equus_10qa.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period to

Commission File Number 814-00098

EQUUS TOTAL RETURN, INC.

(Exact name of registrant as specified in its charter)

Delaware		76-0345915
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

700 Louisiana St., 41st Floor Houston, Texas		77002
(Address of principal executive offices)		(Zip Code)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock		New York Stock Exchange

☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No

☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☐

☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☐

Emerging Growth Company ☐

☐ 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.

☐ Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

There were 13,586,173 shares of the registrant’s common stock, $.001 par value, outstanding, as of March 31, 2025.

EXPLANATORY NOTE

Equus Total Return, Inc. (“Equus” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amended 10-Q”) which supersedes and replaces in its entirety the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 19, 2025 (“Original Filing”).

The sole purpose of this Amended 10-Q is to provide the required Inline XBRL tagging, which was inadvertently omitted from the Original Filing. No other changes to the Original Filing have been made.

This Amended 10-Q does not reflect events occurring after the Original Filing except as noted above. This Amended 10-Q continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.

EQUUS TOTAL RETURN, INC.

(A Delaware Corporation)

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Condensed Financial Statements		4
Condensed Balance Sheets		4
Condensed Statements of Operations		5
Condensed Statements of Changes in Net Assets		6
Condensed Statements of Cash Flows		7
Supplemental Information—Selected Per Share Data and Ratios		8
Schedules of Investments		9
Notes to Condensed Financial Statements		13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
Item 3. Quantitative and Qualitative Disclosure about Market Risk		39
Item 4. Controls and Procedures		39
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		41
Item 1A. Risk Factors		41
Item 6. Exhibits		42
SIGNATURE		43

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EQUUS TOTAL RETURN, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

Part I. Financial Information

Item 1. Unaudited Condensed Financial Statements

	March 31, 2025			December 31, 2024

(in thousands, except shares and per share amounts)
Assets
Investments in portfolio securities at fair value:
Control investments (cost at $10,500 and $18,611, respectively)	$	24,500		$	27,500
Non-affiliate investments (cost at $4,250 and $0, respectively)		8,458			—
Total investments in portfolio securities at fair value		32,958			27,500
Cash and cash equivalents		667			262
Accounts receivable from affiliates		1,024			678
Accrued interest		1,807			1,470
Other assets		28			26
Total assets		36,484			29,936
Liabilities and net assets
Accounts payable		271			332
Accrued compensation		13			1
Accounts payable to related parties		411			93
Notes payable		1,592			—
Total liabilities		2,287			426

Commitments and contingencies (See Note 2)

Net assets

Common stock, $.001 par value per share; 100,000,000 shares authorized as of March 31, 2025 and December 31, 2024, and 13,586,173 shares outstanding as of March 31, 2025 and December 31, 2024

Preferred stock, $.001 par value per share; 10,000,000 shares authorized as of March 31, 2025 and December 31, 2024

Common stock, par value	$	14		$	14
Capital in excess of par value		75,529			74,785
Accumulated deficit		(41,346	)		(45,289	)
Total net assets	$	34,197		$	29,510
Shares of common stock issued and outstanding, $.001 par value, 100,000 and 50,000 shares authorized, respectively		13,586			13,586
Net asset value per share	$	2.52		$	2.17

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
(in thousands, except per share amounts)	2025			2024
Investment income:
Control investments	$	315		$	283
Non-affiliate investments		22			—
Total investment income		337			283
Interest income		1			—
Total investment income		338			283

Expenses:
Compensation expense		570			428
Professional fees		353			567
Transaction costs		307			—
Professional liability expenses		50			150
Director fees and expenses		77			84
General and administrative expenses		48			33
Mailing, printing and other expenses		11			65
Taxes		3			14
Interest expense		29			32
Total expenses		1,448			1,373

Net investment loss		(1,110	)		(1,090	)

Net realized (loss) gain:
Control investments		(4,111	)		—
Other		(155	)		—
U.S. Treasury Bills		—			45
Net realized (loss) gain		(4,266	)		45

Net unrealized appreciation (depreciation) of portfolio securities:
Control investments		5,111			(1,350	)
Non-affiliate investments		4,208			—
Net change in net unrealized appreciation (depreciation) of portfolio securities		9,319			(1,350	)

Net increase (decrease) in net assets resulting from operations	$	3,943		$	(2,395	)

Net increase (decrease) in net assets resulting from operations per share:
Basic	$	0.30		$	(0.17	)
Diluted	$	0.25		$	(0.17	)
Weighted average shares outstanding:
Basic		13,586			13,586
Diluted		15,549			13,586

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CHANGES IN NET ASSETS

(Unaudited)

	Common Stock
(in thousands)	Number of Shares		Par Value		Capital in Excess of Par Value		Accumulated Deficit			Total Net Assets

Balances as of January 1, 2024		13,586		14		74,785		(26,512	)		48,287

Net decrease in net assets resulting from operations		—		—		—		(2,395	)		(2,395	)

Balances as of March 31, 2024		13,586	$	14	$	74,785	$	(28,907	)	$	45,892

Balances as of January 1, 2025		13,586		14		74,785		(45,289	)		29,510

Issuance of warrants		—		—		744		—			744

Net increase in net assets resulting from operations		—		—		—		3,943			3,943

Balances as of March 31, 2025		13,586	$	14	$	75,529	$	(41,346	)	$	34,197

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended March 31,
(in thousands)	2025			2024
Cash flow from operating activities:
Net increase (decrease) in net assets resulting from operations	$	3,943		$	(2,395	)
Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash provided by (used in) operating activities:
PIK interet payable		30			—
Transaction costs		306			—
Net realized loss (gain):
Control investments		4,111			—
Other		155			—
U.S. Treasury Bills		—			(45	)
Net change in unrealized (appreciation) depreciation of portfolio securities:
Control investments		(5,111	)		1,350
Non-affiliate investments		(4,208	)		—
Purchase of portfolio securities		(1,500	)		(2,247	)
Write-off of receivable from portfolio company		(155	)		—
Net proceeds from dispositions of portfolio securities		1,250			—
Purchases of U.S. Treasury bills, net		—			(7,970	)
Changes in operating assets and liabilities:
Accounts receivable from affiliates		(346	)		—
Accrued interest receivable		(337	)		(283	)
Other assets		(2	)		200
Accounts payable and accrued liabilities		(49	)		(33	)
Accounts payable to related parties		318			5
Net cash provided used in operating activities		(1,595	)		(11,418	)
Cash flows from financing activities:
Issuance of notes payable and warrants		2,000			—
Borrowings under margin account		—			52,970
Repayments under margin account		—			(44,955	)
Net cash provided by financing activities		2,000			8,015
Net increase (decrease) in cash and cash equivalents		405			(3,403	)
Cash and cash equivalents and restricted cash at beginning of period		262			6,983

Cash and cash equivalents and restricted cash at end of period	$	668		$	3,580
Non-cash operating and financing activities:
Warrants recognized at a discount	$	438		$	—
Supplemental disclosure of cash flow information:
Interest paid in kind on note payable	$	29		$	—
Income taxes paid	$	3		$	14

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SUPPLEMENTAL INFORMATION—SELECTED PER SHARE DATA AND RATIOS

(Unaudited)

	Three Months ended March 31,
	2025			2024

Investment income	$	0.03		$	0.02
Expenses		(0.11	)		(0.09	)

Net investment loss		(0.08	)		(0.07	)

Net realized (loss) gain		(0.31	)		—
Net change in unrealized appreciation of portfolio securities		0.69			(0.10	)
Net increase (decrease) in net assets resulting from operations		(0.30	)		(0.17	)
Capital transactions:
Dilutive effect of warrants issued		(0.05	)		—
Increase in net assets resulting from capital transactions		(0.05	)		—
Net increase (decrease) in net assets		0.35			(0.17	)
Net assets at beginning of period		2.17			3.55
Net assets at end of period	$	2.52		$	3.38
Weighted average number of shares outstanding during period,
in thousands		13,586			13,586
Market price per share:
Beginning of period	$	1.10		$	1.45
End of period	$	1.01		$	1.46
Selected information and ratios:
Ratio of expenses to average net assets		(4.54	)%		(2.92	)%
Ratio of net investment loss to average net assets		(3.48	)%		(2.31	)%
Ratio of net increase (decrease) in net assets resulting from operations to average net assets		12.38	%		(5.09	)%
Return on net asset value		15.88	%		(4.96	)%
Total return on market price ⁽¹⁾		(8.18	)%		0.69	%

⁽¹⁾

Total return = [(ending market price per share - beginning price per share) / beginning market price per share].

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

March 31, 2025

(Unaudited)

(in thousands, except share data)

Name and Location of

Date of Initial

Cost of

Fair

Portfolio Company ⁽¹⁾

Industry

Investment

Principal

Investment

Value⁽²⁾

Control Investments: Majority-owned ⁽³⁾:

Morgan E&P, LLC ⁽⁶⁾

Houston, TX

Energy

April 2023

Member interest (100%)

—

14,000

12% senior secured promissory note due 5/26 ⁽⁷⁾

10,500

24,500

Total Control Investments: Majority-owned (represents 74.1% of total investments at fair value)

10,500

24,500

Non-Affiliate Investments: Less than 5% owned ⁽⁴⁾:

General Enterprise Ventures, Inc. ⁽⁵⁾

Pomona, CA

Environmental

February 2025

Warrants (1,875,000 convertible common stock)

—

1,300

10% senior secured promissory note due 2/26 ⁽⁷⁾

1,500

4,500

1,500

5,800

North American Energy Opportunities Corp. ⁽⁶⁾

New York, NY

Energy

March 2025

27,500 Cl A Redeemable Preferred Shares

2,750

2,658

Total Non-Affiliate Investments (represents 25.9% of total investments at fair value)

4,250

8,458

Total Investments

14,750

32,958

⁽¹⁾Under Section 55(a) of the 1940 Act, qualifying assets must represent at least 70% of the total assets at the time of acquisitions of any non-qualifying. As of March 31, 2025 none of the Fund’s total assets were considered non-qualifying assets.

⁽²⁾See Note 3 to the financial statements, Valuation of Investments.

⁽³⁾Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of such company.

⁽⁴⁾Non-affiliate investments are generally defined under the 1940 Act as companies in which we own less than 5% of the voting securities of such company.

⁽⁵⁾Level 2 Portfolio Investment.

⁽⁶⁾Level 3 Portfolio Investment.

⁽⁷⁾Income producing.

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

March 31, 2025

(Unaudited)

Our portfolio securities are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the “Securities Act”) or an exemption from such registration is available. We typically negotiate certain aspects of the method and timing of the disposition of our investment in each portfolio company, including registration rights and related costs.

As a business development company (“BDC”), we may invest up to 30% of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 (the “1940 Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $250 million. As of March 31, 2025, we had invested 90.4% of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of March 31, 2025, none of our investments are considered non-qualifying assets as all of our investments are in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to our portfolio companies that comprise 74.3% of the total value of the investments in portfolio securities as of March 31, 2025.

We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single issuer. The value of one segment called “Energy” includes two portfolio companies and was 79.4% of our net asset value, 74.4% of our total assets and 82.4% of our investments in portfolio company securities (at fair value) as of March 31, 2025. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments.

Our investments in portfolio securities consist of the following types of securities as of March 31, 2025 (in thousands):

Type of Securities	Cost		Fair Value		Fair Value as Percentage of Net Assets

Limited liability company investments	$	—	$	14,000		40.9	%
Secured and subordinated debt		12,000		15,000		43.9	%
Preferred stock		2,750		2,658		7.8	%
Options and warrants		—		1,300		3.8	%
Total	$	14,750	$	32,958		96.4	%

The following is a summary by industry of the Fund’s investments in portfolio securities as of March 31, 2025 (in thousands):

Industry	Fair Value		Fair Value as Percentage of Net Assets
Energy	$	27,158		79.4	%
Environmental		5,800		17.0	%
Total	$	32,958		96.4	%

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS

December 31, 2024

(Unaudited)

(in thousands, except share data)

Name and Location of

Date of Initial

Cost of

Fair

Portfolio Company ⁽¹⁾

Industry

Investment

Principal

Investment

Value⁽²⁾

Control Investments: Majority-owned ⁽³⁾:

Equus Energy, LLC ⁽⁴⁾

Houston, TX

Energy

December 2011

Member interest (100%)

8,111

4,000

Morgan E&P, LLC ⁽⁴⁾

Houston, TX

Energy

April 2023

Member interest (100%)

—

13,000

12% senior secured promissory note due 5/26 ⁽⁵⁾

10,500

23,500

Total Control Investments: Majority-owned (represents 100% of total investments at fair value)

18,611

27,500

Total Investments

18,611

27,500

⁽¹⁾Under Section 55(a) of the 1940 Act, qualifying assets must represent at least 70% of the total assets at the time of acquisitions of any non-qualifying. As of December 31, 2024 none of the Fund’s total assets were considered non-qualifying assets.

⁽²⁾See Note 3 to the financial statements, Valuation of Investments.

⁽³⁾Majority owned investments are generally defined under the 1940 Act as companies in which we own more than 50% of the voting securities of such company.

⁽⁴⁾Level 3 Portfolio Investment.

⁽⁵⁾Income producing.

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

SCHEDULE OF INVESTMENTS – (Continued)

DECEMBER 31, 2024

(in thousands, except share data)

As a business development company (“BDC”), we may invest up to 30% of our assets in non-qualifying portfolio investments, as permitted by the Investment Company Act of 1940 (the “1940 Act”). Specifically, we may invest up to 30% of our assets in entities that are not considered “eligible portfolio companies” (as defined in the 1940 Act), including companies located outside of the United States, entities that are operating pursuant to certain exceptions under the 1940 Act, and publicly-traded entities with a market capitalization exceeding $250 million. As of December 31, 2024, we had invested 91.9% of our assets in securities of portfolio companies that constituted qualifying investments under the 1940 Act. As of December 31, 2024, none of our investments are considered non-qualifying assets as all of our investments are in enterprises that are considered eligible portfolio companies under the 1940 Act. We provide significant managerial assistance to our portfolio companies that comprise 100% of the total value of the investments in portfolio securities as of December 31, 2024.

We are classified as a “non-diversified” investment company under the 1940 Act, which means we are not limited in the proportion of our assets that may be invested in the securities of a single issuer. The value of one segment called “Energy” includes our two remaining portfolio companies and was 93.2% of our net asset value, 91.9% of our total assets and 100% of our investments in portfolio company securities (at fair value) as of December 31, 2024. Changes in business or industry trends or in the financial condition, results of operations, or the market’s assessment of any single portfolio company will affect the net asset value and the market price of our common stock to a greater extent than would be the case if we were a “diversified” company holding numerous investments.

Our investments in portfolio securities consist of the following types of securities as of December 31, 2024 (in thousands):

Type of Securities	Cost		Fair Value		Fair Value as Percentage of Net Assets

Limited liability company investments	$	8,111	$	17,000		57.6	%
Secured and subordinated debt		10,500		10,500		35.6	%

Total	$	18,611	$	27,500		93.2	%

The following is a summary by industry of the Fund’s investments in portfolio securities as of December 31, 2024 (in thousands):

Industry	Fair Value		Fair Value as Percentage of Net Assets
Energy	$	27,500		93.2	%
Total	$	27,500		93.2	%

The accompanying notes are an integral part of these financial statements.

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EQUUS TOTAL RETURN, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2025

(Unaudited)

(1) Description of Business and Basis of Presentation

Description of Busines

Amendment: SEC Form 10-Q/A filed by Equus Total Return Inc.