8-K
Equus Total Return, Inc. (EQS)
___________________________________________
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): December 30, 2024
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.) |
| ****<br><br> <br>700 Louisiana Street, 41^st^ Floor Houston, Texas | <br><br> <br><br><br> <br>77002 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including areacode: (713) 529-0900
700 Louisiana Street, 48^th^ Floor, Houston,Texas 77002
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers. |
|---|
On December 30, 2024, the Board of Directors (“Board”) of Equus Total Return, Inc. (the “Company”) appointed Fraser Atkinson as its independent Chairman. Mr. Atkinson has been an independent member of the Board since 2010 and has served as the Chair of the Company’s Audit Committee since his election to the Board. He will continue to serve as Chair of the Audit Committee in addition to his service as Board Chairman. Mr. Atkinson has also served on the Company’s Compensation Committee and Corporate Governance and Nominating Committee and will continue to serve in such capacity following his appointment as Board Chairman.
Also on December 30, 2024, the Board appointed John J. May as an independent director to fill the vacancy on the Board resulting from the recent passing of Robert L. Knauss, to serve until the next annual meeting of the Company’s shareholders. The Board also appointed Mr. May to serve as an independent member of the Company’s Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Other than the foregoing, there are no arrangements or understandings between Mr. May and any other person pursuant to which Mr. May was selected as a director.
John J. May, age 76, is currently the Managing Partner of City & Westminster Corporate Finance LLP. He is also a director of LGX Energy Corp., Key Mining Corp, and the Chairman of the Small Business Bureau Limited and the Genesis Initiative Limited – an advocate of micro and small and medium-sized businesses in the United Kingdom. He is also a principal of a boutique Charted Accountancy practice in London. Previously, Mr. May has served as a director and principal of a variety of private and public companies in the United States and internationally.
| Item 8.01 | Other Events. |
|---|
On January 6, 2025, the Company issued a press release announcing the appointments described in Item 5.02 above. 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. |
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(d) Exhibits.
| 99.1 | Press release issued on January 6, 2025. |
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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: January 6,<br> 2025 | By: /s/ Kenneth I. Denos |
| Name: Kenneth I. Denos | |
| Title: Secretary |
Contact:
Patricia Baronowski
Pristine Advisers, LLC
(631) 756-2486
EQUUS ANNOUNCES APPOINTMENTS
OF FRASER ATKINSON AS CHAIRMAN AND
JOHN J. MAY AS DIRECTOR
HOUSTON, TX – January 6, 2025 – Equus Total Return, Inc. (NYSE: EQS) (“Equus” or the “Fund”) today announces that Fraser Atkinson has been appointed as the Fund’s independent Chairman of the Board and that John J. May has been appointed as an independent director, each with immediate effect.
Mr. Atkinson will continue to serve as Chair of the Equus Audit Committee, and as a member of Fund’s Compensation Committee and Governance and Nominating Committee.
Mr. May has been a practicing Chartered Acccountant in the United Kingdom for over 50 years. For 17 of those years he was a senior partner in a leading Chartered Accountancy firm, now Crowe UK, including 8 years on the Managing Board. Mr. May is currently the Managing Partner of City & Westminster Corporate Finance LLP, registered with the Financial Conduct Authority in the United Kingdom.
Mr. May has a diverse background with decades of experience as a director of a variety of public and private companies in the United States and internationally, with a particular focus on mining, energy and oil and gas.
Mr. May is Chairman of the Small Business Bureau Limited and Chairman of the Genesis Initiative Limited, both of which are lobbying groups to government on behalf of small and medium sized businesses (SMEs). The Genesis Initiative comprises 120 trade organizations and reaches over 1.5 million SMEs, which represent about 25% of all SMEs in the United Kingdom.
In addition to his role as an independent member of the Board, Mr. May will also serve on the Fund’s Audit Committee, Compensation Committee, and Governance and Nominating Committee.
About Equus
The Fund 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 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 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. 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.