Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 15, 2025, Mill City Ventures III, Ltd. (the "Company") reported the unexpected passing of Mr. Laurence S. Zipkin on July 9, 2025. At the time of his death, Mr. Zipkin was an independent director of the Company, a member and chairman of its Corporate Governance and Nominating Committee, and a member of its Compensation Committee and Audit Committee.

On July 18, 2025, the Company received a letter from Nasdaq indicating that, due to Mr. Zipkin's death, the Company no longer complies with Nasdaq Listing Rule 5605(b)(1), which requires that a majority of the Board of Directors of the Company consist of "independent directors" as defined by Nasdaq Listing Rule 5605(a)(2), and Nasdaq Listing Rule 5605(c)(2), which requires that the Audit Committee consist of at least three "independent directors."

In accordance with Nasdaq Listing Rules 5605(b)(1)(A) and 5605(c)(4), the Company must cure these deficiencies and evidence compliance prior to (a) its next annual shareholder meeting or July 9, 2026; or (b) if the next annual shareholder meeting is held before January 5, 2026, then no later than January 5, 2026.

Prior to the end of the cure period described above, the Board of Directors of the Company intends to appoint a new independent director to fill the vacancy on the Company's Board of Directors and Audit Committee, to restore compliance with Nasdaq's independence requirements.