Form 8-K

8-K — EQUUS TOTAL RETURN, INC.

Accession: 0001712543-26-000032

Filed: 2026-05-04

Period: 2026-05-04

CIK: 0000878932

Item: Changes in Registrant's Certifying Accountant

Item: Financial Statements and Exhibits

Documents

8-K — f8k_equus05042026.htm (Primary)

EX-16.1 — LETTER TO SECURITIES AND EXCHANGE COMMISSION FROM BDO USA, P.C. (ex161_lettertosec542026.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: f8k_equus05042026.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): April

29, 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 4.01 Changes in Registrant’s Certifying Accountant.

On April 29, 2026, Equus Total Return, Inc. (“Equus”

or the “Fund”) was notified by BDO USA, P.C. (“BDO”), of BDO’s resignation as the Fund’s independent

auditors, effective as of such date.

The report of BDO concerning the Fund’s financial

statements for the fiscal years ended December 31, 2025 and 2024 did not contain any adverse opinion or a disclaimer of opinion and was

not qualified or modified as to uncertainty, audit scope or accounting principles.

During the year ended December 31, 2025 and through

April 29, 2026, the date of BDO’s resignation, there were (a) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation

S-K between the Fund and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or

procedures, which disagreements, if not resolved to the satisfaction of BDO, would have caused it to make reference to the subject matter

of the disagreements in connection with its report and (b) no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K),

except for the identified material weaknesses previously reported in our Annual Report on form 10-K for the year ended December 31, 2025.

We did not design or implement proper management review controls over the valuation of the Fund’s portfolio investment, including

management’s review procedures over the completeness and accuracy of the underlying data and information supplied to third parties

assisting management by recommending a range of reasonable fair values. Further, we did not properly design and implement controls relating

to the measurement and assessment of complex accounting transactions, including warrants. These deficiencies did not result in a misstatement

to our financial statements, however, the deficiencies could result in misstatements potentially impacting certain financial statement

accounts and disclosures. The Audit Committee has discussed these matters with BDO. The Company has authorized BDO to fully respond

to any inquiries of the successor independent registered accounting firm concerning these matters.

Equus provided BDO with a copy of this Current Report

on Form 8-K prior to its filing with the Securities and Exchange Commission, and requested that BDO furnish the Fund with a letter addressed

to the commission stating whether it agrees with the statements made by Equus in this Current Report, and if not, stating the aspects

with which it does not agree.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

16.1 Letter to the Securities and Exchange Commission from BDO USA, P.C. dated May 4, 2026.

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: May 4,

2026

By: /s/ Kenneth I. Denos

Name: Kenneth I. Denos

Title: Secretary

EX-16.1 — LETTER TO SECURITIES AND EXCHANGE COMMISSION FROM BDO USA, P.C.

EX-16.1

Filename: ex161_lettertosec542026.htm · Sequence: 2

EXHIBIT 16.1

Tel: 713-960-1706

Fax: 713-960-9549

www.bdo.com

2929

Allen Parkway, 20th Floor

Houston, TX 77019

May 4, 2026

Securities and Exchange Commission 100 F Street N.E.

Washington, D.C. 20549

We have been furnished with a copy

of the response to Item 4.01 of Form 8-K for the event that occurred on April 29, 2026, to be filed by our former client, the Equus Total

Return, Inc. We agree with the statements made in response to that Item insofar as they relate to our Firm.

Very truly yours,

BDO USA, P.C., a Virginia professional

corporation, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO

network of independent member firms.

BDO is the brand name for the BDO network and

for each of the BDO Member Firms.

AM 51A2.10 – (12/2025) L-150

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