United States securities and exchange commission logo
May 23, 2022
Douglas M. Polinsky
Chief Executive Officer and Chairman
Mill City Ventures III, Ltd
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
Re: Mill City Ventures
III, Ltd
Registration
Statement on Form S-1
Filed April 26,
2022
File No. 333-264474
Dear Mr. Polinsky:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1. Please revise the cover
page to clearly reflect that you are seeking to register the offering
of Representative's
Warrants (including the underlying common shares), in addition to
the public offering of
your common stock. Refer to Item 501(b)(2) of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 24
2. We note your disclosure
in the last paragraph on page 25 that your disclosure "should be
read in conjunction
with [y]our Annual Report on Form 10-K for the year ended
December 31, 2021, as
well as [y]our reports on Forms 10-Q and 8-K and other publicly
available information."
Please clarify whether this statement is seeking to incorporate
Douglas M. Polinsky
FirstName LastNameDouglas
Mill City Ventures III, Ltd M. Polinsky
Comapany
May NameMill City Ventures III, Ltd
23, 2022
May 23,
Page 2 2022 Page 2
FirstName LastName
disclosure into this prospectus by reference. If you are incorporating
disclosure by
reference, please provide us your analysis supporting your conclusion
that you are eligible
to do so and revise to do so clearly. We may have further comments
based upon your
response and revisions.
Directors, Executive Officers and Corporate Governance
Director Independence, page 35
3. Please tell us how you determined that your director, Lyle A. Berman,
qualifies as
"independent" in accordance with Nasdaq listing rules. In this regard
we note your
disclosure on page 27, Liquidity and Capital Resources, that you
entered into a Loan and
Security Agreement with Mr. Berman, as trustee of the Lyle A. Berman
Revocable Trust,
providing you with a $5 million revolving line of credit and that such
agreement, together
with your cash, comprises your sources of liquidity.
Executive Compensation
Summary Compensation Table, page 38
4. We note your disclosure that your summary compensation table provides
disclosure for
your Principal Executive Officer, Principal Financial Officer and your
three most highly
compensated executive officers other than the Principal Executive
Officer during fiscal
years 2020 and 2019. Please reconcile such disclosure with your
summary compensation
table, which provides disclosure for two individuals during fiscal
years 2021 and
2020. Refer to Item 402 of Regulation S-K for guidance.
Certain Relationships and Related Transactions
Transactions with Related Persons and Certain Conflict Disclosures, page 40
5. Please expand your disclosure related to the loans you have with
related parties to
disclose, for each, the largest aggregate amount of principal
outstanding during the period
for which disclosure is provided, the amount thereof outstanding as of
the latest
practicable date, the amount of principal paid during the periods for
which disclosure is
provided and the amount of interest paid during the period for which
disclosure is
provided. Refer to Item 404(a) of Regulation S-K for guidance.
Part II
Item 16. Exhibits and Financial Statements
Exhibit No. 107 - Filing Fee Table, page 61
6. The fee table is substantially blank. We may have comments regarding
such information
upon its inclusion in an amendment to this registration statement.
Signatures, page 63
7. Please have your principal accounting officer or controller sign the
registration statement.
To the extent that any person is signing in more than one capacity,
indicate each capacity
Douglas M. Polinsky
Mill City Ventures III, Ltd
May 23, 2022
Page 3
in which such person is signing. Refer to Instructions 1 and 2 to
Signatures on Form S-1.
General
8. We note your disclosure in the second risk factor on page 16 that five
shareholders own
shares representing approximately 63.42% of your issued and
outstanding common
stock. Please advise as to whether you anticipate being a
controlled company, as
defined by NASDAQ rules, upon the completion of this offering, and
provide appropriate
disclosure on the prospectus cover page, prospectus summary and risk
factors to the extent
appropriate. If applicable, please also clarify whether you will avail
yourself of the
Nasdaq controlled company exemption for the exchange s corporate
governance rules.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact David Gessert at (202) 551-2326 or David Lin at (202)
551-3552 with any
questions.
FirstName LastNameDouglas M. Polinsky Sincerely,
Comapany NameMill City Ventures III, Ltd
Division of
Corporation Finance
May 23, 2022 Page 3 Office of Finance
FirstName LastName