Form 8-K

8-K — EQUUS TOTAL RETURN, INC.

Accession: 0001712543-26-000034

Filed: 2026-05-12

Period: 2026-05-12

CIK: 0000878932

Item: Changes in Registrant's Certifying Accountant

Documents

8-K — f8k_equus05122026.htm (Primary)

8-K — FORM 8-K

8-K (Primary)

Filename: f8k_equus05122026.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): May

11, 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 May 11, 2026, Equus Total Return, Inc.

(“Equus” or the “Fund”) engaged PKF O’Connor Davies, LLP (“PKF”) as its independent

accountant. Prior to the engagement of PKF, Equus had not consulted with PKF regarding either:

(a) the application of accounting principles to a specified

transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Fund’s financial statements,

and neither a written report was provided to the Fund nor oral advice was provided that PKF concluded was an important factor considered

by the Fund in reaching a decision as to the accounting, auditing or financial reporting issue; or

(b) any matter that was either the subject of a disagreement

(as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K), or a "reportable

event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

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 12,

2026

By: /s/ Kenneth I. Denos

Name: Kenneth I. Denos

Title: Secretary