Form 8-K
8-K — EQUUS TOTAL RETURN, INC.
Accession: 0001712543-26-000051
Filed: 2026-10-13
Period: 2026-10-13
CIK: 0000878932
Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — f8k_equus10092026.htm (Primary)
EX-99.1 — PRESS RELEASE (ex991_pressrelease100926.htm)
GRAPHIC (image_001.jpg)
8-K — FORM 8-K
8-K (Primary)
Filename: f8k_equus10092026.htm · Sequence: 1
___________________________________________
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): October
6, 2026
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, 41st 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 6, 2026, Equus Total Return, Inc. (the “Company”)
was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed
Company Manual because the average closing price of the Company’s Common Stock (the “Common Stock”) was less than $1.00
over a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company’s Common Stock from
the NYSE.
The Company plans to notify the NYSE by October 20,
2026 that it intends to cure the average closing stock price deficiency and to return to compliance with the NYSE's continued listing
standards. The Company can regain compliance at any time within the six-month period following receipt of the NYSE's notice if on the
last trading day of any calendar month during the cure period, the Company has (i) a closing share price of at least $1.00 and (ii) an
average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Company intends to consider available alternatives
to cure the stock price non-compliance including, but not limited to, a reverse stock split. Under the NYSE’s rules, if the Company
determines that it will cure the stock price deficiency by taking an action that will require stockholder approval at a special meeting
of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that
level for at least the following 30 trading days.
The Company’s Common Stock will continue to be
listed and trade on the NYSE during this period, subject to the Company’s ongoing compliance with the NYSE's other continued listing
standards. Furthermore, the notice is not anticipated to impact the ongoing business operations of the Company or its reporting requirements
with the U.S. Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
As required by Section 802.01C of the NYSE Listed Company
Manual, the Company issued a press release on October 13, 2026, announcing that it had received the notice of noncompliance with the NYSE’s
continued listing standard. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including the information
contained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated October 13, 2026.
2
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: October 13,
2026
By: /s/ Kenneth I. Denos
Name: Kenneth I. Denos
Title: Secretary
3
EX-99.1 — PRESS RELEASE
EX-99.1
Filename: ex991_pressrelease100926.htm · Sequence: 2
EXHIBIT
99.1
Contact:
Equus Total Return, Inc.
1-888-323-4533
EQUUS RECEIVES NOTICE OF NON-COMPLIANCE WITH
NEW YORK STOCK EXCHANGE SHARE PRICE RULE
Company Intends to Regain Compliance with NYSE Rule
Notice Has No Immediate Impact on the Listing or
Trading of Equus Common Stock
HOUSTON, TX – October 13, 2026 – Equus
Total Return, Inc. (NYSE: EQS) (“Equus” or the “Company”) announced today that it was notified by the New
York Stock Exchange (the “NYSE”) on October 6, 2026, that it is not in compliance with Section 802.01C of the NYSE Listed
Company Manual because the average closing price of the Company’s Common Stock (“Common Stock”) was less than $1.00
over a consecutive 30 trading-day period, which is the minimum average closing price required to maintain continued listing on the NYSE.
The notice is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s Common
Stock on the NYSE.
The Company plans to notify the NYSE by October 20,
2026 that it intends to cure the average closing stock price deficiency and to return to compliance with the NYSE's continued listing
standards. The Company can regain compliance at any time within the six-month period following receipt of the NYSE's notice if on the
last trading day of any calendar month during the cure period, the Company has (i) a closing share price of at least $1.00 and (ii) an
average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.
The Company intends to consider available alternatives
to cure the stock price noncompliance including, but not limited to, a reverse stock split. Under the NYSE’s rules, if the Company
determines that it will cure the stock price deficiency by taking an action that will require stockholder approval at a special meeting
of stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that
level for at least the following 30 trading days.
The Company’s Common Stock will continue to
be listed and trade on the NYSE during this period, subject to the Company’s ongoing compliance with the NYSE's other continued
listing standards. Furthermore, the notice is not anticipated to impact the ongoing business operations of the Company or its reporting
requirements with the U.S. Securities and Exchange Commission.
About Equus
The Company is 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 Company may
be obtained from the Company’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 Company’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 Company, including our ability to achieve our expected financial and business objectives, and the other risks and uncertainties described
in the Company’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 Company 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 Company or any other person that the events or circumstances described in such statements are material.
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