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___________________________________________

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\nAct of 1934

Date of Report (Date of earliest event reported): October\n6, 2026

EQUUS TOTAL RETURN, INC.

(Exact Name of Registrant as Specified in its Charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

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

\n \n \n \n \n \n \n

\n \n 700 Louisiana Street, 41^st Floor Houston,\n Texas	\n \n \n 77002
(Address of Principal Executive Offices)	(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last\nReport)

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

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

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

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

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

Indicate by check mark whether the registrant\nis 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\nExchange Act of 1934 (17 CFR §240.12b-2). ☐

If an emerging growth company, indicate by check mark if the registrant\nhas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant\nto 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”)\nwas notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed\nCompany Manual because the average closing price of the Company’s Common Stock (the “Common Stock”) was less than $1.00\nover a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company’s Common Stock from\nthe NYSE.

The Company plans to notify the NYSE by October 20,\n2026 that it intends to cure the average closing stock price deficiency and to return to compliance with the NYSE's continued listing\nstandards. The Company can regain compliance at any time within the six-month period following receipt of the NYSE's notice if on the\nlast 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\naverage 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\nto cure the stock price non-compliance including, but not limited to, a reverse stock split. Under the NYSE’s rules, if the Company\ndetermines that it will cure the stock price deficiency by taking an action that will require stockholder approval at a special meeting\nof stockholders, the price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above that\nlevel for at least the following 30 trading days.

The Company’s Common Stock will continue to be\nlisted and trade on the NYSE during this period, subject to the Company’s ongoing compliance with the NYSE's other continued listing\nstandards. Furthermore, the notice is not anticipated to impact the ongoing business operations of the Company or its reporting requirements\nwith the U.S. Securities and Exchange Commission.

Item 7.01

Regulation FD Disclosure.

As required by Section 802.01C of the NYSE Listed Company\nManual, the Company issued a press release on October 13, 2026, announcing that it had received the notice of noncompliance with the NYSE’s\ncontinued 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\ncontained in Exhibit 99.1 of this Current Report on Form 8-K, is being furnished herewith and shall not be deemed “filed”\nfor purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to\nthe liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as\namended (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.

SIGNATURES

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

\n \n \n \n \n \n \n \n \n \n

	Equus Total Return, Inc.
Date: October 13,\n 2026\t	By: /s/ Kenneth I. Denos\t
	Name:\tKenneth I. Denos
	Title: \tSecretary

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