What changed in this filing

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Item 9A. Controls and Procedures

2025-12-17 compared with 2014-04-01 · 92 added, 162 removed, 48 unchanged (84% of the section changed)

Controls and Procedures

Attached as exhibits to this Form 10-K

are certifications of our Chief Executive Officer and Chief Financial Officer (CFO), which are required in accordance with Rule

13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This section includes information concerning

the controls and controls evaluation referred to in those certifications and should be read in conjunction with the certifications

for a more complete understanding of the topics presented.

Attached as exhibits to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer (CFO), which are required in accordance with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This section includes information concerning the controls and controls evaluation referred to in those certifications and should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and

procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’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 based on the definition of

“disclosure controls and procedures”

as promulgated under the Exchange Act.

In designing and evaluating the disclosure

controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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The Fund, including our Chief Executive

Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures

as of December 31, 2013.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures were effective.

Management Report on Internal Control Over Financial Reporting

Our Management is responsible for establishing

and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of

our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted

accounting principles.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the

maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Fund are being

made only in accordance with authorizations of Management and directors of the Fund;

and (iii) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material

effect on the financial statements.

We assessed our internal control over

financial reporting as of December 31, 2013, the end of our most recent fiscal year.

We based our assessment on criteria established

in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Our assessment

included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation,

accounting policies, and our overall control environment.

This assessment is supported by testing and monitoring performed both

by a third-party consultant and our accounting department.

Based on our assessment, we have concluded

that our internal control over financial reporting was effective as of the end of the fiscal year to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in

accordance with generally accepted accounting principles.

The results of our assessment have been reviewed with the Audit Committee

of our Board of Directors.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’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 based on the definition of “disclosure controls and procedures” as promulgated under the Exchange Act.

In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Fund’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operations of the Fund’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2024.

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Fund’s disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial reporting described below.

Report of Management on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2024.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Fund’s internal control over financial reporting includes, among others, those policies and procedures that pertain to assets of the Fund including, in particular, the fair value of portfolio investments held by the Fund.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management performed an assessment of the effectiveness of the Fund’s internal control over financial reporting as of December 31, 2024, based upon criteria in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management has concluded that the Fund did not maintain effective internal control over financial reporting as of December 31, 2024, due to the material weaknesses described below.

A material weakness was identified in our internal control over financial reporting relating to the design and operation of management review over the valuation of the Fund’s portfolio investment, including management’s review procedures over the completeness and accuracy of the underlying data and information supplied to third parties assisting management by recommending a range of reasonable fair values.

Although this material weakness did not result in a material misstatement of our consolidated financial statements for the periods presented, there is a possibility that, had the material weakness continued undetected, it could have led to a material misstatement of portfolio fair values and related disclosures.

Accordingly, management has concluded that this control deficiency constitutes a material weakness.

Management believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects the Fund’s financial condition, results of its operations, changes in its net assets and its cash flows for the periods presented.

We believe that the audited consolidated financial statements included in this Annual Report on Form 10-K are accurate.

We have begun the process of, and we are focused on, enhancing effective internal control measures to improve our internal control over financial reporting and remediate the material weaknesses.

Our internal control remediation efforts include the following:

Enhancing existing controls that address the completeness and accuracy of underlying data and information supplied to third parties assisting management in its determination of fair value and in the performance of management review controls over the valuation of the Fund’s portfolio securities;

Enhancing policies and procedures to improve the precision of review and evidence of review procedures performed to demonstrate effective design and operation of such controls.

We believe our planned actions to enhance our processes and controls will address the material weakness, but these actions are subject to ongoing management evaluation, and we will need a period of execution to demonstrate remediation.

We are committed to the continuous improvement of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

There were no other changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate

Information about our Directors and

Executive Officers, our Audit Committee and the Nominating and Corporate Governance Committee, our code of ethics applicable to

the principal executive officer and principal financial officer, and Section 16(a) Beneficial Ownership Reporting Compliance is

incorporated by reference to our Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders, to be filed pursuant to

Regulation 14A under the Securities Exchange Act of 1934, as amended, on or prior to April 30, 2014 (the “2014 Proxy Statement”).

We have adopted a code of business conduct

and ethics applicable to our directors, officers (including our principal executive officer, principal financial officer and controller)

and employees, known as the Code of Business Conduct and Ethics.

A copy of the Code of Business Conduct and Ethics is available

to any person, without charge, upon request addressed to Equus Total Return, Inc., Attention:

Corporate Secretary, Eight Greenway

Plaza, Suite 930, Houston, TX 77046.

In the event that we amend or waive any of the provisions of the Code of Business Conduct

and Ethics applicable to our principal executive officer, principal financial officer, or controller, we intend to disclose the

same on its website at www.equuscap.com.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Not Applicable.

Directors, Executive Officers and Corporate Governance

Information about our Directors and Executive Officers, our Audit Committee and the Nominating and Corporate Governance Committee, our code of ethics applicable to the principal executive officer and principal financial officer, and Section 16(a) Beneficial Ownership Reporting Compliance is incorporated by reference to our Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, on or prior to April 30, 2025 (the “2025 Proxy Statement”).

We have adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive officer, principal financial officer and controller) and employees, known as the Code of Business Conduct and Ethics.

A copy of the Code of Business Conduct and Ethics is available to any person, without charge, upon request addressed to Equus Total Return, Inc., Attention:

Corporate Secretary, 700 Louisiana Street, 41st Floor, Houston, TX 77002.

In the event that we amend or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial officer, or controller, we intend to disclose the same on our website at www.equuscap.com.

We have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of securities of the Fund by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations.

Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information.

The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Policy on Insider Trading filed as Exhibit 19 to this Annual Report on Form 10-K.

Executive Compensation

Information regarding Executive Compensation

is incorporated by reference to our 2014 Proxy Statement.

Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

Information regarding Security Ownership

of Certain Beneficial Owners and Management and Securities Authorized for Issuance under Equity Compensation Plans is incorporated

by reference to our 2014 Proxy Statement.

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Certain Relationships and Related Transactions

and Director Independence

Information regarding Certain Relationships

and Related Transactions is incorporated by reference to our 2014 Proxy Statement.

Information regarding Executive Compensation is incorporated by reference to our 2025 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding Security Ownership of Certain Beneficial Owners and Management and Securities Authorized for Issuance under Equity Compensation Plans is incorporated by reference to our 2025 Proxy Statement.

Certain Relationships and Related Transactions and Director Independence

Information regarding Certain Relationships and Related Transactions is incorporated by reference to our 2025 Proxy Statement.

Principal Accountant Fees and Services

Information regarding Principal Accountant

Fees and Services is incorporated by reference to our 2014 Proxy Statement.

Information regarding Principal Accountant Fees and Services is incorporated by reference to our 2025 Proxy Statement.

Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

Report of Independent Registered Public Accounting Firm—UHY

Balance Sheets as of December 31, 2013 and 2012

Statements of Operations for the years ended December 31, 2013, 2012 and 2011

Statements of Changes in Net Assets for the years ended December 31, 2013, 2012 and 2011

Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011

Selected Per Share Data and Ratios for the five years ended December 31, 2013

Schedule of Investments as of December 31, 2013

Schedule of Investments as of December 31, 2012

Notes to Financial Statements

(a)(1) The following financial statement schedules are filed herewith:

Report of Independent Registered Public Accounting Firm—UHY

Schedule 12-14 Investments in and Advances to Affiliates

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Report of Independent Registered Public

Accounting Firm

To the Board of Directors and Stockholders

of Equus Total Return, Inc.:

have audited the balance sheets of Equus Total Return, Inc.

(a Delaware corporation), including the schedules of investments, as

of December 31, 2013 and 2012 and the related statements of operations, changes in net assets and cash flows for each of the three

years in the period ended December 31, 2013 and the selected per share data and ratios for each of the five years in the period

ended December 31, 2013, and have issued our report thereon dated March 31, 2014 (included elsewhere in this Form 10-K).

also included the Schedule 12-14 listed in Item 15(a)(2) of this Form 10-K.

The Schedule 12-14 is the responsibility of the management

of Equus Total Return, Inc.

Our responsibility is to express an opinion based on our audits.

our opinion, the Schedule 12-14 referred to above, when considered in relation to the basic financial statements taken as a whole,

presents fairly, in all material respects, the information set forth therein.

Houston, Texas

March 31, 2014

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Form 10-K Summary

Not Included.

SCHEDULE 12-14

EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS IN AND ADVANCES

TO AFFILIATES

Additions (b)

Gross Reductions (c)

SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

(in thousands)

December 31, 2024

Portfolio Company

Investment (a)

Amount of Interest or Dividend Credited to Income (e)

As of December 31, 2023 Fair Value

Gross Additions (b)

Gross Reduction (c)

Decrease in Unrealized Appreciation / Depreciation

As of December 31, 2024 Fair Value

Control Investments:

Majority-owned

1 unchanged sentence

Member interest (100%)

Equus Media Development Company,

Morgan E&P, LLC

Member interest (100%)

Spectrum Management, LLC

285,000 units of Class A member interest

16% subordinated promissory note (d)

Control Investments:

12% senior secured

promissory note (d)

Total Control Investments:

Majority-owned

Control Investments

PalletOne, Inc.

350,000 shares of common stock

Affiliate Investments

Investments In and Advances to Affiliates

This schedule should be read in conjunction with our Financial

Statements, including our Schedule of Investments and Notes 3 and 4 to the Financial Statements.

Total Control Investments

This schedule should be read in conjunction with our Financial Statements, including our Schedule of Investments and Notes 3 and 4 to the Financial Statements.

Common stock, warrants, options and equity interests are generally non-income producing and restricted.

5 unchanged sentences

Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation.

Accrued income is impaired.

Debt is on an accrual status as of December 31, 2024, and is therefore considered income producing.

Represents the total amount of interest or dividends credited to income for the portion of the year an investment was a control investment (more than 25% owned) or an affiliate investment (5% to 25% owned), respectively.

All dividend income is non-cash unless otherwise noted.

Information related to the amount of equity in the net profit and loss for the period for the investments listed has not been included in this schedule.

This information is not considered to be meaningful due to the complex capital structures of the portfolio companies, with different classes of equity securities outstanding with different preferences in liquidation.

These investments are neither consolidated nor accounted for under the equity method of accounting.

Table of Contents 65

(a)(2) Exhibits

1 unchanged sentence

Restated Certificate of Incorporation of the Fund, as amended.

[Incorporated by reference to Exhibit 3(a) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.]

[Incorporated by reference to Exhibit 3(a) to Registrant’s Current Report on Form 8-K filed on January 21, 2021.]

Certificate of Merger dated June 30, 1993, between the Fund and Equus Investments Incorporated.

[Incorporated by reference to Exhibit 3(b) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007.]

Amended and Restated Bylaws of the Fund.

[Incorporated by reference to Exhibit 3(b) to Registrant’s Current Report on Form 8-K filed on December 16, 2010.]

[Incorporated by reference to Exhibit 3(b) to Registrant’s Current Report on Form 8-K filed on December 23, 2010.]

Material Contracts.

Safekeeping Agreement between the Fund and Amegy Bank dated August 16, 2008.

[Incorporated by reference to Exhibit 10(g) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.]

[Incorporated by reference to Exhibit 10(c) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.]

Form of Indemnification Agreement between the Fund and certain of its directors and officers.

[Incorporated by reference to Exhibit 10(d) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011]

Form of Release Agreement between the Fund and certain of its officers and former officers.

[Incorporated by reference to Exhibit 10(h) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.]

Code of Ethics of the Fund (Rule 17j-1) [Incorporated by reference to Exhibit 10(f) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.]

[Incorporated by reference to Exhibit 10(h) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004.]

Code of Ethics of the Fund (Rule 17j-1) [Incorporated by reference to Exhibit 10(f) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.]

2016 Equity Incentive Plan, adopted June 13, 2016 [Incorporated by reference to Exhibit 1 to Registrant’s Definitive Proxy Statement filed on May 5, 2016.]

Consent of Experts and Counsel *

Consent of Independent Accountants, BDO USA, P.C., regarding the Fund

Consent of Independent Accountants, BDO USA, P.C., regarding Equus Energy , LLC

Consent of Independent Accountants, BDO USA, P.C., regarding Morgan E&P, LLC

Rule 13a-14(a)/15d-14(a) Certifications *

4 unchanged sentences

Certification by Chief Financial Officer

Table of Contents 66

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto

duly authorized.

Policy Relating to Recovery of Erroneously Awarded Compensation

Equus Total Return, Inc.

April 1, 2014

/ S / JOHN A.

Compensation Recoupment Policy [Incorporated by reference to Exhibit 97.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023.]

Equus Energy, LLC and Subsidiary and Morgan E&P, LLC *

Consolidated Financial Statements of Equus Energy , LLC and Subsidiary as of December 31, 2024 and 2022 and for the years ended December 31, 2024, 2023 and 2022

Financial Statements of Morgan E&P, LLC as of December 31, 2024 for the year ended December 31, 2024 and the period from inception (April 3, 2023) through December 31, 2023

* Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.

EQUUS TOTAL RETURN, INC.

December 17, 2025 /S/ JOHN A.

Chief Executive Officer

(Principal 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.

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/ FRASER ATKINSON

December 17, 2025

Fraser Atkinson

/ S / ALESSANDRO BENEDETTI

Director, Executive Chairman

Alessandro Benedetti

/ S / RICHARD F.

/S/ KENNETH I.

Director, Secretary and Chief Compliance Officer

/ S / GREGORY J.

/ S / HENRY W.

/ S / ROBERT L.

/ S / BERTRAND DES PALLIERES

Bertrand des Pallieres

/ S / JOHN A.

December 17, 2025

Director, Chief Executive Officer (Principal Executive Officer)

/ S / L’SHERYL D.

December 17, 2025

/S/ L’SHERYL D.

Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

L’Sheryl D.

Table of Contents 67

December 17, 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/A

Item 9A. Controls and Procedures