Item 1.01 Entry into a Material Definitive Agreement.

On January 3, 2022, Mill City Ventures III, Ltd. ("Mill City") 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"). Under the Loan Agreement, the Lenders have made available to Mill City a $5 million revolving line of credit for Mill City to use in the ordinary course of its short-term specialty finance business. Amounts drawn under the Loan Agreement will accrue interest at the per annum rate of 8%, and all obligations of Mill City under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of Mill City's assets.

Each Lender is obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement. The Loan Agreement has a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement will become due and payable; subject, however, to each Lender's right to terminate the Loan Agreement, solely with respect to such Lender's obligation to provide further credit, at any time after January 3, 2023. In the event that a Lender terminates its lending obligations, the Loan Agreement requires that Mill City repay such Lender, prior to the five-year maturity date, with the proceeds derived from specified investments.

The Loan Agreement provides for Mill City to pay a quarterly unused commitment fee equal to one-quarter of one percent of the amount of credit available but unused under the Loan Agreement, and requires Mill City to pay such fee in the form of shares of Mill City common stock based on Mill City's net asset value per share on the last day of the applicable fiscal quarter. The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms and conditions.

The Loan Agreement contains other provisions, such as representations, warranties, terms and conditions, that are customary for revolving credit facilities. Promissory notes, evidencing amounts owing under the Loan Agreement and conforming to the terms and conditions of the Loan Agreement, were also executed by Mill City and delivered to the Lenders as contemplated under the Loan Agreement.


 Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

           Off-Balance Sheet Arrangement of a Registrant.

The disclosures under Item 1.01 above are incorporated by reference into this item.

Item 9.01 Financial Statements and Exhibits.






 (d) Exhibits.




  Item     Description
    10.1     Loan and Security Agreement, dated January 3, 2022, among Mill City
           Ventures III, Ltd., Eastman Investment, Inc. and Lyle A. Berman, as
           trustee of the Lyle A. Berman Revocable Trust (filed herewith)
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           Document)

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