Mill City Ventures III Files 8-K with Material Agreements

TL;DR

MCVT filed an 8-K on Jan 31, 2025, reporting material agreements and financial exhibits.

AI Summary

Mill City Ventures III, Ltd. filed an 8-K on February 3, 2025, reporting on events as of January 31, 2025. The filing indicates the entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as Poker Magic Inc., is based in Wayzata, MN.

Why It Matters

This 8-K filing signals significant corporate activity, potentially involving new contracts or financial arrangements that could impact the company's future operations and financial standing.

Risk Assessment

Risk Level: medium — The filing of an 8-K, especially concerning material definitive agreements, can introduce uncertainty and potential risks related to the terms and implications of these agreements.

Key Players & Entities

• Mill City Ventures III, Ltd. (company) — Registrant
• Poker Magic Inc. (company) — Former company name
• January 31, 2025 (date) — Date of earliest event reported
• February 3, 2025 (date) — Filing date
• 1907 Wayzata Boulevard, Suite 205, Wayzata, MN 55391 (address) — Principal executive offices

FAQ

Key Financial Figures

• $10 million — ote in the original principal amount of $10 million (most recently amended effective Januar
• $220,000 — se the base salary of each executive to $220,000 per year. Copies of the above-describe

Filing Documents

• mcvt_8k.htm (8-K) — 29KB
• mcvt_ex101.htm (EX-10.1) — 14KB
• mcvt_ex102.htm (EX-10.2) — 72KB
• mcvt_ex103.htm (EX-10.3) — 54KB
• mcvt_ex104.htm (EX-10.4) — 49KB
• mcvt_ex105.htm (EX-10.5) — 49KB
• mcvt_ex106.htm (EX-10.6) — 5KB
• 0001654954-25-001037.txt ( ) — 450KB
• mcvt-20250131.xsd (EX-101.SCH) — 6KB
• mcvt-20250131_lab.xml (EX-101.LAB) — 13KB
• mcvt-20250131_cal.xml (EX-101.CAL) — 1KB
• mcvt-20250131_pre.xml (EX-101.PRE) — 8KB
• mcvt-20250131_def.xml (EX-101.DEF) — 2KB
• mcvt_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 31, 2025, Mill City Ventures III, Ltd. ("Mill City") entered into an Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders to Mustang Funding, LLC, and with Mustang Funding, LLC. The agreement contains customary and negotiated terms and conditions relating to the full subordination of Mill City's right to payment (subject to certain exceptions) and right to collateral pledged by Mustang Funding in favor of Mill City to secure the obligations of Mustang Funding under that certain Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note in the original principal amount of $10 million (most recently amended effective January 21, 2025 to extend the maturity date of Mill City's loan to Mustang Funding to March 28, 2027, and to increase the per annum rate of interest to 20%, as earlier disclosed). The agreement is deemed effective as of January 24, 2025. On February 1, 2025, Mill City entered into a Security Agreement with Mustang Funding, LLC, also deemed effective as of January 24, 2025, pursuant to which Mustang Funding granted Mill City a security interest in substantially all of Mustang Funding's assets, subject to certain enumerated exceptions, as collateral security for the above-described $10 million principal amount loan. On February 1, 2025, Mill City entered into new Executive Employment Agreements with each of Douglas M. Polinsky, the Chief Executive Officer of Mill City, and Joseph A. Geraci II, the Chief Financial Officer of Mill City. These new Executive Employment Agreements are substantially identical to the prior executive employment agreements with these executives that had earlier expired on December 31, 2024, each containing the same two-year term and restrictive covenants, and were deemed to be effective as of January 1, 2025. The new Executive Agreements increase the base sal

01 Other Events

Item 8.01 Other Events. On February 3, 2025, Mill City issued a press release, a copy of which is being filed as an exhibit to this report.

01 Financial Statements and Exhibits

Item 8.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Amendment 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (with Mustang Funding, LLC), dated effective January 21, 2025* 10.2 Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders, and with Mustang Funding, LLC, dated effective January 25, 2025* 10.3 Security Agreement with Mustang Funding, LLC, dated effective January 25, 2025* 10.4 Executive Employment Agreement with Douglas M. Polinsky, dated effective January 1, 2025* 10.5 Executive Employment Agreement with Joseph A. Geraci II, dated effective January 1, 2025* 10.6 Press release dated February 3, 2025* * filed herewith 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: February 3, 2025 By: /s/ Joseph A. Geraci, II Joseph A. Geraci, II Chief Financial Officer 3 Exhibit Index Exhibit No. Description 10.1 Amendment 5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note (with Mustang Funding, LLC), dated effective January 21, 2025 10.2 Amended and Restated Subordination and Intercreditor Agreement with Orion Pip, LLC, as administrative agent and collateral agent for senior lenders, and with Mustang Funding, LLC, dated effective January 25, 2025 10.3 Security Agreement with Mustang Funding, LLC, dated effective January 25, 2025 10.4 Executive Employment Agreement with Douglas M. Polinsky, dated effective January 1, 2025 10.5 Executive Employment Agreement with Joseph A. Geraci II, dated effective January 1, 2025 10.6 Press release dated February 3, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR