stock of the issuer.