EQUUS TOTAL RETURN, INC. 10-K

Item 9A. 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. 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. 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. 72 TableOfContents 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; and · 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. Item 9B. Other Information None. 73 TableOfContents Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. PART III Item 10. 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, 41 st 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. Item 11. Executive Compensation Information regarding Executive Compensation is incorporated by reference to our 2025 Proxy Statement. Item 12. 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. Item 13. Certain Relationships and Related Transactions and Director Independence Information regarding Certain Relationships and Related Transactions is incorporated by reference to our 2025 Proxy Statement. Item 14. Principal Accountant Fees and Services Information regarding Principal Accountant Fees and Services is incorporated by reference to our 2025 Proxy Statement. PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) The following financial statement schedules are filed herewith: Schedule 12-14 Investments in and Advances to Affiliates Item 16. Form 10-K Summary Not Included. 74 TableOfContents SCHEDULE 12-14 EQUUS TOTAL RETURN, INC. SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES (in thousands) Year Ended 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 Reductions (c) Decrease in Unrealized Appreciation / Depreciation As of December 31, 2024 Fair Value Control Investments: Majority-owned Equus Energy, LLC Member interest (100%) $ — $ 10,000 $ — $ — $ (6,000 ) $ 4,000 Morgan E&P, LLC Member interest (100%) 22,600 — — (9,600 ) 13,000 - 12% senior secured promissory note (d) 1,470 8,253 2,247 — — 10,500 Total Control Investments: Majority-owned 1,470 40,853 2,247 — (15,600 ) 27,500 Total Control Investments $ 1,470 $ 40,853 $ 2,247 $ — $ (15,600 ) $ 27,500 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. (a) Common stock, warrants, options and equity interests are generally non-income producing and restricted. In some cases, preferred stock may also be non-income producing. The principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Portfolio Securities as of December 31, 2024. (b) Gross additions include increases in investments resulting from new portfolio company investments, paid-in-kind interest or dividends, the amortization of discounts and fees, and the exchange of one or more existing securities for one or more new securities. Gross additions also include net increases in unrealized appreciation or net decreases in unrealized depreciation. (c) Gross reductions include decreases in investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in unrealized appreciation. (d) Debt is on an accrual status as of December 31, 2024, and is therefore considered income producing. (e) 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. 75 TableOfContents (a)(2) Exhibits 3. Articles of Incorporation and by- laws. (a) Restated Certificate of Incorporation of the Fund, as amended. [Incorporated by reference to Exhibit 3(a) to Registrant’s Current Report on Form 8-K filed on January 21, 2021.] (b) 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.] (c) 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 23, 2010.] 10. Material Contracts. (a) Safekeeping Agreement between the Fund and Amegy Bank dated August 16, 2008. [Incorporated by reference to Exhibit 10(c) to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.] (b) 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] (c) 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.] (d) 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.] (e) 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.] 23. Consent of Experts and Counsel * (1) Consent of Independent Accountants, BDO USA, P.C., regarding the Fund (2) Consent of Independent Accountants, BDO USA, P.C., regarding Equus Energy, LLC (3) Consent of Independent Accountants , BDO USA, P.C., regarding Morgan E&P, LLC 31. R u le 13a-14(a)/15d-14(a) Certifications * (1) Certification by Chief Executive Officer (2) Certification by Chief Financial Officer 32. Section 1350 Certification * (1) Certification by Chief Executive Officer (2) Certification by Chief Financial Officer 97. Policy Relating to Recovery of Erroneously Awarded Compensation (1) Equus Total Return, Inc. 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.] 99. Equus Energy, LLC and Subsidiary and Morgan E&P, LLC * (1) 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 (2) 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 76 TableOfContents 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. Date:April 10, 2025 / S / JOHN A. HARDY John A. Hardy 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. Signature Title Date / S / FRASER ATKINSON Director April 10, 2025 Fraser Atkinson / S / KENNETH I. DENOS Director, Secretary and Chief Compliance Officer April 10, 2025 Kenneth I. Denos / S / HENRY W. HANKINSON Director April 10, 2025 Henry W. Hankinson / S / JOHN J. MAY Director April 10, 2025 John J. May / S / JOHN A. HARDY Director, Chief Executive Officer (Principal Executive Officer) April 10, 2025 John A. Hardy / S / L’SHERYL D. HUDSON Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) April 10, 2025 L’Sheryl D. Hudson 77