8-K

___________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2021

EQUUS TOTAL RETURN, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	814-00098	76-0345915
(State or Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

700 Louisiana Street, 48th Floor Houston, Texas	77002
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 529-0900

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On March 31, 2021, Equus Total Return, Inc. issued a press release announcing its net asset value for the quarter ended December 31, 2020. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1       Press release issued on March 31, 2021.

SIGNATURES

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

	Equus Total Return, Inc.
Date:  April 1, 2021	By:  /s/ Kenneth I. Denos
	Name:  Kenneth I. Denos
	Title:  Secretary

EX-99.1

EXHIBIT 99.1

Contact:

Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486

EQUUS REPORTS FOURTH QUARTER RESULTS

Dispositions Key to Success of Acquisition Strategy

HOUSTON, TX – March 31, 2021 – Equus Total Return, Inc. (NYSE: EQS) (the “Fund” or “Equus”) reports net assets as of December 31, 2020, of $33.8 million, a decrease of approximately $3.6 million since September 30, 2020. Net asset value per share decreased to $2.50 as of December 31, 2020 from $2.77 as of September 30, 2020.

During the fourth quarter, the fair value of Equus Energy, LLC, increased from $5.5 million to $7.0 million. This increase was a result of significant price increases for crude and natural gas during the quarter, as well as comparable transactions in regions where Equus Energy holds its working interests. The Fund received advice and assistance from a third-party valuation firm to support its determination of the fair value of this investment.

Equus also disposed or liquidated investments in the following portfolio companies during the fourth quarter of 2020, generating approximately $24.0 million in cash proceeds, with additional payments expected later in 2021 as follows:

· Sale of PalletOne Shares. On December 28, 2020, the Fund announced that UFP Industries, Inc. had closed on its agreement to acquire 100% of the equity of PalletOne, Inc., which included the Fund’s shareholding in the company. On January 4, 2021, the Fund announced that it had received an initial payment of $18.2 million in connection with the acquisition. As of December 31, 2020, the Fund estimated that it would receive an additional $3.4 million in remaining payments from the sale, which is based upon potential tax refunds and a number of post-closing adjustments relating to changes in working capital and various other balance sheet items of PalletOne. The Fund received approximately $2.5 million of this amount on March 31, 2021. The remainder is expected to be received in the second quarter of 2021.

· Sale of MVC Shares. During the fourth quarter of 2020, Equus sold 583,057 shares of MVC Capital, Inc. common stock, constituting all of the Fund’s shareholding in MVC, for cash proceeds of approximately $4.6 million.

· Settlement/Repayment of Note from 5^th Element Tracking. On December 15, 2020, the Fund received $1.2 million in cash as part of a settlement and repayment in connection with a promissory note issued to the Fund by 5^th Element Tracking, LLC.

The Fund developed a strategy to aggressively pursue a transformative transaction that would result in Equus becoming an operating company instead of a closed-end business development company governed by the Investment Company Act of 1940.

Key to this strategy was the disposal of the Fund’s legacy investments, some of which had been held for twenty years. With the exception of Equus Energy, LLC, this task was accomplished in 2020. On January 20, 2021, the Fund received authorization from a majority of its shareholders to continue this strategy.

About Equus

The Fund is presently a business development company that trades as a closed-end fund on the New York Stock Exchange under the symbol "EQS". Additional information on the Fund may be obtained from the Fund’s website at www.equuscap.com.

This press release may contain certain forward-looking statements regarding future circumstances. These forward-looking statements are based upon the Fund’s current expectations and assumptions and are subject to various risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements including, in particular, the performance of the Fund, including our ability to achieve our expected financial and business objectives, and the other risks and uncertainties described in the Fund’s filings with the SEC. Actual results, events, and performance may differ. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as to the date hereof. Except as required by law, the Fund undertakes no obligation to release publicly any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. The inclusion of any statement in this release does not constitute an admission by the Fund or any other person that the events or circumstances described in such statements are material.