What changed in this filing

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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-03-10 · 454 added, 223 removed, 105 unchanged (87% of the section changed)

ITEM 9A CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance the objectives of the control system are met.

As of December 31, 2024, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls were not effective as of December 31, 2024 due to a material weakness in our controls related to the proper accounting for transactions in accordance with GAAP.

In order to remediate this matter, we plan to retain the assistance of an accounting expert to assist in the accounting and reporting of transactions.

We will consider the material weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.

The Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), with assistance from other members of management, have reviewed the effectiveness of our disclosure controls and procedures as of December 31, 2025 and, based on their evaluation, have concluded that the disclosure controls and procedures were not effective as of such date due to a material weakness in internal control over financial reporting, described below.

Report of Management on Internal Control Over Financial Reporting

Board of Directors and Shareholders Mill City Ventures III, Ltd.:

The management of Mill City Ventures III, Ltd.

(the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Securities and Exchange Act of 1934.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) under the Exchange Act.

The Company’s internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of management, including its principal executive officer and principal financial officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2024 based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024 due to the material weakness described above.

Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2024.

Changes in Internal Control

Other than the material weakness mentioned above, there were no changes in our internal control over financial reporting during the year ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

/s/ Douglas M.

Chairman, President and Chief Executive Officer

/s/ Joseph A.

Chief Financial Officer

Under the supervision and with the participation of management, including its Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2025, based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As of December 31, 2025, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Exchange Act.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls were not effective as of December 31, 2025, due to a material weakness in our controls related to the proper accounting for transactions in accordance with GAAP.

In order to remediate this matter, the Company has engaged outside consultants with expertise in accounting, financial reporting, and internal controls to assist management in evaluating and enhancing our accounting processes and controls.

In addition, these consultants are supporting management in implementing new strategic initiatives designed to strengthen financial oversight and operational accountability for the year ended December 31, 2026.

The Company expects that the actions taken and those planned, including the continued involvement of external resources, will remediate the identified material weakness;

however, the material weakness will not be considered fully remediated until the applicable controls have been designed, implemented, and operated effectively for a sufficient period of time, and management has completed testing to confirm their effectiveness.

Changes in Internal Control Over Financial Reporting

Other than the steps taken to remediate material weakness as described, there were no changes in our internal control over financial reporting during the year ended December 31, 2025 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

During the quarter ended December 31, 2025, our Company’s directors and officers did not adopt or terminate a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408, that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors, Executive Officers, Promoters, and Control Persons

Chairman, Chief Executive Officer and President

Director and Chief Financial Officer

Laurence Zipkin

Polinsky co-founded the Company in January 2006 and since that time has been the Chairman and Chief Executive Officer of the Company.

As of December 31, 2025, the directors and executive officers of the Company were:

Marius Barnett

Director and Chief Executive Officer

Chief Financial Officer

Stephen Mackintosh

Chief Investment Officer

Marius Barnett has been chairman of the Board since July 31, 2025.

He is a co-founder and Chief Executive Officer of Karatage.

Barnett is an experienced principal investor, operator and board executive based in London who has identified and grown real estate, technology and early-stage venture capital businesses both organically and through strategic M&A to create high value profitable platforms including RN3, a pan-European logistics real estate investment fund launched in 2024.

Barnett has served as managing partner of RN3 Partners LLP since November 2021.

Barnett has also served as a director of Enhanced Ltd, a sports science company, since June 2025.

Barnett has also served as a director of Vita Mojo, a hospitality software and consultancy services company, since July 2018.

Previously, Mr.

Barnett founded and served as a director of Hercules Hex Holdco Sarl, a commercial property holding fund, from January 2020 to February 2023.

He also led operational, trading and acquisition activities as chief executive officer of Glencore International’s Southeast Asia platform from 2007 until the end of 2014.

Barnett holds a Bachelor of Science in Actuarial Science and Mathematical Statistics from the University of Witwatersrand, South Africa.

Barnett was appointed to the Board pursuant to the Investor Rights Agreement, dated July 31, 2025, by and between the Company (operating as Mill City Ventures III, Ltd.) and Karatage (the “Investor Rights Agreement”).

Polinsky co-founded the Company in January 2006 and since that time has been the Chief Executive Officer and Director of the Company.

Barnett’s appointment on July 27, 2025, Mr.

Polinsky also served as chairman of the Board.

Since 1994, Mr.

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In addition, Great North Capital Consultants Inc.

makes direct investments into public and private companies.

makes direct investments in public and private companies.

Since 2015, Mr.

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Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada, Las Vegas in 1981.

Geraci, II co-founded the Company in January 2006 and has been a director and the Chief Financial Officer of the Company since that time.

Since February 2002 through the present time, Mr.

Geraci, II co-founded the Company in January 2006 and has been the Chief Financial Officer of the Company since that time.

He served on a director from January 2009 until January of 2026.

Since February 2002, Mr.

Geraci has been managing member of Isles Capital, LLC, an advisory and consulting firm that assists small businesses, both public and private, in business development.

In March 2005, Mr.

Geraci also became the managing member of Mill City Advisors, LLC, the general partner of Mill City Ventures, LP, and Mill City Ventures II, LP, each a Minnesota limited partnership that invested directly into both private and public companies.

From January 2005 until August 2005, Mr.

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Geraci has established networks of colleagues, clients, co-investors, and the officers and directors of public and private companies.

These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment, including many that meet the Company’s screening criteria.

In August 2003, the National Association of Securities Dealers (NASD) found in an administrative hearing that Mr.

Geraci, while employed by and affiliated with a NASD member, had violated NASD Conduct Rule 2110 and SEC Rule 10b-5 in August 1999, and barred him from associating with any NASD member in the future.

Howard Liszt served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001.

These networks offer a range of contacts across a number of sectors and companies that may provide opportunities for investment.

Stephen Mackintosh has been the Chief Investment Officer of the Company since being appointed on July 31, 2025.

He is a co-founder and employee of Karatage.

He has also served as an advisor to the web3 cohort at Entrepreneurs First, a talent incubator that has helped create over 600 startups with a combined value of over $11 billion.

Previously, Mr.

Mackintosh was Chief Commercial Officer at Re:infer, a natural language processing startup that was acquired by UiPath (NYSE:

PATH) in August 2022.

He also served as an advisor to Resolve Group, a London-based finance company providing corporate finance and restructuring services, acquired by Evelyn Partners.

Mackintosh earned a 1st Class BA Honors degree from University College London.

Mackintosh does not have a direct employment agreement with the Company.

Howard Liszt has been a director of the Company since October 25, 2013.

He previously served as Chief Executive Officer of Campbell Mithun, a national marketing communications agency he joined in 1976, until 2001.

Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world.

Liszt has served as a board member for several industry-leading companies including Land O’ Lakes, ShuffleMaster, Ocular Sciences, Coleman Natural Foods, and Eggland’s Best.

Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University of Minnesota, Minneapolis.

Lyle Berman is a 1964 graduate of the University of Minnesota with a degree in Business Administration.

Berman began his career with Berman Buckskin, his family’s leather business.

He helped grow the business into a major specialty retailer with 27 outlets.

Berman participated in the founding of Grand Casinos, Inc.

Berman is credited as one of the early visionaries in the development of casinos outside of the traditional gaming markets of Las Vegas and Atlantic City.

In less than five years, the company opened eight casino resorts in four states.

Berman financed the initial development of Rainforest Cafe.

He served as the Chairman and CEO from 1994 until 2000.

In October 1995, Mr.

Berman was honored with the B’nai B’rith “Great American Traditions Award.” In April 1996, he received the Gaming Executive of the Year Award; in 2004, Mr.

Berman was inducted into the Poker Hall of Fame; and in 2009, he received the Casino Lifetime Achievement Award from Raving Consulting & Casino Journal.

In 1998, Lakes Entertainment, Inc.

In 2002, as Chairman of the Board and CEO of Lakes Entertainment, Inc., Mr.

Berman was instrumental in creating the World Poker Tour.

Since January 2005, Mr.

Berman has also served as Chairman of the Board of Pokertek, Inc.

Laurence Zipkin is nationally recognized for his expertise in the gaming industry, restaurants, and emerging small growth companies.

From 1996 to 2006, Mr.

Zipkin owned Oakridge Securities, Inc.

where, as an investment banker, he successfully raised capital for various early growth-stage companies and advising clients with regard to private placements, initial public offerings, mergers, debt offerings, bridge and bank financings, developing business plans and evaluating cash needs and resources.

He has extensive experience in the merger and acquisition field and has represented companies on both the buy and sell side.

Since 2006, Mr.

Zipkin has been self-employed, engaging in various consulting activities, owning and operating two restaurant properties, and purchasing distressed real estate.

Zipkin is a licensed insurance agent for both life and health insurance.

Zipkin attended the University of Pennsylvania Wharton School of Finance.

Liszt holds a Bachelor of Arts in Journalism and Marketing and a Master of Science in Marketing from the University of Minnesota, Minneapolis.

Dana Wagner has been a director of the Company since July 31, 2025.

He is a lawyer by training and has served in a variety of senior-level roles across private-sector technology firms and in the U.S.

federal government.

Most recently, Mr.

Wagner was Chief Legal Officer and Corporate Secretary at Twilio (NYSE:

TWLO), a leading cloud communications platform.

He previously served as Chief Legal Officer and Corporate Secretary at Impossible Foods and, before that, as General Counsel and Corporate Secretary at Square (now, Block), where he led the company through a successful IPO.

Before entering the private sector, Mr.

Wagner held a variety of senior-level government roles, including Assistant U.S.

Attorney for the Northern District of California and trial attorney in the Antitrust Division at the U.S.

Department of Justice.

Wagner currently serves on the board of managers for Coinbase Custody Trust Company, the institutional arm of the publicly traded cryptocurrency exchange.

He is also a council member at Earthjustice, a non-profit public interest law organization.

Based in San Francisco, Mr.

Wagner holds a B.A.

Berkeley and J.D.

from Yale Law School.

Under the Company’s bylaws, the directors serve for indefinite terms expiring upon the next annual meeting of the Company’s shareholders.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the

Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board of Directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director.

With regard to Messrs.

Polinsky and Geraci, the Board of Directors considered their significant experience, expertise and background with regard to investing in general and the Company in particular.

When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director.

With regard to Mr.

Berman, the Board of Directors considered his background and experience with the public securities markets and his former employment and experience in operational capacities.

Barnett, the Board considered his expertise in cryptocurrency, investing, board membership and venture capital.

With respect to Messrs.

Polinsky and Geraci, the Board considered their significant experience, expertise and background with regard to investing in general and the Company in particular.

With regard to Mr.

Liszt, the Board of Directors considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience.

Liszt, the Board considered his experience on other boards of public companies, his past experience in the communications and advertising fields, and his organizational experience.

With regard to Mr.

Zipkin, the Board of Directors considered his knowledge, experience and skills in the finance, public securities and investment banking fields.

Wagner, the Board considered his experience in the cryptocurrency industry and senior legal positions in various companies and the U.S.

federal government.

There are no family relationships among our directors and executive officers.

During the past ten years, none of our directors or executive officers has been involved in any of the proceedings described in Item 401(f) of Regulation S-K.

Code of Ethics

Our Board of Directors adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013 in connection with the Company’s election to become a BDC.

Our Board adopted a Code of Ethics on August 5, 2008, and revised March 6, 2013, in connection with the Company’s election to become a BDC.

The Code of Ethics includes our Company’s principal executive officer and principal financial officer, or persons performing similar functions, as required by Sections 406 and 407 of the Sarbanes-Oxley Act of 2002.

The Company formally revised the Code of Ethics again in March 2021, to reflect the Company’s withdrawal of its BDC election.

Our Code of Ethics is available at our website, www.millcityventures3.com, or without charge, to any shareholder upon written request made to Mill City Ventures III, Ltd., Attention:

The Code of Ethics is available at our website, suig.io, or without charge, to any shareholder upon written request made to Sui Group Holdings Limited, Attention:

Chief Executive Officer, 1907 Wayzata Blvd., Suite 205, Wayzata, MN 55391.

Changes to Board of Director Nomination Procedures

In March 2021, the Board of Directors formally created a Nominating and Governance Committee and adopted and associated charter.

The charter alters the manner in which candidates for service as directors will be nominated for election or re-election and delegates that authority to the committee in lieu of the entire Board of Directors.

Changes to Board of Director Nomination Procedures for Shareholders

Communication with Board Members

Our Board of Directors has provided the following process for shareholders and interested parties to send communications to our board and/or individual directors.

All communications should be addressed to Mill City Ventures III, Ltd., 1907 Wayzata Boulevard, Ste.

Our Board has provided the following process for shareholders and interested parties to send communications to our Board and/or individual directors.

All communications should be addressed to Sui Group Holdings Limited, 1907 Wayzata Boulevard, Suite.

205, Wayzata, MN 55391, Attention:

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Committees of the Board of Directors; Audit Committee Financial Expert

The Board of Directors has an Audit Committee, a Compensation Committee, and a Nominating and Governance Committee.

The members of the Audit Committee are Laurence Zipkin, Howard Liszt and Lyle Berman., each of whom is independent for purposes of the Securities Exchange Act of 1934.

Berman currently serves as chair of the Audit Committee.

The board has adopted a charter for the Audit Committee a copy of which is available at the Company’s website at www.millcityventures3.com.

The Board has the Audit Committee, a compensation committee (the “Compensation Committee”), and a corporate governance and nominating committee (the “Corporate Governance and Nominating Committee”).

As of December 31, 2025, the members of the Audit Committee were Messrs.

Liszt and Wagner, each of whom is independent for purposes of the Exchange Act and Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2).

The Board has adopted a charter for the Audit Committee, a copy of which is available at the Company’s website at suig.io.

The Audit Committee is responsible for approving the Company’s independent accountants and recommending them to the Board (including a majority of the independent directors) for approval and submission to the shareholders for ratification, if any, reviewing with its independent accountants the plans and results of the audit engagement, approving professional services provided by its independent accountants, reviewing the independence of its independent accountants and reviewing the adequacy of its internal accounting controls.

The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

The board has determined that Mr.

Berman is an “audit committee financial expert” within the meaning of the rules of the Commission.

Berman’s relevant experience is detailed in his biography above.

The Board of Directors has determined that each of the Audit Committee members is able to read and understand fundamental financial statements and that at least one member of the Audit Committee has past employment experience in finance or accounting.

The members of the Compensation Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934.

Liszt currently serves as chair of the Compensation Committee.

The Audit Committee is also responsible for discussing with management the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

The Board has not determined that Mr.

Liszt is an “audit committee financial expert” within the meaning of the rules of the Commission.

The Board has determined that each of the Audit Committee members is able to read and understand fundamental financial statements.

At least one member of the Audit Committee (Mr.

Liszt) has past employment experience as a chief executive officer with financial oversight responsibilities, resulting in his financial sophistication for the purposes of Nasdaq Listing Rule 5606(c)(2).

Liszt currently serves as chair of the Audit Committee.

The Compensation Committee comprises Messrs.

Liszt and Wagner, each of whom is independent for purposes of the Exchange Act and Nasdaq Listing Rule 5605(d)(2)(A).

The Compensation Committee is responsible for approving the Company’s compensation arrangements with its executive management, including bonus-related decisions and employment agreements with respect to such individuals.

The board has adopted a charter for the Compensation Committee, a copy of which is available at www.millcityventures3.com.

The members of the Nominating and Corporate Governance Committee are Messrs.

Zipkin, Liszt and Berman, each of whom is independent for purposes of the Securities Exchange Act of 1934.

Liszt currently serves as chair of the Nominating and Corporate Governance Committee.

The Nominating and Corporate Governance committee is responsible for advising the Board on a broad range of issues surrounding the composition and operation of the Board of Directors and its committees, specifically including identifying criteria for suitable board candidates, identifying individuals suited to service on the board (consistent with those criteria), recommending director candidates to the board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations to the Board of Directors and its committees.

The board has adopted a charter for the Nominating and Corporate Governance Committee, a copy of which is available at www.millcityventures3.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership.

Based on our own review, our directors and officers appear to have filed all required Section 16(a) reports on a timely basis.

Nevertheless, a greater-than-ten-percent shareholder has advised us that they engaged in three sales during 2024 that were reported late on Form 4.

The Board has adopted a charter for the Compensation Committee, a copy of which is available at suig.io.

The Corporate Governance and Nominating Committee comprises Messrs.

Liszt and Wagner, each of whom is independent for purposes of the Exchange Act.

The Corporate Governance and Nominating Committee is responsible for advising the Board on a broad range of issues surrounding the composition and operation of the Board and its committees, specifically including identifying criteria for suitable Board candidates, identifying individuals suited to service on the Board (consistent with those criteria), recommending director candidates to the Board and to the shareholders, conducting annual reviews of corporate governance matters and making related recommendations to the Board and its committees.

The Board has adopted a charter for the Corporate Governance and Nominating Committee, a copy of which is available at suig.io.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers and beneficial owners of more than 10% of our Common Stock to file reports of ownership and changes in ownership with the SEC.

Based solely on our review of forms filed electronically with the SEC and written representations from the reporting persons, we believe that all required Section 16(a) reports were filed timely during fiscal year 2025, except (i) one Form 3 for Karatage related to becoming a director by deputization and four transactions in the Private Placement that was filed on February 17, 2026;

(ii) one Form 4 for Dana Wagner related to four transactions;

and (iii) one Form 4 for Douglas Polinsky related to a gift of shares to his adult daughters.

Wagner filed a Form 5 on February 17, 2026 and Mr.

Polinsky filed a Form 5 on February 19, 2026.

Insider Trading Policy

Our Board adopted an Insider Trading Policy on August 5, 2008 (the “Insider Trading Policy”), reviewed on February 26, 2010 and February 28, 2013 and revised on February 15, 2016.

The Company’s Insider Trading Policy governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees and is reasonably designed to promote compliance with insider trading laws, rules and regulations applicable to the Company.

A copy of our Insider Trading Policy is filed with this Annual Report, as Exhibit 19.

Subsequent Events

Changes to Composition of the Board

On January 5, 2026, Joseph A.

Geraci, II (“Mr.

Geraci”), Chief Financial Officer, resigned from his position as director.

The decision by Mr.

Geraci to resign from the Board did not arise from any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.

Geraci will continue to serve as the Company’s CFO and Board Observer.

The Board then appointed “Mr.

Quintenz” to serve as a member of the Board and the Audit Committee.

Quintenz’s appointment, the Board was composed of five directors, of which Mr.

Liszt and Mr.

Quintenz were deemed by the Board to be “independent” under the definitions set forth in Nasdaq Listing Rules 5605(a)(2) and 5605(c)(2)(A).

Also upon Mr.

Quintenz’s appointment, the Audit Committee was composed of three directors, Mr.

Dana Wagner, Mr.

Howard Liszt and Mr.

Quintenz, each of whom the Board has deemed to be “independent” under Nasdaq Listing Rule 5605(c)(2)(A).

On January 5, 2025, the Board also appointed Mr.

Liszt as chair of the Audit Committee.

The Board has determined that Mr.

Liszt is financially sophisticated within the meaning of Nasdaq Listing Rule 5605(c)(2).

On January 9, 2026, Nasdaq confirmed that the Company had returned to compliance with Nasdaq Listing Rules 5605(b)(1) and 5605(c)(2) pertaining to Board independence and Audit Committee composition.

ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION

Executive Compensation — Summary Compensation Table

The following table sets forth the total compensation paid by the Company during its two most recent fiscal years ended December 31, 2024 and 2023 to those persons who served as the Company’s President or Chief Executive Officer and Chief Financial Officer during such periods (collectively, the “named executives”).

Executive Compensation

We are a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934 and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies.

Our named executive officers for the fiscal year ending December 31, 2025, are (i) Mr.

Polinsky, our President and Chief Executive Officer, and member of the Board, (ii) Mr.

Geraci, II, our Chief Financial Officer and (iii) Stephen Mackintosh, our Chief Executive Officer (together, our “named executive officers”).

Stephen Mackintosh, our Chief Investment Officer, was also an executive officer of the Company in fiscal year 2025;

Mackintosh did not receive any compensation from the Company for his services as an executive officer and is thus not included in this disclosure.

Polinsky, Geraci and Mackintosh are the only executive officers of the Company.

2025 Summary Compensation Table

The following table sets forth information regarding the total compensation awarded to, earned by or paid to our named executive officers during the Company’s two most recent fiscal years ended December 31, 2025, and 2024.

Name and Principal Position

Cash Bonus (1)

Option Awards (2)

All Other Compensation (3)

Chief Executive Officer

$250,000 of the 2023 cash bonus amount reflected in the table was declared by the Compensation Committee and paid to the executive in January, 2024.

$300,000 of the 2024 cash bonus amount reflected in the table was declared by the Compensation Committee and paid to the executive in January 2025.

Includes additional compensation of payment of health premiums and 401(k) matching contributions under the employment retirement program.

On January 1, 2025, we entered into new executive employment agreements with Mr.

Polinsky, our Chief Executive Officer, and Mr.

Geraci, II, our Chief Financial Officer.

Those two executives have been executive officers of our company since its founding.

Each employment agreement was effective as of January 1, 2025, and has a term that lasts for two full years thereafter, ending on December 31, 2026 (subject to extension by mutual agreement of the parties).

Each employment agreement provides the executive with a base annual salary of $220,000.

Each executive is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) plan.

Each employment agreement contains two-year non-competition and non-solicitation covenants, as well as a customary covenants relating to the confidentiality of our company information.

In the event that an executive is terminated for cause, as defined in the employment agreements, or in the event that an executive’s services are terminated due to death or disability, the terminated executive will be entitled to receive only his base annual salary through the date of termination.

In the event of other non-cause terminations, we will be obligated to pay the terminated executive’s base annual salary through the remainder of the employment term.

Outstanding Equity Awards at Fiscal Year End

At December 31, 2023, we had issued to our named executive, and there were outstanding, an aggregate of 500,000 non-statutory ten-year stock options to purchase common stock at the purchase price of $2.12 per share, under our 2022 Stock Incentive Plan.

These stock options and the plan itself were, at that time, subject to the approval of our shareholders.

Subsequently, our shareholders did approve the plan on January 20, 2023, at a special shareholder meeting called for that purpose.

At December 31, 2024, all 500,000 of these options remained outstanding.

Director Compensation

For 2024, we paid a total of $300,000 in director fees to our independent directors.

Presently, each such director receives an annualized cash fee of $40,000, generally paid in quarterly installments.

The 2024 cash bonuses reflected in the table were declared by the Board of Directors and paid to the director in January 2025.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth certain information, as of the date of this report, with respect to any person (including any “group,” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group.

As of the date of this report, we had 6,385,255 shares of common stock outstanding.

Chief Financial Officer

Unless otherwise noted, the amounts reported in the “Bonus” column represent discretionary annual cash bonuses awarded to our named executive officers for service during the year referenced, although paid in the following year.

The amounts reported in this column represent the aggregate grant date fair value of share-based compensation awarded during the year referenced computed in accordance with the provisions of FASB ASC Topic 718 (“ASC 718”).

See “ Note 8 — Share-Based Compensation ” to our audited financial statements filed together with this Form 10-K regarding assumptions underlying the valuation of equity awards.

Includes additional compensation of 401(k) matching contributions under the employment retirement program.

Employment Agreements with Named Executive Officers

On February 1, 2025, we entered into an executive employment agreement (each, a “Prior Employment Agreement”) with each of Messrs.

Polinsky and Geraci, each of whom have been executive officers of our Company since its founding.

Each Prior Employment Agreement was effective as of January 1, 2025, and has a term that lasts for two full years thereafter, ending on December 31, 2026 (subject to extension by mutual agreement of the parties).

Each Prior Employment Agreement provides the named executive officer with a base annual salary of $220,000.

Pursuant to the Prior Employment Agreement, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) plan.

Each Prior Employment Agreement contains two-year non-competition and non-solicitation covenants, as well as a customary covenant relating to the confidentiality of our company information.

In the event that the named executive officer is terminated for Cause (as defined in the Prior Employment Agreements), or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination.

In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term.

We entered into new employment agreements with each of the named executives that were effective as of July 31, 2025 (the “New Employment Agreements”) and supersede the Prior Employment Agreements.

Each New Employment Agreement has a term that lasts for three years thereafter, subject to extension by mutual agreement of the parties.

Pursuant to each New Employment Agreement, each named executive officer is entitled to a base annual salary of $450,000 and is eligible to receive an annual cash bonus of up to 100% of his base salary, payable at the discretion of the Compensation Committee.

Under the New Employment Agreements, each named executive officer is also entitled to have health insurance provided by us and the ability to contribute to our 401(k) retirement plan.

Additionally, each New Employment Agreement contains one-year non-competition and non-solicitation covenants, as well as customary covenants relating to the confidentiality of Company information.

In the event that a named executive officer is terminated for Cause (as defined in the New Employment Agreements) or in the event that a named executive officer’s services are terminated due to death or disability, the terminated named executive officer will be entitled to receive only his base annual salary through the date of termination.

In the event of other non-cause terminations, we will be obligated to pay the terminated named executive officer’s base annual salary through the remainder of the employment term.

Neither New Employment Agreement contains any change-in-control provisions.

Management Warrants

Pursuant to the Securities Purchase Agreements and in connection with the Private Placement, upon the closing of the Private Placement on July 31, 2025, the Company issued Management Warrants to Messrs.

Polinsky and Geraci, pursuant to which, the named executive officers may purchase up to 622,694 shares of our Common Stock individually, or an aggregate of 1,245,388 shares of our Common Stock collectively.

The Management Warrants entitle each named executive officer to purchase the following shares of our Common Stock at the applicable exercise prices:

(i) 311,347 shares at an exercise price of $5.42 per share;

(ii) 207,565 shares at an exercise price of $6.50 per share;

and (iii) 103,782 shares at an exercise price of $7.05 per share.

The Management Warrants will vest in four substantially equal installments (being 25% every six months) over the 24-month period measured from the date of issuance of the Management Warrants, subject to the named executive officer’s continued employment with the Company at each respective vesting date.

The Management Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Outstanding Equity Awards at Fiscal Year End Table

The following table sets forth certain information concerning outstanding stock options held by our named executive officers as of December 31, 2025.

Number of Securities Underlying Unexercised Options (#)

Number of Securities Underlying Unexercised Warrants (#)

Non-Exercisable

Exercise Price ($)

11/23/2022 (1)

7/31/2025 (2)

11/23/2022 (1)

7/31/2025 (2)

On November 23, 2022, we issued to each named executive officer 250,000 (aggregating 500,000 in total to both named executive officers) ten-year non-statutory stock options to purchase Common Stock at the purchase price of $2.12 per share, under the 2022 Plan.

At the time of grant, the exercisability of these stock options and the 2022 Plan itself were subject to the approval of our shareholders.

Our shareholders The Management Warrants vest over a period of 24 months in four equal installments (being 25% every six months), measured from the date of issuance, subject to the relevant holder still being employed by the Company at each respective vesting date.

The Management Warrants vest over a period of 24 months in four equal installments (being 25% every six months), measured from the date of issuance, subject to the relevant holder still being employed by the Company at each respective vesting date.

Policies and Practices Related to the Grant of Certain Equity Awards

During 2025, we granted warrants to employees, including our named executive officers.

We do not take material nonpublic information (“MNPI”) into account in determining the timing of grants of stock options, stock appreciation rights, or similar instruments with option-like features.

Further, we have not timed the disclosure of MNPI for the purpose of affecting the value of executive compensation.

The only options we grant are issued pursuant to our equity incentive plan and the only similar instruments with option-like features that we grant are the warrants granted to certain non-employee directors upon hiring and the Management Warrants granted to our named executive officers in 2025.

The process of offering these instruments does not take into consideration the disclosure of material nonpublic information;

however, we do not believe we were in possession of any material nonpublic information at the time the Management Warrants and the Director Warrants (as defined below) were granted.

The following table is provided pursuant to Item 402(x)(2) of Regulation S-K.

Number of securities

underlying the award

price of the award

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

Non-Employee Director Compensation

For 2025, we paid a total of $423,948 in director fees to our non-employee directors.

We do not pay any compensation to our named executive officers, Messrs.

Polinsky and Geraci, in connection with their service on the Board.

See the “2025 Summary Compensation Table” above for information on the total compensation paid to Messrs.

Polinsky and Geraci for all services provided by them to the Company.

Liszt Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr.

Liszt receives an annual director fee of $70,000.

Wagner Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr.

Wagner receives an annual director fee of $250,000, paid on a quarterly basis.

In addition, on July 31, 2025, the Company issued to Mr.

Wagner the Director Warrants to purchase 207,565 shares of our Common Stock at various prices per share, as follows:

(i) 83,026 shares at an exercise price of $5.42 per share;

(ii) 41,513 shares at an exercise price of $5.962 per share;

(iii) 41,513 shares at an exercise price of $6.504 per share;

and (iv) 41,513 shares at an exercise price of $7.046 per share.

The Director Warrants will vest in four substantially equal instalments (being 25% every six months) over a 24-month period measured from the date of issuance (July 31, 2025), subject to Mr.

Wagner (i) being a director of the Company at each respective vesting date and (ii) not having been legally and validly terminated or removed as a director pursuant to the Company’s bylaws and applicable law.

The Director Warrants will expire five years after the date of issuance and the exercise prices are subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes.

Berman Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr.

Berman received an annual director fee of $22,935.

As reported by the Company on July 31, 2025, Mr.

Berman resigned from his role as a non-employee director of the Company.

There were no disagreements between the Company and Mr.

Berman that led to his decision to resign.

Zipkin Compensation Arrangements

As compensation for his service as a non-employee director of the Company, Mr.

Zipkin receives an annual director fee of $70,000.

As reported by the Company on July 15, 2025, Mr.

Zipkin passed away.

Non-Employee Director Compensation Table

The following table sets forth information for the fiscal year ended December 31, 2025, regarding the compensation awarded to, earned by or paid to our non-employee directors.

Fees Earned or

Marius Barnett(2)

Lyle Berman(3)

Dana Wagner(4)

See “ Note 8 — Share-Based Compensation ” to our audited financial statements filed together with this Form 10-K regarding assumptions underlying the valuation of equity awards.

On July 27, 2025, Mr.

Barnett was appointed as a member of the Board, effective as of July 31, 2025.

He did not receive any compensation from the Company for his services in fiscal year 2025.

On July 27, 2025, Mr.

Berman resigned as a member of the Board, effective as of July 31, 2025.

On July 27, 2025, Mr.

Wagner was appointed as a member of the Board, effective as of July 31, 2025.

Zipkin ceased to be a member of the Board due to his death on July 9, 2025.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

The following table summarizes information for equity compensation plans in effect as of December 31, 2025:

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders

1,914,979,737

Equity compensation plans not approved by security holders

1,914,979,737

The securities reflected in column (a) above were issued pursuant to the company’s 2022 Plan.

Information concerning securities authorized for issuance under equity compensation plans is included in Note 2 — Summary of Significant Accounting Policies - Stock-Based Compensation to our Financial Statements included elsewhere in this Annual Report.

The following table sets forth certain information, as of the date of this Annual Report, with respect to any person (including any “group,” as that term is used in Section 13(d)(3) of the Exchange Act, as amended) who is known to us to be the beneficial owner of more than 5% of any class of our voting securities, and as to those shares of our equity securities beneficially owned by each of our directors and executive officers and all of our directors and executive officers as a group.

As of the date of this Annual Report, we have 76,802,872 shares of Common Stock outstanding.

Unless otherwise indicated in the table or its footnotes, the business address of each of the following persons or entities is 1907 Wayzata Blvd., Suite 205, Wayzata, Minnesota 55391, and each such person or entity has sole voting and investment power with respect to the shares of Common Stock set forth opposite their respective name.

1 unchanged sentence

Percentage of Outstanding Shares (1)

Marius Bennett (1)

Geraci, II (3)

Howard Liszt (4)

Lyle Berman (5)

Laurence Zipkin (6)

Neal Linnihan SEP/IRA (8)

Scott and Elizabeth Zbikowski (9)

David Bester (10)

Patrick Kinney (11)

All current directors and executive officers as a group (7) (five persons)

The number of shares of common stock beneficially owned by each person is determined under the rules of the Commission and the information is not necessarily indicative of beneficial ownership for any other purpose.

Dana Wagner (5)

Brian Quintrenz (6)

Sui Foundation (7)

MMCAP International Inc.

Karatage Opportunities (9)

Stephen Mackintosh (10)

(*) The number of shares of Common Stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the date hereof, through the exercise of any stock option, warrant or other right.

1 unchanged sentence

The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Polinsky is our Chairman and Chief Executive Officer.

Figure includes 128,915 shares of common stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Barnett is the Chairman of our Company.

Polinsky is our Chief Executive Officer.

The reported figure includes 128,915 shares of Common Stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Polinsky and Geraci;

311,588 shares of Common Stock held individually and directly by Mr.

The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 250,000 shares of common stock.

Geraci is a director our company and our Chief Financial Officer.

Figure includes 128,915 shares of common stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 250,000 shares of Common Stock and warrants to purchase 622,694 shares of Common Stock that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to Mr.

Polinsky still being employed by the Company.

As of the date of this Annual Report, 155,674 warrants had vested.

30,560 of Mr.

Polinsky’s shares have been pledged as security.

Geraci is our Chief Financial Officer.

The reported figure includes 128,915 shares of Common Stock held by Lantern Advisers, LLC, a Minnesota limited liability company co-owned by Messrs.

Geraci and Polinsky;

123,792 shares of Common Stock held individually and directly by Mr.

7,677 shares of common stock held individually by Mr.

Geraci’s spouse, and 445 shares of common stock held by Mr.

Geraci’s minor child.

The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 250,000 shares of common stock.

Liszt is a director of our Company.

The reported figure also includes a presently exercisable non-statutory stock option for the purchase of up to 125,000 shares of Common Stock and warrants to purchase 622,694 shares of Common Stock that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to Mr.

Geraci still being employed by the Company.

As of the date of this Annual Report, 155,674 warrants had vested.

Liszt is a director of the Company.

The reported figures include a presently exercisable non-statutory stock option for the purchase of up to 100,000 shares of Common Stock.

Berman is a director of our Company.

Zipkin is a director of our Company.

Consists of Messrs.

Polinsky, Geraci, Liszt, Berman and Zipkin.

Based upon a Schedule 13G filed by Mr.

Linnihan, and subsequent information obtained by the Company.

Based upon a Schedule 13G filed by Mr.

Zbikowski, and subsequent information obtained by the Company.

Based upon a Schedule 13G filed by Mr.

Bester, and subsequent information obtained by the Company.

Based upon a Schedule 13G filed by Mr.

Kinney (including shares held by Mr.

Kinney as a custodian for grandchildren), and subsequent information obtained by the Company.

Wagner is a director of the Company.

The reported figure represents warrants to purchase 207,565 shares of Common Stock issued to Mr.

Wagner that vests over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to continued service.

As of the date of this Annual Report, 51,891 warrants had vested.

Quintenz is a director of the Company as of January 5, 2026.

The reported figure represents warrants to purchase 207,565 shares of Common Stock issued to Mr.

Quintenz that will vest over a 24-month period, starting six months from the issue date, in four equal installments (being 25% every six months), subject to continued service.

As of the date of this Annual Report, none of warrants issued to Mr.

Quintenz have vested.

(7) The Sui Foundation is a company incorporated under the laws of the Cayman Islands.

The address of record is 9 Forum Lane, Suite 3119 Camana Bay, Grand Cayman, Cayman Islands, KY-9006.

(8) Number of shares of Common Stock based on a Schedule 13G filed with the SEC on October 1, 2025, by MMCAP International Inc.

SPC and MM Asset Management Inc.

The principal business address of MMCAP International Inc.

SPC is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.

Box 1348, Grand Cayman, KY1-1108, Cayman Islands.

The principal business address of MM Asset Management Inc is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, Ontario M5J 2S1 Canada.

(9) Karatage is a company incorporated under the laws of the Cayman Islands Renough Limited, a company incorporated under the laws of the Isle of Man, is the trustee of Kivalina Trust.

Kivalina Trust, a trust organized under the laws of the Isle of Man, is the sole shareholder of Kivalina Investment Holdings Limited, a company incorporated under the laws of the Isle of Man, and Kivalina Investment Holdings Limited is the majority shareholder of Karatage Ventures (Jersey) Limited, a company incorporated under the laws of the Isle of Jersey (“Karatage Ventures”).

Karatage Ventures is the sole shareholder of Karatage Capital Holdings (Jersey) Limited, a company incorporated under the laws of Jersey (“Karatage Capital”), and Karatage Capital is the sole shareholder of Karatage.

Karatage is the direct holder of the Common Stock of the Company.

Leo Kassam and Laura Marie McGeever, both citizens of the Cayman Islands, are members of the two-member board of directors of Karatage.

The address of record is 4th Floor, Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands, KY1-1002.

Mackintosh is the Chief Investment Officer of our Company.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with Related Persons and Certain Conflict Disclosures

Our Board of Directors has adopted a policy to require our disclosure of instances in our periodic filings with the SEC.

We maintain a conflict of interest and related party transactions policy requiring that (i) certain disclosures be made to the Board in relation to situations where officers, directors, significant shareholders, or any of their affiliates may enter into transactions with us, and (ii) certain disclosures appear in the reports prepared and filed with the SEC.

Our related party transactions requiring disclosure under this policy are as follows:

We held a promissory note with two shareholders in the principal amount of $250,000.

The promissory note bore interest payable monthly at the rate of 10% per annum.

The note was secured by the debtors’ pledge to us of 277,778 shares of common stock.

The note was paid in full including all accrued interest on September 26, 2024.

On January 3, 2022, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Eastman Investment, Inc., a Nevada corporation, and Lyle A.

Berman, as trustee of the Lyle A.

Berman Revocable Trust (collectively, the “Lenders”).

Berman is a director of our company.

Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business.

Amounts drawn under the Loan Agreement accrued interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets.

As a Lender, Mr.

Berman was obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement.

The Loan Agreement had a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement were to become due and payable;

subject, however, to each Lender’s right, including Mr.

Berman, to terminate the Loan Agreement, solely with respect to such Lender’s obligation to provide further credit, at any time after January 3, 2023.

We terminated the Loan Agreement in January 2024 having earlier satisfied all obligations owing thereunder.

Agreements with the Sui Foundation:

The Sui Foundation beneficially owns 6.22% of the Company’s Common Stock.

In connection with the Private Placement we entered into the following agreements with the Sui Foundation:

Digital Asset Purchase and Sale Agreement, dated July 27, 2025 .

Pursuant to the agreement, the Company agreed to purchase a quantity of SUI tokens (the “Initial Purchase”) equal to 50% of the aggregate cash proceeds from the PIPE Transaction (the “Cash Proceeds”), divided by a per-token price 85% of the 24-hour time-weighted average price (the “TWAP”) on the closing date thereof.

Following the Initial Purchase, the Company is obligated to allocate 50% of all subsequent capital raised to purchase additional SUI tokens (each, a “Subsequent Purchase”) at the same 15% discount to the TWAP, until the aggregate value of Subsequent Purchases equals the Cash Proceeds.

Securities Purchase Agreement, dated as of July 27, 2025 .

Pursuant to this agreement, the Sui Foundation agreed to purchase 4,612,547 of the Company’s Common Stock for a price of $25,000,004.74, payable in SUI tokens.

Digital Asset Purchase Agreement, dated July 31, 2025 .

Pursuant to this agreement, the Company agreed to purchase and the Sui Foundation agreed to sell and transfer 5,927,859 SUI tokens.

Investor Rights Agreement, dated July 31, 2025 .

Pursuant to the agreement, for so long as the Sui Foundation, and its affiliates satisfy the “Foundation Minimum Condition” (defined as beneficially owning at least 10% of the Common Stock held by the Sui Foundation as of July 31, 2025), the Company agreed to provide the Sui Foundation with certain rights, including for the Sui Foundation to (i) appoint a board observer to the Board, who shall have the right to attend Board meetings in a non-voting, advisory capacity and (ii) certain information rights, including access to financial statements.

Lock Up Agreement, dated July 31, 2025 .

Pursuant to the agreement, the Sui Foundation agreed to a twelve-month restricted period on the transfer of the Company’s securities it holds following the closing of the Private Placement.

Foundation Investor Warrant , dated July 31, 2025 .

The Foundation Investor Warrant gives the Sui Foundation the right to purchase 3,113,469 shares of our Common Stock across four tranches (i) 1,245,387 shares at $5.42 per share;

(ii) 1,245,387 shares at $5.962 per share;

(iii) 415,129 shares at $6.504 per share;

and (iv) 207,565 shares at $7.046 per share.

Pre-Funded Warrant , dated July 31, 2025 .

The Pre-Funded Warrant gives the Sui Foundation the right to purchase 612,547 shares of our Common Stock at an exercise price of $0.0001 per share.

The Pre-Funded Warrant is exercisable immediately and remains exercisable until fully exercised.

Trademark License Agreement, dated July 31, 2025 .

Pursuant to the agreement, the Sui Foundation, granted the Company a limited, revocable, non-exclusive, fully paid-up, non-transferable and non-sublicenseable right and license to use and display the marks listed therein.

The term of the Trademark Agreement is for one year with the ability for the Company to renew for successive one-year terms provided that the Company has not sold $10,000,000 in SUI or other digital assets that utilize the Sui protocols as their coordination layer, Bitcoin and any other cryptocurrencies (as may be approved by the Board) solely for the purpose of integrating Bitcoin and/or such other cryptocurrencies with the Sui protocols.

Agreements with Karatage:

Karatage, together with certain related entities, beneficially owns 5.63% of the Company’s Common Stock, and Marius Barnett, co-founder and CEO of Karatage, is Chairman of the Board.

In connection with the Private Placement, we entered into the following agreements with Karatage:

Strategic Advisory Agreement, dated as of July 27, 2025 .

Under this agreement, the Company incurred advisory fees of $639,694 for the year ended December 31, 2025 in exchange for certain advisory services provided by Karatage and Mr.

As of December 31, 2025, $43,471 remained unpaid and is included in accounts payable and accrued liabilities on the accompanying balance sheet.

Securities Purchase Agreement, dated as of July 27, 2025 .

Pursuant to this agreement, Karatage and related funds purchased 4,612,547 of the Company’s Common Stock for a price of $25,000,004.74 payable in SUI tokens.

Lead Investor Warrant, dated as of July 31, 2025 .

The Lead Investor Warrant gives Karatage the right to purchase 3,113,469 shares of our Common Stock across four tranches:

(i) 1,245,387 shares at $5.42 per share;

(ii) 1,245,387 shares at $5.962 per share;

(iii) 415,129 shares at $6.504 per share;

and (iv) 207,565 shares at $7.046 per share.

Investor Rights Agreement, dated July 31, 2025 .

Pursuant to the agreement, for so long as Karatage and its affiliates beneficially own at least 10% of the Common Stock held by Karatage as of July 31, 2025, the Company has agreed to (i) provide Karatage with the right to nominate a number of directors to the Board proportionate to its ownership percentage, provided that Karatage shall have the right to nominate at least one director, (ii) appoint a Chief Investment Officer selected by Karatage (iii) take all necessary corporate actions to cause the Board to be comprised of at least four directors and (iv) provided Karatage with access to certain financial statements and other information rights.

Lock Up Agreement, dated July 31, 2025 .

Pursuant to the agreement Karatage agreed to a twelve-month restricted period on the transfer of the Company’s securities it holds following the closing of the Private Placement.

Agreements with other Related Persons:

Securities Purchase Agreement, dated as of July 27, 2025 .

Pursuant to this agreement, MMCAP International Inc.

SPC and related funds (“MMCAP”) purchased 1,845,010 of the Company’s Common Stock for a price of $9,999,954.20.

According to information disclosed in its Schedule 13G filed February 13, 2026, MMCAP owns 7.6% of the Company’s Common Stock as of the date of this Annual Report.

Related Party Transaction Policy

The Board of Directors has adopted a written Conflict of Interest and Related Party Transaction Policy.

The Board adopted a written Related Party Transaction Policy.

That policy governs the approval of all related party transactions, subject only to certain customary exceptions (e.g., compensation, certain charitable donations, transactions made available to all employees generally, etc.).

The policy contains a minimum dollar threshold of $5,000.

The entire Board of Directors administers the policy and approves any related-party transactions.

In general, after full disclosure of all material facts, review and discussion, the board approves or disapproves related-party transactions by a vote of a majority of the directors who have no direct or indirect interest in such transaction.

Procedurally, no director is allowed vote in any approval of a related-party transaction for which he or she is the related party, except that such a director may otherwise participate in a related discussion and shall provide to the board all material information concerning the related-party transaction and the director’s interest therein.

The entire Board administers the policy and the charter of the Audit Committee provides that the Audit Committee will review for approval any related party transactions.

In general, after full disclosure of all material facts, review and discussion, the Board approves or disapproves related party transactions by a majority vote of the directors who have no direct or indirect interest in such transaction.

Procedurally, no director is allowed to vote in any approval of a related party transaction for which he or she is the Related Party (as defined by Related Party Transaction Policy), except that such a director may otherwise participate in a related discussion and shall provide to the Board all material information concerning the related party transaction and the director’s interest therein.

If a related party transaction will be ongoing, the Board may establish guidelines for management to follow in its ongoing dealings with the related party.

Director Independence

The Company currently has five directors, and our Board of Directors has determined that three of our directors—Messrs.

Liszt, Berman and Zipkin—qualify as independent directors in accordance with the published listing requirements of the Nasdaq Capital Market.

As of the date of filing, the Company currently has five directors, and our Board has determined that three of our directors—Messrs.

Liszt, Wagner, and Quintenz—qualify as independent directors in accordance with the applicable rules and regulations of the SEC and the listing requirements and the rules of Nasdaq.

The Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.

In addition, our Board of Directors has made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In addition, in making this determination, our Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, and our Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2024 and December 31, 2023, as well as the fees billed for other services rendered by Boulay PLLP.

The following table summarizes the fees for professional audit services provided by Boulay PLLP for the audit of the Company’s annual financial statements for the years ended December 31, 2025, and December 31, 2024, as well as the fees billed for tax fees and other services rendered by Boulay PLLP during the years ended December 31, 2025, and December 31, 2024.

Audit-Related Fees

The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2024 and 2023 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q.

All Other Fees

The fees identified under this caption were for professional services rendered by Boulay PLLP for the years ended 2025 and 2024 in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2025.

The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.

The increase in audit fees is related to the additional audit work associated with the private placement transaction, warrant issuances, and digital asset treasury strategy change with increased work around evaluating the new accounting policies, procedures, controls, as well as the rewrite of the 10-K and continuing changes and edits to the 10-K and 10-Q filing.

Audit-Related Fees .

The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” This category may include fees related to the performance of audits and attestation services not required by statute or regulations, and accounting consultations about the application of generally accepted accounting principles to proposed transactions.

The audit related fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit Fees.” These services typically include attestation services not required by statute or regulations, assistance with SEC filings (e.g.

comfort letters or consents), and accounting and financial reporting consultations regarding the application of generally accepted accounting principles to proposed transactions.

The audit-related fees are related to issuance of comfort letters associated with the private placement transaction as well as the equity line of credit.

The fees identified under this caption were for tax compliance and corporate tax services.

Corporate tax services encompass a variety of permissible services, including technical tax advice related to tax matters; assistance with state and local taxes.

Approval Policy.

The Audit Committee of our Board of Directors approves in advance all services provided by our independent registered public accounting firm.

All Other Fees .

The fees identified under this caption were for aggregate fees billed for all other products and services provided by Boulay PLLP that do not fall within the categories of Audit Fees, Audit‑Related Fees, or Tax Fees.

Audit Committee Pre-Approval Policy for Audit and Non-Audit Services

The Audit Committee has a policy that gives the Audit Committee authority to pre-approve all audit and non-audit services to be performed by the independent registered public accounting firm or any other registered public accounting firm engaged by the Company and the related fees for such services other than prohibited non-auditing services as promulgated under rules and regulations of the SEC, subject to the inadvertent de minimis exceptions set forth in the Sarbanes-Oxley Act of 2002 and the SEC rules.

The Audit Committee approves all services provided by our independent registered public accounting firm.

All engagements of our independent registered public accounting firm in years ended 2025 and 2024 were pre-approved by the Audit Committee.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Amended and Restated Articles of Incorporation of Mill City Ventures III, Ltd.

(incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 23, 2013)

Articles of Amendment to Amended and Restated Articles of Incorporation of Mill City Ventures III, Ltd.

(incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on August 11, 2022)

Amended and Restated Bylaws of Mill City Ventures III, Ltd.

(incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form 10-SB filed on January 29, 2008)

Loan and Security Agreement with Eastman Investment, Inc., a Nevada corporation, and Lyle A.

Berman, as trustee of the Lyle A.

Berman Revocable Trust, dated January 3, 2022 (now terminated) (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 10, 2022)

Employment Agreement with Douglas Polinsky (now expired) (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Employment Agreement with Joseph Geraci (now expired) (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023)

Executive Employment Agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.4 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Executive Employment Agreement with Joseph Geraci (incorporated by reference to Exhibit 10.5 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Stock Incentive Plan (incorporated by reference to the registrant’s definitive proxy statement filed on December 15, 2022)

Exhibit Number

Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 23, 2013).

Articles of Amendment to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 11, 2022).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2025).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Form of Pre-Funded Common Stock Purchase Agreement Warrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Lead Investor Warrant (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Foundation Investor Warrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Management Warrant (incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Advisor Warrant (incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Description of Registrant’s Securities.

Executive Employment Agreement with Douglas Polinsky, dated July 31, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Executive Employment Agreement with Joseph A.

Geraci II, dated July 31, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025).

Stock Incentive Plan (incorporated by reference to the Registrant’s Definitive Proxy Statement filed with the SEC on December 15, 2022).

Amendment No.

1 to Stock Incentive Plan (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to exhibit 10.1 to the registrant’s quarterly report on Form 10-Q filed on November 12, 2024)

1 to Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023).

Fourth Short-Term Loan Agreement with Mustang Funding, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024).

Fourth Short-Term Promissory Note issued by Mustang Funding, LLC in favor of Mill City Ventures III, Ltd.

(incorporated by reference to exhibit 10.2 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

(incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023).

Amendment No.

1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to exhibit 10.3 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022 (incorporated by reference to exhibit 10.4 to the registrant’s quarterly report on Form 10-Q filed on August 15, 2023)

1 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated April 29, 2024 (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023).

Subordination and Intercreditor Agreement with Orion Pip, LLC dated December 28, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 15, 2023).

Amendment No.

2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on November 20, 2024)

2 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated November 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 20, 2024).

Amendment No.

3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on December 18, 2024)

3 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated December 18, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 18, 2024).

Amendment No.

4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 7, 2025)

4 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 7, 2025 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 7, 2025).

Amendment No.

5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to exhibit 10.1 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.2 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to exhibit 10.3 to the registrant’s current report on Form 8-K filed on February 3, 2025)

Code of Ethics (incorporated by reference to Exhibit 14.1 to the registrant’s registration statement on Form S-1/A filed on July 28, 2022)

5 to Fourth Short-Term Loan Agreement and Fourth Short-Term Promissory Note with Mustang Funding, LLC, dated January 22, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).

Amended and Restated Subordination and Intercreditor Agreement with Orion Pip LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).

Security Agreement with Mustang Funding, LLC, dated January 24, 2025 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 3, 2025).

Form of Securities Purchase Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Placement Agency Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Form of Registration Rights Agreement, dated as of July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and each Purchaser (as defined therein) (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Strategic Advisor Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Karatage (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Asset Management Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Galaxy Digital Capital Management LP, as asset manager (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 31, 2025).

Digital Asset Purchase and Sale Agreement, dated July 27, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and the Sui Foundation (incorporated by reference to Exhibit 10.6 to the Form S-1/A filed with the SEC on August 28, 2025).

Common Stock Purchase Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025).

Registration Rights Agreement, dated as of August 1, 2025, by and among Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2025).

Custodial Services Agreement with BitGo, dated as of July 26, 2025, by and between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.

and BitGo Trust Company, Inc.

(incorporated by reference to Exhibit 10.22 to the Registrant’s Form S-1/A filed with the SEC on August 28, 2025).

Warrant Agreement, dated July 31, 2025, between Sui Group Holdings Limited (f/k/a Mill City Ventures III, Ltd.) and Dana Wagner.

Warrant Agreement, dated January 5, 2026, between Sui Group Holdings Limited and Brian Quintenz.

Trademark Licensing Agreement, dated July 31, 2025, by and between the Company and the Sui Foundation

Code of Ethics (incorporated by reference to Exhibit 14 to the registrant’s annual report on Form 10-K filed on March 14, 2022).

Insider Trading Policy.

Consent of Independent Registered Public Accounting Firm

3 unchanged sentences

§1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy (incorporated by reference to Exhibit 97 to the registrant’s Amendment No.

1 to the annual report filed on Form 10-K, filed on May 9, 2025).

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_______________

* Filed electronically herewith.

Filed herewith.

Furnished herewith.

Management contract or compensatory plan or arrangement.

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MILL CITY VENTURES III, LTD.

SUI Group Holdings Limited

/s/ Douglas Polinsky

Douglas Polinsky

Chief Executive Officer

March 7, 2025

Douglas Polinsky Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Douglas M.

Chief Executive Officer, President and

March 7, 2025

Director (principal executive officer)

March 7, 2025

Chief Executive Officer and Director

(principal executive officer)

/s/ Joseph A.

Chief Financial Officer and Director

March 7, 2025

Chief Financial Officer

(principal accounting and financial officer)

/s/ Lyle Berman

March 7, 2025

/s/ Marius Barnett

Marius Barnett

/s/ Dana Wagner

/s/ Howard Liszt

March 7, 2025

/s/ Laurence Zipkin

March 7, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures