FORM 10-K

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the year ended December 31, 2024

 Or

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

 For the transition period from
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

 (I.R.S. Employer Identification No.)

 incorporation or organization)

 700 Louisiana St. 41 st Floor, Houston, Texas

 77002

 (Address of principal executive offices)

 (Zip Code)

 __________________________________________

 (former address, 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

 Trading Symbol

 Name of Each Exchange

 on Which Registered

 Common Stock

 EQS

 New York Stock Exchange

 Securities registered pursuant to Section 12(g) of
the Act: None.

 Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 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 and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post
such files).

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 Indicate by check mark whether the registrant has filed a report
on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error
to previously issued financial statements.

 Indicate by check mark whether any of those error corrections are
restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers
during the relevant recovery period pursuant to §240.10D-1(b)

 Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes No

 Approximate aggregate market value of common stock held by
non-affiliates of the registrant: $8,388,688 computed on the basis of $1.32 per share, the closing price of the registrant's common
stock on the New York Stock Exchange on June 30, 2024. For purposes of calculating this amount only, all directors and executive officers
of the registrant have been treated as affiliates. There were 13,586,173 shares of the registrant's common stock, $.001 par value,
outstanding as of April 10, 2025. The net asset value of a share of the Registrant as of December 31, 2024 was $2.17.

 Portions of the Proxy Statement (to be filed) for the 2025
Annual Shareholder's meeting are incorporated by reference in Parts II and III.

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Information About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Item 1. Business

 Equus Total
Return, Inc. ("we," "us," "our," "Equus" the "Company" or the "Fund"),
a Delaware corporation, was formed by Equus Investments II, L.P. (the "Partnership") on August 16, 1991. On July 1, 1992,
the Partnership was reorganized and all of the assets and liabilities of the Partnership were transferred to the Fund in exchange for
shares of common stock of the Fund. On August 11, 2006, our shareholders approved the change of the Fund's investment strategy to
a total return investment objective. This strategy seeks to provide the highest total return, consisting of capital appreciation and current
income. In connection with this strategic investment change, the shareholders also approved the change of name from Equus II Incorporated
to Equus Total Return, Inc.

 We attempt
to maximize the return to stockholders in the form of current investment income and long-term capital gains by investing in the debt and
equity securities of companies with a total enterprise value between $5.0 million and $75.0 million, although we may engage in transactions
with smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through acquisition
or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations. Our income-producing
investments consist principally of debt securities, including bonds, subordinated debt, debt convertible into common or preferred stock,
or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also be used to create long-term
capital appreciation through the exercise and sale of warrants received in connection with a financing. We seek to achieve capital appreciation
by making investments in equity and equity-oriented securities issued by privately-owned companies or smaller public companies in transactions
negotiated directly with such companies.

 Equus is
a closed-end management investment company that has elected to be treated as a business development company ("BDC") under
the Investment Company Act of 1940 ("1940 Act"). In order to remain a BDC, we must meet certain specified requirements under
the 1940 Act, including investing at least 70% of our assets in eligible portfolio companies and limiting the amount of leverage we incur.
Prior to the fourth quarter of 2024, Equus was also a regulated investment company ("RIC") under Subchapter M of the U.S.
Internal Revenue Code of 1986. A BDC that is also a RIC is not required to pay corporate-level income tax on its investment income. During
the fourth quarter of 2024, we elected to not qualify as a RIC. Consequently, in the event that we incur operating income or net investment
income, we will be taxed at regular corporate rates. Notwithstanding our present election, we may seek to requalify as a RIC in the future.
For a discussion of requirements necessary to maintain our status as a BDC and as a RIC, please see " Business Development Company
Requirements " and " Regulated Investment Company Tax Status," respectively.

 Our principal
office is located at 700 Louisiana St., 41 st Floor, Houston, Texas, 77002, and the telephone number is 1-800-856-0901. Our
corporate website is located at www.equuscap.com. We make available free of charge on our website our annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after
such material is electronically filed or furnished to the Securities and Exchange Commission ("SEC"). Our shares are traded
on The New York Stock Exchange ("NYSE") under the ticker symbol "EQS".

 Significant Developments

 Recent
Financing and Investment Transactions. In the first quarter of 2025, we undertook the following transactions:

 Issuance of Convertible Note and Warrants. On February 10, 2025, we issued
a 1-year senior convertible promissory note bearing interest at the rate of 10.0% per annum in exchange for $2.0 million in cash ("Equus
Note"). The Equus Note is convertible into shares of the Fund's common stock at a conversion price of $1.50 per share. Contemporaneously
with the issuance of the Note, the Fund also issued two common stock purchase warrants to acquire an aggregate of 2,000,000 shares of
the Fund's common stock at an exercise price of $1.50 per share.

 New Portfolio Investment. On February 10, 2025, we purchased from General
Enterprise Ventures, Inc., a developer of fire suppression products ("GEVI"), a 1-year senior convertible promissory note
bearing interest at the rate of 10% per annum, in exchange for $1.5 million in cash ("GEVI Note"). The GEVI Note is convertible
into shares of GEVI's common stock at a conversion price of $0.40 per share. Contemporaneously with the purchase of the GEVI Note,
the Fund also received a common stock purchase warrant to acquire an aggregate of 1,875,000 shares of GEVI common stock at an exercise
price of $0.50 per share.

 Sale of Equus Energy. On March 3, 2025, we sold Equus Energy to North American
Energy Opportunities Corp., a developer of upstream oil and gas assets ("NAEOC"). The consideration provided by NAEOC consisted
of $1.25 million in cash and 27,500 shares of preferred stock, redeemable within 6 months of the date of issuance at $100.00 per share,
or an aggregate of $2.75 million, conditional upon Equus facilitating NAEOC's acquisition of operating rights with respect to Equus
Energy's holdings in the Conger Field, as well as the acquisition of the working interests associated with the Conger Field not
already held by Equus Energy.

 Impact
of Geopolitical Events on the Oil and Gas Sector. The substantial volatility in world markets has been prominent in the oil and gas
sector, with WTI and gas prices reaching multi-year highs in 2022, largely due to increased post-Covid demand and the buildup and subsequent
invasion of Ukraine by Russian forces. Prices began to moderately rise and fall in successive quarters between the third quarter of 2023
and the fourth quarter of 2024, and stood at $72.44 as of December 31, 2024. Natural gas prices experienced high volatility in 2022 before
collapsing in 2023 and have thereafter remained relatively stable, finishing the year ended December 31, 2024 at $3.40 per MMBTU. Recent
oil price stability has been a significant factor in increased consolidation activity in the Williston Basin region in North Dakota where
Morgan E&P, LLC holds its development rights.

 Authorization
to Withdraw BDC Election. Holders of a majority of our outstanding common stock have previously approved our cessation as a BDC under
the 1940 Act and have authorized our Board to cause the Fund's withdrawal of its election to be classified as a BDC, effective as
of a date designated by the Board and our Chief Executive Officer. Although this authorization has since expired, we expect to receive
an additional authorization from our stockholders in the future. This authorization is a consequence of our expressed intent to transform
Equus into an operating company or a permanent capital vehicle. Notwithstanding any such authorization to withdraw our BDC election, we
will not submit any such withdrawal unless and until Equus has entered into a definitive agreement to effect a transformative transaction.
Further, even if we are again authorized to withdraw our election as a BDC, we will require a subsequent affirmative vote from holders
of a majority of our outstanding voting shares to enter into any such definitive agreement or change the nature of our business. While
we are presently evaluating various opportunities that could enable us to accomplish this transformation, we cannot assure you that we
will be able to do so within any particular time period or at all. Moreover, we cannot assure you that the terms of any such transformative
transaction would be acceptable to us.

 Outlook.
Our Board and management of the Fund ("Management") continue to believe that current market conditions and recent portfolio
performance dictate the need to pursue a more active role in the management of our remaining investments and to seek liquidity events
at the appropriate time to protect and enhance shareholder value. These activities include continuous monitoring and intensive reviews
of portfolio company performance and expectations, providing follow-on capital when necessary, and the exploration of liquidity events
for certain portfolio companies to position the Fund to maximize investment returns and, to the extent we intend to remain a BDC, actively
pursuing suitable new investments for the Fund.

 Investment Objective

 To the extent
we remain a BDC and do not complete the transformation of Equus into an operating company as described above, our investment objective
is to maximize the total return to our stockholders in the form of current investment income and long-term capital gains by investing
in the debt and equity securities of small and middle market capitalization companies that are generally not publicly traded at the time
of our investment. As a result of our endeavors in the energy sector, we may also seek to purchase or develop working interests, mineral
interests, and revenue leasehold interests in oil and gas properties, although we remain open to exploring investment opportunities in
a variety of other sectors. Should we continue to grow and develop Equus as a closed-end fund or permanent capital vehicle instead of
an operating company, we intend to include investments in progressively larger enterprises.

 Investment Strategy

 Our investment
strategy attempts to strike a balance between the potential for gain and the risk of loss. With respect to capital appreciation, Equus
is a "growth-at-reasonable-price" investor that seeks to identify and acquire securities that meet our criteria for selling
at reasonable prices. We give priority to cash producing investments wherein we invest principally in debt or preferred equity financing
with the objective of generating regular interest and dividend income back to the Fund. Debt and preferred equity financing may also be
used to create long-term capital appreciation through the exercise and sale of warrants received in connection with a financing. Given
market conditions over the past several years and the performance of our portfolio, our Management and Board believe it prudent to continue
to review alternatives to refine and further clarify the current strategies.

 Investment Criteria

 Consistent
with our investment objective and strategy, our Management evaluates prospective investments based upon the criteria set forth below.
We may modify some or all of these criteria from time to time.

 Management
Competency and Ownership. We seek to invest in companies with experienced management teams who have demonstrated a track record of
successful performance. Further, we desire to invest in companies with significant management ownership. We believe that significant management
ownership in small capitalization and middle market companies provides appropriate incentives and an alignment of interests for management
to maximize shareholder value. In addition, we will seek to design compensation and incentive arrangements that align the interests of
the portfolio company's management with those of the Fund to enhance potential returns.

 Substantial
Target Market. We desire to focus on companies whose products or services have favorable growth potential and strong competitive positions
in their respective markets. These positions may be as leadership positions within a given industry or market niche positions in which
the product or service has a demonstrated competitive advantage. The market in which a potential portfolio company operates should either
be sizeable or have significant growth potential.

 History
of Profitability and Favorable Growth Potential. We target companies that have demonstrated a history of profitability or a reasonable
expectation of a return to profitability in the near future.

 Ability to Provide
Regular Cash Interest and Distributions. We look for companies with strong cash flow models sufficient to provide regular and consistent
interest and/or preferred dividend payments.

 Management
Assistance and Substantial Equity. Given the requirements of a BDC under the 1940 Act, we seek to invest in companies that will permit
substantial managerial assistance, including representation on the board of directors of the company or its equivalent. With regard to
equity investments, we desire to obtain a substantial investment position in portfolio companies. This position may be as a minority shareholder
with certain contractual rights and powers, or as a majority shareholder, and should otherwise allow us to have substantive input on the
direction and strategies of the portfolio company.

 Plausible
Exit and Potential for Appreciation. Prior to investing in a portfolio company, we will seek to analyze potential exit strategies
and pursue those investments with such strategies as may be achievable.

 Investment Operations

 Our investment operations consist principally of the following
basic activities:

Selection. Historically, many of our investment opportunities have come from Management, members of our Board, other private equity
investors, direct approaches from prospective portfolio companies and referrals from investment banks, business brokers, commercial, regional
and local banks, attorneys, accountants and other members of the financial community. Subject to the approval of our Board, we may compensate
certain referrals with finder's fees to the extent permissible under applicable law and consistent with industry practice.

 Due Diligence.
 Once a potential investment is identified, we undertake a due diligence review using information provided by the prospective portfolio
company and publicly available information. Management may also seek input from consultants, investment bankers and other knowledgeable
sources. The due diligence review will typically include, but is not limited to:

 •
 Review of historical and prospective financial information, including audits and budgets;

 •
 On-site visits;

 •
 Interviews with management, employees, customers and vendors;

 •
 Review of existing loan documents and credit arrangements, if any;

 •
 Background checks on members of management; and

 •
 Research relating to the company, its management, industry, markets, products
and services and competitors.

 Structuring Investments. We typically
negotiate investments in private transactions directly with the owner or issuer of the securities acquired. Management structures the
terms of a proposed investment, including the purchase price, the type of security to be purchased and our future involvement in the portfolio
company's business. We seek to structure the terms of the investment to provide for the capital needs of the portfolio company while
maximizing our opportunities for current income and capital appreciation. In addition, we may invest with other co-investors including
private equity firms, business development companies, small business investment companies, venture capital groups, institutional investors
and individual investors.

 Providing Management Assistance
and Monitoring of Investments. Successful private equity investments typically require active monitoring of, and significant participation
in, major business decisions of portfolio companies. In several cases, officers and directors of the Fund serve as members of the governing
boards of portfolio companies. Such management assistance is required of a BDC under the 1940 Act. We seek to provide guidance and management
assistance with respect to such matters as capital structure, acquisitions, budgets, profit goals, corporate strategy, portfolio management
and potential sale of the company or other exit strategies. In connection with their service as directors of portfolio companies, officers
and directors of the Fund may receive and retain directors' fees or reimbursement for expenses incurred, and may participate in
incentive stock option plans for non-employee directors, if any. When necessary and as requested by any portfolio company, Management,
on behalf of the Fund, may also assign staff professionals with financial or management expertise to assist portfolio company management.

 Follow-On Investments

 Following our
initial investment, a portfolio company may request that we make follow-on investments by providing additional equity or loans needed
to fully implement its business plans to develop a new line of business or to recover from unexpected business problems or other purposes.
In addition, follow-on investments may be made to exercise warrants or other preferential rights granted to the Fund or otherwise to increase
our position in a portfolio company. We may make follow-on investments in portfolio companies from cash on hand or borrow all or a portion
of the funds required. If we are unable to make follow-on investments due to lack of available capital, the portfolio company in need
of the investment may be negatively impacted, we may be required to subordinate our debt interest in the portfolio company to a new lender,
and/or our equity interest in the portfolio company may be diluted if outside equity capital is required.

 Disposition of Investments

 The method and
timing of the disposition of our investments in portfolio companies are critical to our ability to realize capital gains and minimize
capital losses. We may dispose of our portfolio securities through a variety of transactions, including recapitalizations, refinancings,
management buyouts, repayments from cash flow, acquisitions of portfolio companies by a third party and outright sales of the Fund's
securities in a portfolio company. In addition, under certain circumstances we may distribute our portfolio securities in-kind to our
stockholders. In structuring our investments, we endeavor to reach an understanding with the management of the prospective portfolio company
as to the appropriate method and timing of the disposition of the investment. In some cases, we seek registration rights for our portfolio
securities at the time of investment which typically provide that the portfolio company will bear the cost of registration. To the extent
not paid by the portfolio company, the Fund typically bears the costs of disposing of our portfolio investments.

 Current Portfolio Companies

 For a description
of our portfolio company investments as of December 31, 2024, see " Management's Discussion and Analysis of Financial Condition
and Results of Operations–Portfolio Securities."

 Valuation

 On a quarterly
basis, Management values our portfolio investments. These valuations are subject to the approval and adoption of the Board. Valuations
of our portfolio securities at "fair value" are performed in accordance with accounting principles generally accepted in the
United States ("GAAP").

 The fair value
of investments for which no market exists (which includes most of our investments) is determined through procedures established in good
faith by the Board. As a general principle, the current "fair value" of an investment is the amount the Fund might reasonably
expect to receive upon its sale in an orderly manner. There are a range of values that are reasonable for such investments at any particular
time.

 We base our
adjustments to fair value upon such factors as the portfolio company's earnings, cash flow and net worth, the market prices for
similar securities of comparable companies, an assessment of the company's current and future financial prospects and various other
factors and assumptions. In the case of unsuccessful or substantially declining operations, we may base a portfolio company's fair
value upon the company's estimated liquidation value. Fair valuations are inherently subjective, and our estimate of fair value
may differ materially from amounts actually received upon the disposition of our portfolio securities. Also, any failure by a portfolio
company to achieve its business plan or obtain and maintain its financing arrangements could result in increased volatility and result
in a significant and rapid change in its value.

 Our general
intent is to hold our loans to maturity when appraising our privately held debt investments. As such, we believe the fair value will not
exceed the cost of the investment; however, we perform a yield analysis to determine if a debt security has been impaired.

 Our Management
may engage independent, third-party valuation firms to conduct independent appraisals and review Management's preliminary valuations
of each privately-held investment in order to make their own independent assessment. Any third- party valuation data would be considered
as one of many factors in a fair value determination. Management would then present its fair value recommendations to the Audit Committee
of the Board of Directors for review. Following review and any adjustments required thereby, the Audit Committee would, in turn, recommend
the fair values for all of the Fund's portfolio investments to the Board of Directors for final approval.

 To the
extent that market quotations are readily available for our investments and such investments are freely transferable, we value them at
the closing market price on the date of valuation. For securities which are of the same class as a class of public securities but are
restricted from free trading (such as Rule 144 stock), we establish our valuation by discounting the closing market price to reflect the
estimated impact of illiquidity caused by such restrictions. We generally hold investments in debt securities to maturity. Accordingly,
we determine the fair value of debt securities on the basis of the terms of the debt securities and the financial condition of the issuer.
We value certificates of deposit at their face value, plus interest accrued to the date of valuation.

 Our Board reviews
the valuation policies on a quarterly basis to determine their appropriateness and reserves the right to hire and, from time to time,
utilizes independent valuation firms to review Management's valuation methodology or to conduct an independent valuation.

 Competition

 We compete with
a large number of public and private equity and mezzanine funds and other financing sources, including traditional financial services
companies such as finance companies and commercial banks. Many of our competitors are substantially larger and have considerably greater
financial, technical and marketing resources. Our competitors may have a lower cost of funds and many have access to funding sources not
available to us. In addition, certain of our competitors may have higher risk tolerances or different risk assessments, which could allow
them to consider a wider variety of investments and establish more relationships and build their respective market shares. In addition,
many of our competitors are not subject to the regulatory restrictions imposed by the 1940 Act imposes on BDCs.

 We cannot
assure you that the competitive pressures we face will not have a material adverse effect on our business, financial condition and results
of operations. In addition, because of this competition, we may not be able to take advantage of attractive investment opportunities and
may not be able to identify and make investments that satisfy our investment objectives or meet our investment goals.

 Properties

 Our principal
executive offices are located at 700 Louisiana St., 48 th Floor, Houston, Texas 77002. Should we remain a BDC and not transform
into an operating company or a permanent capital vehicle, we believe our office facilities are suitable and adequate for our operations
as currently conducted and contemplated.

 Business Development Company Requirements

 Qualifying Assets.
As a BDC, we may not acquire any asset other than qualifying assets, as defined by the 1940 Act, unless, at the time the acquisition is
made, the value of our qualifying assets represents at least 70% of the value of our total assets. The principal categories of qualifying
assets relevant to our business are the following:

 Securities purchased in transactions not involving any public offering
from an issuer that is an eligible portfolio company. An eligible portfolio company is any issuer that (a) is organized and has its principal
place of business in the United States, (b) is not an investment company other than a small business investment company wholly-owned by
the BDC, and (c) either (i) (A) does not have any class of securities with respect to which a broker or dealer may extend margin credit,
(B) is controlled by the BDC either singly or as part of a group and an affiliated person of the BDC is a member of the issuer's
board of directors, or (C) has total assets of not more than $4 million and capital and surplus of at least $2 million, or (ii) does not
have any class of securities listed on a national securities exchange, unless the total market capitalization of such issuer does not
exceed $250 million. Qualifying assets may also include follow-on
investments in a company that was a particular type of eligible portfolio company at the time of the BDC's initial investment, but
subsequently did not meet the definition;

 Securities received in exchange for or distributed with respect to securities
described above, or pursuant to the exercise of options, warrants or rights relating to such securities; and

 Cash, cash items, government securities, or high quality debt securities
maturing in one year or less from the time of investment.

 To include certain
securities above as qualifying assets for the purpose of the 70% test, a BDC must make available to the issuer of those securities significant
managerial assistance, such as providing significant guidance and counsel concerning the management, operations, or business objectives
and policies of a portfolio company. We offer to provide significant managerial assistance to each of our portfolio companies.

 We may not
change the nature of our business so as to cease to be, or withdraw our election as, a BDC unless authorized by vote of the holders of
the majority of our outstanding voting securities, as defined in the 1940 Act. As noted above, we have previously received this authorization
from our shareholders to withdraw our BDC election and, although this authorization has expired, we expect to receive an additional authorization
by our stockholders in the future. This authorization was a consequence of our plan to effect a transformation of Equus by: (i) acquiring
or merging with an operating company based in the energy, natural resources, technology, or financial services sectors, and (ii) terminating
the Fund's election to be classified as a BDC under the 1940 Act. Notwithstanding any future authorization to withdraw our BDC election,
we will also require a separate affirmative vote of the holders of a majority of our outstanding voting securities to consummate a transformation
of Equus and change the nature of our business (see " Significant Developments-Authorization to Withdraw BDC Election"
 above).

 Temporary Investments.
 Pending investment in portfolio companies, we invest our available funds in interest- bearing bank accounts, money market mutual funds,
U.S. Treasury securities and/or certificates of deposit with maturities of less than one year (collectively, "Temporary Investments").
Temporary Investments may also include commercial paper (rated or unrated) and other short-term securities. Temporary Investments constituting
cash, cash items, securities issued or guaranteed by the U.S. Treasury or U.S. Government agencies and high quality debt securities (commercial
paper rated in the two highest rating categories by Moody's Investor Services, Inc. or Standard & Poor's Corporation,
or if not rated, issued by a company having an outstanding debt issue so rated, with maturities of less than one year at the time of investment)
will qualify for determining whether we have 70% of our total assets invested in qualifying assets or in qualified Temporary Investments
for purposes of the BDC provisions of the 1940 Act.

 Leverage.
 We are permitted by the 1940 Act, under specified conditions, to issue multiple classes of senior debt and a single class of preferred
stock senior to the common stock if our asset coverage, as defined in the 1940 Act, is at least 150% after the issuance of the debt or
the senior stockholders' interests. In addition, provisions must be made to prohibit any distribution to common stockholders or
the repurchase of any shares unless the asset coverage ratio is at least 150% at the time of the distribution or repurchase.

 Fund Share
Sales Below Net Asset Value. To the extent we remain a BDC, we generally may sell our common stock at a price that is below the prevailing
net asset value per share only upon the approval of the policy by stockholders holding a majority of our issued shares, including a majority
of shares held by nonaffiliated stockholders. We may, in accordance with certain conditions established by the SEC, sell shares below
net asset value in connection with the distribution of rights to all of our stockholders. We may also issue shares at less than net asset
value in payment of dividends to existing stockholders.

 No Redemption
Rights. Since we are a closed-end BDC, our stockholders have no right to present their shares to the Fund for redemption. Recognizing
the possibility that our shares might trade at a discount, our Board has determined that it would be in the best interest of our stockholders
for the Fund to be authorized to attempt to reduce or eliminate a market value discount from net asset value. Accordingly, from time to
time we may, but are not required to, repurchase our shares (including by means of tender offers) to attempt to reduce or eliminate any
discount or to increase the net asset value of our shares.

 Affiliated
Transactions. Many of the transactions involving the Fund and its affiliates (as well as affiliates of such affiliates) require the
prior approval of a majority of the independent directors and a majority of the independent directors having no financial interest in
the transactions. However, certain transactions involving closely affiliated persons of the Fund require the prior approval of the SEC.

 Regulated Investment Company Tax Status

 As a BDC,
we have historically operated to qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"),
although RIC qualification is not a prerequisite to qualifying as a BDC. During the fourth quarter of 2024, we elected to not qualify
as a RIC, although we may seek to requalify at a later date. Because we do not presently qualify as a RIC, in the event that we generate
operating income or net investment income, we will be subject to regular corporate rates of taxation.

 If we requalify
as a RIC and annually distribute to our stockholders in a timely manner at least 90% of our investment company taxable income, we will
not be subject to federal income tax on the portion of our taxable income and capital gains we distribute to our stockholders. Taxable
income generally differs from net income as defined by accounting principles generally accepted in the United States due to temporary
and permanent timing differences in the recognition of income and expenses, returns of capital and net unrealized appreciation or depreciation.

 While we are not
required to qualify as a RIC to maintain our BDC status, we must continue to qualify as an investment company to obtain RIC status under
the Code, among other requirements. To obtain (or maintain, as the case may be) RIC status, we must (i) continue to qualify as an investment
company; (ii) distribute to our stockholders in a timely manner at least 90% of our investment company taxable income, as defined by the
Code; (iii) derive in each taxable year at least 90% of our gross investment company income from dividends, interest, payments with respect
to securities loans, gains from the sale of stock or other securities or other income derived with respect to our business of investing
in such stock or securities as defined by the Code; and (iv) meet investment diversification requirements. The diversification requirements
generally require us, at the end of each quarter of the taxable year, to have (a) at least 50% of the value of our assets consist of cash,
cash items, government securities, securities of other RICs and other securities if such other securities of any one issuer do not represent
more than 5% of our assets and 10% of the outstanding voting securities of the issuer and (b) no more than 25% of the value of our assets
invested in the securities of one issuer (other than U.S. government securities and securities of other RICs), or of two or more issuers
that are controlled by us and are engaged in the same or similar or related trades or businesses.

 In addition,
should we choose not to distribute at least 98.2% of our net income consisting of capital gains for each one-year period ending on October
31, we will be subject to a 4.0% nondeductible Federal exercise tax.

 If we fail to satisfy
the 90% distribution requirement or otherwise fail to requalify as a RIC in any taxable year, we will be subject to tax in such year on
all of our taxable income, regardless of whether we make any distribution to our stockholders. In addition, in that case, all of our distributions
to our stockholders will be characterized as ordinary income (to the extent of our current and accumulated earnings and profits). We have
distributed and currently intend to distribute sufficient dividends to eliminate our investment company taxable income; however, none
have been necessary in recent years.

 Custodian

 We act as the
custodian of our securities to the extent permitted under the 1940 Act and are subject to the restrictions imposed on self- custodians
by the 1940 Act and the rules and regulations thereunder. We have also entered into an agreement with Amegy Bank with respect to the safekeeping
of our securities. The principal business office of Amegy Bank is 1717 West Loop South, Houston, Texas 77027.

 Transfer and Disbursing Agent

 We employ
Equiniti Group as our transfer agent to record transfers of our shares, maintain proxy records and to process distributions. The principal
business office of our transfer agent is 6201 15th Avenue, 2nd Floor, Brooklyn, NY 11219.

 Certifications

 In July
2024, pursuant to Section 303A.12(a) of the NYSE Listed Company Manual, we submitted to the NYSE an unqualified certification of our Chief
Executive Officer. In addition, certifications by our Chief Executive Officer and Chief Financial Officer have been filed as exhibits
to this annual report on Form 10-K as required by the Securities Exchange Act of 1934, as amended, and the Sarbanes-Oxley Act of 2002.

 Forward-Looking Statements

 All statements
contained herein that are not historical facts including, but not limited to, statements regarding anticipated activity are "forward-looking
statements" within the meaning of the federal securities laws, involve a number of risks and uncertainties, and are based on the
beliefs and assumptions of Management, based on information currently available to Management. Actual results may differ materially. In
some cases, readers can identify forward- looking statements by words such as "may," "will," "should,"
"expect," "objective," "plan," "intend," "anticipate," "believe,"
"Management believes," "estimate," "predict," "project," "potential," "forecast,"
"continue," "strategy," or "position" or the negative of such terms or other variations of them or
by comparable terminology. In particular, statements, express or implied, concerning future actions, conditions, or events, future operating
results, or the ability to generate sales, income, or cash flow are forward-looking statements.

 Among the
factors that could cause actual results to differ materially are the following: (i) changes in the economic conditions in which we operate,
including changes related to the evolving impact of the coronavirus, which might negatively impacting our financial resources; (ii) the
substantially greater resources of certain of our competitors than the Fund, potentially reducing the number of suitable investment opportunities
offered or reducing the yield necessary to consummate the investment; (iii) the uncertainty regarding the value of our privately held
securities that require a good faith estimate of fair value for which a change in estimate could affect the Fund's net asset value;
(iv) the illiquidity of our investments in securities of privately held companies which could affect our ability to realize a gain; (v)
the default of one or more of our portfolio companies on their loans or the failure of such companies to provide any returns on our investments
which could affect the Fund's operating results; (vi) our dependence on external financing to grow our business; (vii) our ability
to retain key management personnel; (viii) an economic downturn or recession that could impair our portfolio companies and therefore harm
our operating results; (iv) our borrowing arrangements, which could impose certain restrictions; (x) changes in interest rates that may
affect our cost of capital and net operating income; (xi) our inability to incur additional indebtedness unless the Fund maintains an
asset coverage of at least 150%, which may affect returns to our stockholders; (xii) the possible failure of the Fund to continue to qualify
for our pass-through treatment as a RIC which could have an effect on stockholder returns; (xiii) the volatility of the price of our common
stock; (xiv) general business and economic conditions and other risk factors described in its reports filed from time to time with the
SEC; and (xv) risks related to our plan to transform Equus into an operating company or a permanent capital vehicle. We caution readers
not to place undue reliance on any such forward-looking statements, which statements are made pursuant to the Private Securities Litigation
Reform Act of 1995 and, as such, speak only as of the date made.

 Item 1A. Risk Factors

 An investment
in our securities involves certain risks relating to our structure and investment objectives. The risks and uncertainties described below
are not the only ones facing Equus. You should carefully consider these risks, together with all of the other information included in
our annual report on Form 10-K, including our financial statements and the related notes thereto.

 Additional risks
and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and performance.

 If any of the following
risks actually occur, our business, financial condition or results of operations could be materially adversely affected. If that happens,
the trading price of our common stock could decline and you may lose all or part of your investment.

 Risks Related to Our Investments

in small capitalization companies present certain risks that may not exist to the same degree as investments in larger, more established
companies and will cause such investments to be volatile and speculative.

 We have invested
and may continue to invest, in private, small and/or new companies that may be in their early stages of development. Investments in these
types of companies involve a number of significant risks, including the following:

 They typically have shorter operating histories, narrower product lines
and smaller market shares than public companies, which tend to render them more vulnerable to competitors' actions and market conditions
as well as general economic downturns;

 They may have no earnings or experienced losses or may have limited financial
resources and may be unable to meet their obligations under their securities, which may be accompanied by a deterioration in the value
of their equity securities or any collateral or guarantees provided with respect to their debt;

 They are more likely to depend on the management talents and efforts
of a small group of persons and, as a result, the death, disability, resignation or termination of one or more of those persons could
have a material adverse effect on their business and prospects and, in turn, on our investment;

 They may have difficulty accessing the capital markets to meet future capital needs;

 They generally have less predictable operating results, may from time
to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence
and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position;
and

 Generally little public information exists regarding these companies,
and investors in these companies generally must rely on the ability of the equity sponsor to obtain adequate information for the purposes
of evaluating potential returns and making a fully informed investment decision.

 There is uncertainty regarding the value of our
privately held securities.

 Our net asset
value is based on the value we assign to our portfolio investments. For investments that are not listed on a securities exchange or quotation
medium, we determine the value of our investments in securities for which market quotations are not available as of the end of each calendar
quarter, unless there is a significant event requiring a change in valuation in the interim. Because of the inherent uncertainty of the
valuation of portfolio securities that do not have readily ascertainable market values, our fair value determination may differ materially
from the value that would have been used had a ready market existed for the securities. We determine the fair value of investments for
which no market quotations are available based upon a methodology that we believe reaches a reasonable estimation of fair value. However,
we do not necessarily apply multiple valuation metrics in reaching this determination and, in some cases, we do not obtain any third-party
valuations before reaching this determination. Our determinations of the fair value of our investments have a material impact on our net
earnings through the recording of unrealized appreciation or depreciation of investments as well as our assessment of interest income
recognition. Our net asset value could be affected materially if our determinations of the fair value of our investments differ significantly
from values based on a ready market for these securities.

 We depend upon Management for our future investment
 success.

 We depend
upon the diligence and skill of our Management to select, structure, close and monitor our investments. Management is responsible for
identifying, structuring, evaluating, monitoring, and disposing of our investments, and the services they collectively provide significantly
impact our results of operations. Our future success will depend to a significant extent on the continued service and coordination of
Management. Our success will depend on our ability to retain our existing Management and to recruit additional other highly qualified
individuals. If we are unable to integrate new investment and management personnel, we may be unable to achieve our desired investment
results.

 Management may not be able to implement our
investment objective successfully.

 Our Board
is taking a more opportunistic approach to our portfolio investment strategy, shifting our investment emphasis to sectors such as energy.
In order to implement our investment strategy, Management must analyze, conduct due diligence, invest in, monitor and sell investment
interests in industries in which many of them have not previously been involved. Also, we expect that our investment strategy will continue
to require Management to investigate and monitor investments that are much more broadly dispersed geographically. In addition, Management
is required to provide valuations for investments in a broader range of securities, including debt securities, which may require expertise
beyond that previously required. We cannot assure investors that the overall risk of their investment in the Fund will be reduced as a
result of our investment strategy. If we cannot achieve our investment objective successfully, the value of your investment in our common
stock could decline substantially.

 We may not realize gains from our equity
 investments.

 We frequently
invest in the equity securities of our portfolio companies. Also, when we make a loan, we sometimes receive warrants to acquire stock
issued by the borrower. Ultimately, our goal is to sell these equity interests and realize gains. These equity interests may not appreciate
and, in fact, may depreciate in value. For our present portfolio and other investments we may make in the future, the market value of
our equity investments may fall below our estimate of the fair value of such investments before we sell them. Given these factors, there
is a risk that we will not realize gains upon the sale of those or other investment interests that we hold.

 Our
holdings in Morgan E&P are subject to commodity price declines endemic to oil and gas companies.

 The oil and gas
business is fundamentally a commodity-based enterprise. This means that the operations and earnings of Morgan E&P, LLC ("Morgan")
may be significantly affected by changes in prices of oil, gas and natural gas liquids. The prices of these products are also dependent
upon local, regional and global events or conditions that affect supply and demand for the relevant commodity. In addition, the pricing
of these commodities is highly dependent upon technological improvements in energy production and development, energy efficiency, and
seasonal weather patterns. Moreover, as a worldwide commodity, the price of oil and natural gas is also influenced by global demand, changes
in currency exchange rates, interest rates, and inflation. Morgan does not employ any hedging strategies in respect of its oil and gas
holdings and is therefore subject to price fluctuations resulting from these and other factors. The operational results and financial
condition of Morgan, as well as the economic attractiveness of future capital expenditures for new drilling, may be materially adversely
affected as a result of lower oil and gas prices.

 We
may not be able to make additional investments in our portfolio companies from time to time, which may dilute our interests in such companies.

 After our
initial investment in a portfolio company, we may be called upon from time to time to provide additional funds to such company, or may
have the opportunity to increase our investment in that company through the exercise of a warrant to purchase common stock or through
follow-on investments in the debt or equity of that company. We cannot assure you that we will make, or have sufficient funds to make,
any such follow-on investments. Any decision by us not to make a follow-on investment or any inability on our part to make such an investment
may have a negative impact on a portfolio company in need of investment and may result in a missed opportunity for us to increase our
participation in a successful operation. A decision not to make a follow-on investment may also require us to subordinate our debt interest
to a new lender or dilute our equity interest in, or reduce the expected yield on, our investment.

 We have invested in a limited number of portfolio
 companies.

 The Fund
is 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. As a matter of policy, we generally have not initially invested
more than 25% of the value of our net assets in a single portfolio company. However, we would expect that any new investments may exceed
this percentage for the immediate future. Moreover, follow-on investments, disproportionate increases or decreases in the fair value of
certain portfolio companies or sales of investments may result in more than 25% of our net assets being invested in a single portfolio
company at a particular time.

 A consequence of
a limited number of investments is that 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 our 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 a greater number of investments.

 The lack of liquidity of our privately held securities
may adversely affect our business.

 Our portfolio investments
consist principally of securities that are subject to restrictions on sale because they are not listed or publicly traded securities.
If any of these securities were to become publicly traded, our ability to sell them may still be restricted because we acquired them from
the issuer in "private placement" transactions or because we may be deemed to be an affiliate of the issuer. We will not be
able to sell these securities publicly without the expense and time required to register the securities under the Securities Act and applicable
state securities laws, unless an exemption from such registration requirements is available. In addition, contractual or practical limitations
may restrict our ability to liquidate our securities in portfolio companies because those securities are privately held and we may own
a relatively large percentage of the issuer's outstanding securities. Sales also may be limited by market conditions, which may
be unfavorable for sales of securities of particular issuers or generally. The illiquidity of our investments may preclude or delay any
disposition of such securities, which may make it difficult for us to obtain cash equal to the value at which we record our investments
if the need arises.

 In
situations where we hold junior priority liens, our ability to control decisions with respect to our portfolio companies may be limited
by lenders holding superior liens. In a default scenario, the value of collateral may be insufficient to repay us after the senior priority
lenders are paid in full.

 We may make
certain loans to portfolio companies that are secured by a junior priority security interest in the same collateral pledged to secure
debt owed to lenders with liens senior to ours. Often, the senior lender has procured covenants from the portfolio company prohibiting
the incurrence of additional secured debt without the senior lender's consent. As a condition of permitting the portfolio company to incur
junior secured indebtedness, the senior lender will require that we, as junior lender, enter into an intercreditor agreement that, among
other things, will establish the senior lender's right to control the disposition of any collateral in the event of an insolvency proceeding
or other default situation. In addition, intercreditor agreements generally will expressly subordinate junior liens to senior liens as
well as the repayment of junior debt to senior debt.

 Because of
the control we may cede to senior lenders under intercreditor agreements, we may be unable to control the manner or timing of collateral
disposition. In addition, the value of collateral securing our debt investment will ultimately depend on market and economic conditions
at the time of disposal, the availability of buyers and other factors. Therefore, we cannot assure you that the proceeds, if any, from
the sale or sales of all of the collateral would be sufficient to satisfy the loan obligations secured by our liens. There is also a risk
that such collateral securing our investments will be difficult to sell in a timely manner or to appraise. If the proceeds of the collateral
are insufficient to repay our loans, then we will have an unsecured claim to the extent of the deficiency against any of the company's
remaining assets, which claim will likely be shared with many other unsecured creditors.

 As
a debt or minority equity investor in a portfolio company, we may have little direct influence over the entity. The stockholders and management
of the portfolio company may make decisions that could decrease the value of our portfolio holdings.

 We may make
both debt and minority equity investments. Should a portfolio company make business decisions with which we disagree, of the stockholders
and management of that company take risks or otherwise act in ways that do not serve our interests, the value of our portfolio holdings
could decrease and have an adverse effect on our financial position and results of operations.

 We
may choose to waive or defer enforcement of covenants in the debt securities held in our portfolio, which may cause us to lose all or
part of our investment in these companies.

 We may structure
the debt investments in our portfolio companies to include business and financial covenants placing affirmative and negative obligations
on the operation of the company's business and its financial condition. However, from time to time we may elect to waive breaches
of these covenants, including our right to payment, or waive or defer enforcement of remedies, such as acceleration of obligations or
foreclosure on collateral, depending upon the financial condition and prospects of the particular portfolio company. These actions may
reduce the likelihood of our receiving the full amount of future payments of interest or principal and be accompanied by a deterioration
in the value of the underlying collateral as many of these companies may have limited financial resources, may be unable to meet future
obligations and may go bankrupt. This could negatively impact our ability to pay dividends, could adversely affect our results of operation
and financial condition and cause the loss of all or part of your investment.

 We expect to have limited public information regarding
the companies in which we may invest.

 Our portfolio
consists entirely of securities issued by privately-held companies. There is generally little or no publicly available information about
such companies, and we must rely on the diligence of Management to obtain the information necessary for our decision to invest in them
and in order to monitor them effectively. We cannot assure you that such diligence efforts will uncover all material information about
such privately held businesses necessary to make fully informed investment decisions.

 Our prospective portfolio companies may be
highly leveraged.

in leveraged buyouts and in highly leveraged companies involve a high degree of business and financial risk and can result in substantial
losses. A leveraged company's income and net assets will tend to increase or decrease at a greater rate than if borrowed money were
not used. The use of leverage by portfolio companies also magnifies the increase or decrease in the value of our investment as compared
to the overall change in the enterprise value of a portfolio company.

 Some of our
portfolio companies have incurred substantial debt in relation to their equity capital. Such indebtedness generally has a term that will
require that the balance of the loan be refinanced when it matures. If a portfolio company cannot generate adequate cash flow to meet
the principal and interest payments on its debt or is not successful in refinancing the debt upon its maturity, our investment could be
reduced or eliminated through foreclosure on the portfolio company's assets or by the portfolio company's reorganization or
bankruptcy.

 A substantial portion
of the debt incurred by portfolio companies may bear interest at rates that fluctuate in accordance with a stated interest rate index
or the prime lending rate. The cash flow of a portfolio company may not be sufficient to meet increases in interest payments on its debt.
Accordingly, the profitability of our portfolio companies, as well as the value of our investments in such companies, will depend significantly
upon prevailing interest rates. An increase in prevailing interest rates may have an adverse effect on the ability of our portfolio companies
to service their floating rate debt and on their profits.

 Leverage
may impair the ability of our portfolio companies to finance their future operations and capital needs. As a result, the ability of our
portfolio companies to respond to changing business and economic conditions and to business opportunities may be limited.

 Our business depends on external financing.

 Our business
requires a substantial amount of cash to operate. We may borrow funds to pay contingencies or expenses or to make investments, or to reinstate
our pass-through tax status as a RIC under Subchapter M of the Code. We are permitted under the 1940 Act to borrow if, immediately after
the borrowing, we have an asset coverage ratio of at least 150%. That is, we may borrow an amount equal to double the fair value of our
total net assets (including investments made with borrowed funds). The amount and nature of any such borrowings depend upon a number of
factors over which we have no control, including general economic conditions, conditions in the financial markets and the impact of the
financing on the tax treatment of our stockholders. The use of leverage, even on a short-term basis, could have the effect of magnifying
increases or decreases in our net asset value.

 While the "spread"
between the current yields on our investments and the cost of any loan would augment the return to our stockholders, if the spread narrows
(because of an increase in the cost of debt or insufficient income on our investments), our net investment income, and consequently our
ability to provide distributions to our stockholders, could be adversely affected. This may also render us unable to meet our obligations
to our lenders, which might then require us to liquidate some or all of our investments. We cannot assure you that we would realize full
value for our investments or recoup all of our capital if we needed to liquidate our portfolio investments.

 Many financial
institutions are unwilling to lend against a portfolio of illiquid, private securities. The make-up of our portfolio has made it more
difficult for us to borrow at the level and on the terms that we desire. Our borrowings have historically consisted of a revolving line
of credit which has since expired, and a margin account used quarterly to enable us to achieve adequate diversification to maintain our
previous pass-through tax status as a RIC. We are attempting to secure liquidity through various means, including the sale of our portfolio
assets, as well as debt and equity financing. Although we believe we will be able to obtain sufficient liquidity for our operating expenses
for the next twelve months, we could be wrong. If we are wrong, we would have to obtain capital from other sources to pay Fund expenses.
We may also be required to sell our portfolio holdings at an inopportune time and at a price that may be less than would be received if
such holdings were sold in a more competitive and orderly manner.

 The costs of borrowing
money may exceed the income from the portfolio securities we purchase with the borrowed money. We will suffer a decline in net asset value
if the investment performance of the additional securities purchased with borrowed money fails to cover their cost to the Fund (including
any interest paid on the money borrowed). A decline in net asset value could affect our ability to make distributions on our common stock.
If we seek to requalify as a RIC and obtain pass-through tax status as a result, our failure to distribute a sufficient portion of our
net investment income and net realized capital gains could result in a loss of such pass-through tax status or subject us to a 4% excise
tax. If the asset coverage for debt securities issued by the Fund declines to less than 150% (as a result of market fluctuations or otherwise),
we may be required to sell a portion of our investments when it is disadvantageous to do so. See Management's Discussion and
Analysis of Financial Condition and Results of Operations.

 We have had net investment losses in the past five
 years.

 We have had
net investment losses in the past five years, with a net investment loss of $15.6 million for the year ended December 31, 2024. We cannot
assure you that we will be able to increase our net assets or generate net investment income. If we fail to increase the Fund's
net assets or generate net investment income, such failure will likely have a material adverse effect upon the Fund, our results of operation,
and our financial condition. You could lose all or a substantial amount of your investment in the Fund as a result.

 We
do not currently intend to recommence our managed distribution policy and you might not receive dividends on your shares.

 On March
24, 2009, we announced a suspension of our managed distribution policy and payment of quarterly dividends for an indefinite period. As
originally implemented, the policy provided for quarterly dividends at an annualized rate equal to 10% of the Fund's market value
per share as at the end of the preceding calendar year. We subsequently undertook certain changes in our Board and Management. These changes
have been pursued, in part, with the objective of increasing the number of attractive investment opportunities to us and revising our
investment strategy to include more recurrent cash income producing investments, all of which could ultimately result in the resumption
of our managed distribution policy at some time in the future. The implementation of these revisions to our investment strategy and the
recurrent generation of cash income from our investments, however, cannot be guaranteed and will not occur if we complete the transformation
of Equus into an operating company. If we were unable to resume our managed distribution policy and were further unable to profitably
sell or otherwise dispose of our portfolio company investments, you might not receive dividends on your shares.

 We operate in a highly competitive market for investment
 opportunities.

 We compete
with a large number of private equity funds and mezzanine funds, investment banks and other equity and non-equity-based investment funds,
investment entities, foreign investors and individuals and other sources of financing, including traditional financial services companies
such as commercial banks. In recent years, the number of investment vehicles seeking small capitalization investments has increased dramatically.
Many of our competitors are substantially larger and have considerably greater financial resources than we do, and some may be subject
to different and frequently less stringent regulation. As our portfolio size increases, we expect that some of our investments will be
larger. We believe that we will face increased competition to participate in these larger transactions. These competitors may have a lower
cost of funds and many have access to funding sources that are not available to us. In addition, some of our competitors may have higher
risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships
and build their market shares. As a result of this competition, we may not be able to take advantage of attractive investment opportunities
from time to time. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business,
financial condition and results of operations.

 An economic downturn could affect our operating
 results.

 An economic
downturn may have a particularly adverse effect upon small and medium-sized companies, which are our primary market for investments. During
periods of volatile economic conditions, these companies often experience decreased revenues, financial losses, difficulty in obtaining
access to financing and increased funding costs. During such periods, these companies also may have difficulty expanding their businesses
and operations and may be unable to meet their debt service obligations or other expenses as they become due. Any of the foregoing developments
could cause the value of our investments in these companies to decline. In addition, during periods of adverse economic conditions, we
may have difficulty accessing financial markets, which could make it more difficult or impossible for us to obtain funding for additional
investments. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

 We may experience fluctuations in our quarterly
 results.

 We may experience
fluctuations in our quarterly operating results due to a number of factors, including variations in, and the timing of, the recognition
of realized and unrealized gains or losses, the degree to which we encounter competition in our markets, the ability to find and close
suitable investments and general economic conditions. The volatility of our results is exacerbated by our relatively small number of investments.
As a result of these factors, you should not rely on our results for any period as being indicative of performance in future periods.

 The due diligence process
that we undertake in connection with our investments may not reveal all facts that may be relevant in connection with an investment.

 Before making our
investments, we conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each
investment. The objective of the due diligence process is to identify attractive investment opportunities based on the facts and circumstances
surrounding an investment and to prepare a framework that may be used from the date of an acquisition to drive operational achievement
and value creation. When conducting due diligence, we evaluate a number of important business, financial, tax, accounting, environmental
and legal issues in determining whether or not to proceed with an investment. Our due diligence review with respect to a potential portfolio
company typically includes, but is not limited to, a review of historical and prospective financial information including audits and budgets,
on-site visits and interviews with management, employees, customers and vendors, a review of business plans and an analysis of the consistency
of operations with those plans, and other research relating to the company, management, industry, markets, products and services, and
competitors. Outside consultants, legal advisers, accountants and investment banks are expected to be involved in the due diligence process
in varying degrees depending on the type of investment. Nevertheless, when conducting due diligence and making an assessment regarding
an investment, we are required to rely on resources available to us, including information provided by the portfolio company and, in some
circumstances, third party investigations. The due diligence process may at times be subjective, including with respect to newly organized
companies for which only limited information is available. Accordingly, we cannot assure you that the due diligence investigation that
we will carry out with respect to any investment opportunity will reveal or highlight all relevant facts that may be necessary or helpful
in evaluating such investment opportunity. We also cannot assure you that such an investigation will result in an investment being successful.

 Risks Related to Our Potential Use of Leverage

 The use of leverage may adversely affect our performance.

 We may utilize
leverage for the Fund or its subsidiaries by borrowing or issuing preferred stock or short-term debt securities. Borrowings and other
capital generated from leverage will result in lenders and other creditors with fixed dollar claims on our assets that are superior to
the claims of our common shareholders. If the value of our assets increases, then leveraging would cause the net asset value attributable
to our common stock to increase more sharply than it would have had we not leveraged. Conversely, if the value of our assets decreases,
leveraging would cause net asset value to decline more sharply than it otherwise would have had we not leveraged. Similarly, any increase
in our income in excess of interest payable on the borrowed funds would cause our net income to increase more than it would without the
leverage, while any decrease in our income would cause net income to decline more sharply than it would have had we not borrowed. Leverage
is generally considered a speculative investment technique.

 The use of leverage may cause us to sell our
portfolio interests prematurely.

 If we remain a
BDC and borrow monies for our additional portfolio investments, we may secure loans or otherwise borrow funds from conventional banks,
other lending institutions, or private parties, which parties may include the sellers of the investment interests being acquired. In the
event Equus defaults under any of these borrowing arrangements, our business could be adversely affected as we may be forced to sell a
portion of our investments quickly and prematurely at what may be disadvantageous prices to us in order to meet our outstanding payment
obligations, the result of which would have a material adverse effect on our business, financial condition, results of operations and
cash flows.

 The use of leverage will increase our exposure to
changes in market rates of interest.

 To date, we have
not incurred leverage to acquire portfolio investments. If we begin to take on leverage to make portfolio investments, we will be subject
to risks associated with the current interest rate environment and changes in interest rates will affect our cost of capital and net investment
income. The use of leverage will also affect our net investment income, which will depend, in part, upon the difference between the rate
at which we borrow funds and the rate at which we invest those funds. As a result, we cannot assure you that a significant change in market
interest rates would not have a material adverse effect on our net investment income.

 Risks Related to Our Business and Structure

 Our ability to invest in private companies
may be limited in certain circumstances.

 As noted
elsewhere herein, we have previously received an authorization from our stockholders to withdraw our election to be classified as a BDC.
Although this authorization has since expired, we expect to receive an additional authorization from our stockholders in the future. Accordingly,
our management is currently evaluating potential transactions that would result in the transformation of Equus into an operating company
instead of a BDC and the withdrawal of our BDC election within this time frame, but we may nevertheless not consummate any such transformation
and remain a BDC. If we maintain our status as a BDC and do not complete the transformation to become an operating company or a permanent
capital vehicle, we must not acquire any assets other than "qualifying assets" unless, at the time of and after giving effect
to such acquisition, at least 70% of our total assets are qualifying assets. A principal category of qualifying assets relevant to our
business is securities purchased in transactions not involving any public offering from issuers that qualify as eligible portfolio companies
under the 1940 Act. Investments in companies organized outside of the United States or having a principal place of business outside of
the United States are also not considered eligible portfolio companies.

 Any failure on our part to maintain the Fund's
status as a BDC could reduce our operating flexibility.

 If we do
not maintain the Fund's status as a BDC and we do not complete the transformation of Equus into an operating company, we might be
regulated as a closed-end investment company under the 1940 Act, which would subject us to substantially more regulatory restrictions
under the 1940 Act. This could impose tighter limitations on Equus in terms of the use of leverage and transactions with affiliated entities.
Such developments could correspondingly decrease our operating flexibility.

 We are
not currently qualified as a RIC under the Code and will be subject to corporate level income
tax.

 As described
under Regulated Investment Company Tax Status above, during the fourth quarter of 2024, we elected to not qualify as a RIC. As
a result, we will be subject to regular corporate level income tax on our income and gains and will not be permitted to deduct distributions
paid to our stockholders. To requalify as a RIC and be entitled to the tax benefits accorded to RICs under the Code, we must meet certain
income source, asset diversification and annual distribution requirements applicable to RICs. Further, we must also derive, each taxable
year, at least 90% of our gross income from dividends, interest, payments with respect to certain securities loans, gains from the sale
of stock or other securities or foreign currencies, or other income derived with respect to our business of investing in such stock or
securities or currencies and net income from interests in certain "qualified" publicly traded partnerships. The annual distribution
requirement for a RIC is satisfied if we distribute at least 90% of our ordinary net taxable income and realized net short-term capital
gains in excess of realized net long-term capital losses, if any, to our stockholders on an annual basis.

 As discussed
above in "Our business depends on external financing," we historically have borrowed funds necessary to make qualifying
investments to satisfy the Subchapter M diversification requirements. We undertook no such borrowings during the fourth quarter of 2024.

 In addition
to corporate levels of tax on our income and gains as a non-RIC, our distributions will be taxable as dividends to the extent paid from
earnings and profits. We may also be subject to income tax and/or a 4% excise tax, if we fail to distribute a sufficient portion of our
net investment income and net realized capital gains. To the extent that we generate such income and gains and do not requalify as a RIC,
our tax treatment as a regular Subchapter C corporation would have a material adverse effect on the total return, if any, obtainable from
an investment in our common stock.

 Because
we intend to distribute substantially all of our income and net realized capital gains to our stockholders, if we continue to operate
as a BDC, we will need additional capital to finance our growth.

 As noted above,
inasmuch as we expect to receive a future authorization from our stockholders to withdraw our election to be classified as a BDC, such
withdrawal also means that we will not requalify as a RIC. Our management is currently evaluating potential transactions that would result
in the transformation of Equus into an operating company and the withdrawal of our BDC election and RIC status within this time frame,
but we may nevertheless not consummate any such transformative transaction and remain a BDC and continue to seek to requalify as a RIC.
In order to requalify as a RIC, to avoid payment of excise taxes and to minimize or avoid payment of income taxes, for so long as we maintain
our status as a BDC, we intend to distribute to our stockholders substantially all of our net ordinary income and realized net capital
gains except for certain net long- term capital gains (which we may retain, pay applicable income taxes with respect thereto, and elect
to treat as deemed distributions to our stockholders). As a BDC, we are generally required to meet a coverage ratio of total assets to
total senior securities, which includes all of our borrowings and any preferred stock we may issue in the future, of at least 150%. This
requirement limits the amount that we may borrow. Because we will continue to need capital to grow our investment portfolio, this limitation
may prevent us from incurring debt and require us to issue additional equity at a time when it may be disadvantageous to do so. We cannot
assure you that debt and equity financing will be available to us on favorable terms, or at all, and debt financings may be restricted
by the terms of any of our outstanding borrowings. In addition, as a BDC, we are generally not permitted to issue equity securities priced
below net asset value without stockholder approval. If additional funds are not available to us, we could be forced to curtail or cease
new lending and investment activities, and our net asset value could decline.

 Our
Board of Directors may change our investment objective, operating policies and strategies without prior notice or stockholder approval.

 Our Board of Directors
has the authority to modify or waive certain of our operating policies and strategies without prior notice (except as required by the
1940 Act) and without stockholder approval. However, absent stockholder approval, we may not change the nature of our business so as to
cease to be, or withdraw our election as, a BDC. As described above under " Significant Developments – Authorization to
Withdraw BDC Election ", our shareholders have previously provided this authorization and may do so again in the future, although
we will not withdraw our election as a BDC unless and until we have entered into a definitive agreement to effect the transformation of
Equus into an operating company. We cannot predict the effect any changes to our current operating policies and strategies would have
on our business, operating results and value of our stock. Nevertheless, any such effects may adversely affect our business and impact
our ability to make distributions.

 Risks Related to Our Operation as a BDC

 Our ability to enter into transactions with
our affiliates is restricted.

 As noted
above, our stockholders have previously authorized our Board and Chief Executive Officer to withdraw our election to be classified as
a BDC and, although this authorization has expired, we expect to receive a further authorization from our stockholders in the future.
Accordingly, our management is currently evaluating potential transactions that would result in the transformation of Equus into an operating
company and the withdrawal of our BDC election within this time frame, but we may nevertheless not consummate any such transformative
transaction and remain a BDC. If we maintain our status as a BDC and do not complete a transformation into an operating company or a permanent
capital vehicle, we will continue to be subject to the 1940 Act. As an investment company, we are prohibited under the 1940 Act from participating
in certain transactions with certain of our affiliates without the prior approval of our independent directors and, in some cases, the
SEC. Any person that owns, directly or indirectly, 5% or more of our outstanding voting securities is our affiliate for purposes of the
1940 Act, and we generally are prohibited from buying or selling any security from or to such affiliate, absent the prior approval of
our independent directors. The 1940 Act also prohibits certain "joint" transactions with certain of our affiliates, which
could include investments in the same portfolio company (whether at the same or different times), without prior approval of our independent
directors and, in some cases, the SEC. If a person acquires more than 25% of our voting securities, we are prohibited from buying or selling
any security from or to such person or certain of that person's affiliates, or entering into prohibited joint transactions with
such persons, absent the prior approval of the SEC. Similar restrictions limit our ability to transact business with our officers or directors
or their affiliates.

 Regulations
governing our operation as a BDC affect our ability to, and the way in which we, raise additional capital.

 Our business requires
a substantial amount of additional capital. We may acquire additional capital from the issuance of senior securities or other indebtedness,
the issuance of additional shares of our common stock or from securitization transactions. However, we may not be able to raise additional
capital in the future on favorable terms or at all. We may issue debt securities or preferred securities, which we refer to collectively
as "senior securities," and we may borrow money from banks or other financial institutions, up to the maximum amount permitted
by the 1940 Act. The 1940 Act permits us to issue senior securities or incur indebtedness only in amounts such that our asset coverage,
as defined in the 1940 Act, equals at least 150% after such issuance or incurrence. Our ability to pay dividends or issue additional senior
securities would be restricted if our asset coverage ratio were not at least 150%. If the value of our assets declines, we may be unable
to satisfy this test. If that happens, we may be required to liquidate a portion of our investments and repay a portion of our indebtedness
at a time when such sales may be disadvantageous.

 Changes
in the laws or regulations governing our business, or changes in the interpretations thereof, and any failure by us to comply with these
laws or regulations, could negatively affect the profitability of our operations.

 To the extent
we remain a BDC, changes in the laws or regulations or the interpretations of the laws and regulations that govern BDCs, RICs or non-depository
commercial lenders, could significantly affect our operations and our cost of doing business. We are subject to federal, state and local
laws and regulations and are subject to judicial and administrative decisions that affect our operations, including our loan originations,
maximum interest rates, fees and other charges, disclosures to portfolio companies, the terms of secured transactions, collection and
foreclosure procedures and other trade practices. If these laws, regulations or decisions change, or if we expand our business into jurisdictions
that have adopted more stringent requirements than those in which we currently conduct business, we may have to incur significant expenses
in order to comply or we might have to restrict our operations. In addition, if we do not comply with applicable laws, regulations and
decisions, we may lose licenses needed for the conduct of our business and be subject to civil fines and criminal penalties, any of which
could have a material adverse effect upon our business, results of operations or financial condition.

 Risks Related to Our Plan to Transform Equus Into
an Operating Company

 In our efforts to
pursue the transformation of Equus into an operating company, we are exploring and evaluating strategic alternatives for the Fund and
we cannot assure you that we will be successful in identifying a strategic alternative, that such strategic alternative will yield additional
value for our stockholders or that the process will not have an adverse impact on our business.

 In prior years,
we announced our plan to effect the restructuring of the Fund as an operating company no longer subject to the 1940 Act, which transaction
could take the form of a sale of Equus, a restructuring, a recapitalization, merger, or other business combination, or the conversion
of Equus into a permanent capital vehicle. We cannot provide any assurance that the exploration of strategic alternatives will result
in the identification or consummation of a transformative transaction of Equus into an operating company or permanent capital vehicle.
Similarly, any strategic decision will involve risks and uncertainties, and we cannot provide any assurance that any strategic alternative,
if identified, evaluated and consummated, will provide the anticipated benefits or otherwise enhance stockholder value. The process is
ongoing and, although we believe we will consummate a transaction that would result in the transformation of Equus into an operating company
during 2025, we may be wrong. Our Board of Directors has not set a timetable for completion of the evaluation of a potential transaction.

 We expect to incur
substantial costs associated with identifying and evaluating potential strategic alternatives incident to a transformative transaction.
Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors,
market conditions, industry trends, the interest of third parties in our business, stockholder approval and the availability of financing
to potential buyers or to Equus on reasonable terms. The process of exploring strategic alternatives may be time consuming and disruptive
to our business operations. We are also subject to other risks in connection with the uncertainty created by the strategic review process,
including stock price volatility and the ability to retain qualified employees. We do not currently intend to disclose further developments
with respect to this process, unless and until our Board of Directors approves a specific transaction or otherwise concludes the review
of strategic alternatives.

 If we are unable to effectively manage
the strategic review process, our business, financial condition, liquidity and results of operations could be adversely affected.

 If we reorganize as an operating company, we will
likely not seek to req ualify as a RIC under the Code.

 If we were to reorganize
as an operating company, we would not seek to reinstate our status as a RIC. As noted above under Regulated Investment Company Tax
Status, if we do not requalify as a RIC, we will be subject to corporate income tax, which would substantially reduce the amount of
income we might otherwise distribute to our shareholders.

 If
we reorganize as an operating company or a permanent capital vehicle, we will not continue to operate as a BDC.

 We have elected
to be classified as a BDC under the 1940 Act. However, if we effect a reorganization of the Fund into an operating company or a permanent
capital vehicle, we will seek to terminate our BDC classification. Holders of a majority of the outstanding common stock of the Fund have
previously approved our cessation as a BDC under the 1940 Act and authorized our Board to cause the Fund's withdrawal of its election
to be classified as a BDC. Although this authorization has expired, we expect to receive a further such authorization from our stockholders
in the future. Nevertheless, if we were to terminate our election to be classified as a BDC and were still determined by the SEC to constitute
an "investment company," we would be subject to significantly greater regulatory requirements and constraints than under those
which we presently operate, the result of which could have a material adverse effect on our results and financial condition.

 If
we reorganize as an operating company or a permanent capital vehicle, we may not be able to utilize our capital losses.

 As noted above,
we may reorganize Equus as an operating company or a permanent capital vehicle. If we reorganize as an operating company or a permanent
capital vehicle, we may lose our ability to offset future income against our cumulative capital losses. If we reorganized as an operating
company or a permanent capital vehicle and were unable to offset future income against these capital losses, the result could have a material
adverse effect on our future operating results and our financial condition.

 If we reorganize
as an operating company or a permanent capital vehicle, our stockholders will no longer have certain protections under the 1940 Act.

 If we withdraw
the Fund's election to be treated as a BDC, Equus will no longer be subject to regulation under the 1940 Act, which is designed
to protect the interests of investors in investment companies. Specifically, our stockholders would no longer have the following protections
of the 1940 Act:

 Leverage Limits. We would no longer be subject to the requirement
in Section 61 of the 1940 Act that we maintain a ratio of assets to senior securities (such as senior debt or preferred stock) of at least
150% and we would not be limited by statute or regulation to the amount of leverage we could incur.

 Range of Investments. We would no longer be prohibited from investing
in certain types of companies, such as brokerage firms, insurance, companies, and investment companies.

 Changes in Financial Reporting. While the conversion of Equus
into an operating company will enable us to consolidate the financial results of entities we control, a change in our method of accounting
could also reduce the reported value of our investments in controlled privately-held companies by eliminating our ability to report an
increase in the fair value of these holdings.

 Protection of Directors and Officers. We would no longer be prohibited
from protecting any director or officer against any liability to the Fund or our stockholders arising from willful malfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the conduct of that person's office, although there are similar
limitations under Delaware law, our Certificate of Incorporation, and our Bylaws that would still apply.

 Fidelity Bond. We would no longer be required to provide and maintain
an investment company blanket bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement.

 Director Independence. We would no longer be required to ensure
that a majority of our directors are persons who are not "interested persons," as that term is defined in the 1940 Act, and
certain persons, such as investment bankers, that would be prevented from serving on our Board if we were a BDC. However, assuming we
can comply with the NYSE's listing standards for operating companies, we will remain subject to NYSE listing standards that require
the majority of directors of a listed company and all members of its compensation, audit and nominating committees to be "independent"
as defined under NYSE rules.

 Affiliate Transactions. We would no longer be subject to provisions
of the 1940 Act regulating transactions between BDCs and certain affiliates, although we would still be subject to conflict of interest
rules and governance procedures that exist under Delaware law and NYSE rules.

 Share Issuances. We would no longer be subject to provisions of
the 1940 Act restricting our ability to issue shares below NAV or in exchange for services, nor would we be restricted in issuing more
than one class of equity securities or instruments that could be converted into other classes of equity securities.

 Share Repurchases. We would no longer be restricted under the
1940 Act in our ability to repurchase shares from our stockholders, and would instead be subject only to NYSE rules and Delaware corporate
law requirements for such repurchases.

 Change of Business. We would be able to change the nature of our
business and fundamental investment policies without having to obtain the approval of our stockholders.

 Director and Officer Incentives. We would no longer require exemptive
relief from the SEC before implementing incentive compensation plans for our key executives and non-executive directors.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Our operations and other aspects of
our business rely heavily on various information technology systems which are largely managed by third parties. We face significant cybersecurity
threats, which are continuously increasing in sophistication, including computer viruses, internal and external security breaches, and
other cyber-attacks. These threats could disrupt our operations, lead to the loss of confidential information, and hinder our ability
to accurately report our financial results in a timely manner. We have adopted a Cybersecurity Policy to create effective administrative,
technical, electronic, and physical protections to safeguard the personal information of Company personnel, confidential information concerning
our portfolio investments and the integrity of the Company's information systems.

 We have created an Information
Security Team, consisting of our Chief Financial Officer and our Chief Compliance Officer, to implement and administer our Cybersecurity
Policy. Our Chief Financial Officer and Chief Compliance Officer have each served in senior management
positions for a number of years, have received cybersecurity training from time to time in connection with their professional certifications,
and have overseen and supervised the activities of external information technology personnel of the Fund during this period. Among
the duties and responsibilities of our Information Security Team are the following:

 Ensuring that all Equus personnel are aware of the Cybersecurity Policy
and agree to adhere to its requirements;

 Establishing that information concerning the Fund is stored on encrypted
cloud-based servers accessible only by authorized Equus personnel;

 Providing that all of the Company's information systems are backed
up daily, with offline copies available in the event that a major security issue arises;

 Testing and evaluating cybersecurity safeguards via the use of third-party
information technology service providers;

 Reviewing the security measures in the Company's Cybersecurity
Policy annually or when there is a change in applicable laws or regulations or in business activities of Equus; and

 Conducting training as necessary for all Equus personnel; and

 Reporting cybersecurity matters to our Board of Directors who provide
oversight of our Information Security Team.

 We utilize third-party services and
tools for identifying, protecting against, and detecting cyber incidents, and also partner with external vendors to augment our internal
security capabilities. Additionally, we engage third-parties to conduct independent assessments of our cybersecurity infrastructure to
evaluate the efficiency and effectiveness of our detection capabilities, along with our response mechanisms, and overall risk management.

 Our approach to managing cybersecurity
risks is part of a continuous improvement process, both in the context of cybersecurity and broader operational risk management. This
ongoing process, which includes personnel training, is aimed at routinely reviewing and, as necessary, improving, our oversight processes
and tools to ensure they remain effective and resilient in their management of cybersecurity risk.

 Material Impact of Cybersecurity Threats

 While we have yet to experience
a material cybersecurity event, we acknowledge the persistent and evolving nature of these threats, which have the potential to materially
impact our business strategy, operations, and financial results adversely. We maintain robust policies and procedures focused on cybersecurity
incident management, ensuring timely communication and escalation to all relevant stakeholders. This enables faster response and effective
communication, including public disclosure if a material cybersecurity event were to occur.

 Board of Directors Oversight

 Our Board of Directors oversees risks
related to cybersecurity, including the security of our corporate, financial, and portfolio investment information and the steps management
is taking to monitor and control these risks. Our Chief Compliance Officer conducts regular meetings with our independent directors to
discuss various compliance matters, including any cybersecurity issues, and also delivers a comprehensive Annual Compliance Report to
the Board, which report also addresses cybersecurity matters.

 Item 2. Properties

 We do not own any real estate or other
physical properties. Our principal executive offices are located at 700 Louisiana St. 41st Floor, Houston, Texas 77002. Should we remain
a BDC and not consummate the transformation of Equus into an operating company, we believe that these leased office facilities are suitable
and adequate for our business as it is contemplated to be conducted.

 Item 3. Legal Proceedings

 From time
to time, the Fund is a party to certain proceedings incidental to the normal course of our business including the enforcement of our rights
under contracts with our portfolio companies. While the outcome of any potential legal proceedings cannot at this time be predicted with
certainty, we do not expect that any such proceedings will have a material effect upon the Fund's financial condition or results
of operations.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securitie s

 Our common stock
is listed on the NYSE under the symbol "EQS". We had approximately 1,640 stockholders as of December 31, 2024, 586 of whom
were registered holders. Registered holders do not include those stockholders whose stock has been issued in street name. As of December
31, 2024, our net asset value per share was $2.17.

table reflects the high and low closing sales prices per share of our common stock on the NYSE, and net asset value ("NAV")
per share for each of the three years ended December 31, 2024, by quarter:

 2024

 2023

 2022

 Q1

 Q2

 Q3

 Q4

 Q1

 Q2

 Q3

 Q4

 Q1

 Q2

 Q3

 Q4

 High

 $
 1.68

 $
 1.53

 $
 1.48

 $
 1.40

 $
 1.75

 $
 1.65

 $
 1.55

 $
 1.51

 $
 2.71

 $
 2.70

 $
 2.63

 $
 1.83

 Low

 1.42

 1.25

 1.24

 1.04

 1.44

 1.46

 1.35

 1.38

 2.20

 2.35

 1.49

 1.39

 NAV

 3.38

 3.66

 2.96

 2.17

 2.52

 2.96

 3.49

 3.55

 2.77

 2.75

 2.68

 2.61

 Stock Performance Graph

 The following graph compares the cumulative
total return on our common stock with the cumulative total return of the NYSE Composite Index and the S&P 500 Index for the five years
ended December 31, 2024. This comparison assumes $100.00 was invested in our common stock at the closing price of our common stock on
December 31, 2019 and in the comparison groups and assumes the reinvestment of all cash dividends on the ex-dividend date prior to any
tax effect. The stock price performance shown on the graph below is not necessarily indicative of future price performance.

 If we requalify
as a RIC, we will be required to distribute to our stockholders, in a timely manner, at least 90% of our taxable net investment income
each year. If we do not distribute, in a timely manner, 98.2% of our taxable net capital gains and 90% of our taxable net investment income
each year (as well as any portion of the respective 2% balances not distributed in the previous year), we will be subject to a 4% non-deductible
federal excise tax on certain undistributed income of regulated investment companies. Under the 1940 Act, we are not permitted to pay
dividends to stockholders unless we meet certain asset coverage requirements. If taxable net investment income is retained, we will be
subject to federal income and excise taxes. We reserve the right to retain net long-term capital gains in excess of net short-term capital
losses for reinvestment or to pay contingencies and expenses. Such retained amounts, if any, will be taxable to the Fund as long-term
capital gains and our stockholders will be able to claim their proportionate share of the federal income taxes paid by the Fund on such
gains as a credit against their own federal income tax liabilities. Stockholders will also be entitled to increase the adjusted tax basis
of their fund shares by the difference between their undistributed capital gains and their tax credit.

 We invest in companies
that are believed to have a high potential for capital appreciation, and we intend to realize the majority of our profits upon the sale
of our investments in portfolio companies. Consequently, most of the companies in which we invest do not have established policies of
paying annual dividends. However, a portion of the investments in portfolio securities held by the Fund consists of interest-bearing subordinated
debt securities or dividend-paying preferred stock.

 Item 6. [Reserved]

 Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations

 We are
incorporating by reference Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual
Report on Form 10-K for management's discussion and analysis of financial condition and results of operations for the fiscal year
2023 compared to fiscal year 2022.

 Overview

 Equus is
a BDC that provides financing solutions for privately held middle market and small capitalization companies. We began operations in 1983
and have been a publicly traded closed-end fund since 1991. Our investment objective is to seek the highest total return, consisting of
capital appreciation and current income. Consistent with our announced intention to transform Equus into an operating company or a permanent
capital vehicle, our shareholders have previously authorized our Board to withdraw our BDC election and, although this authorization has
since expired, we expect to receive a further authorization from our stockholders in the future. Nevertheless, we will not withdraw this
election unless and until we have entered into a definitive agreement to convert Equus into an operating company or a permanent capital
vehicle. Further, we will also require a subsequent affirmative vote from holders of a majority of our outstanding voting shares to enter
into any such definitive agreement or change the nature of our business. See Significant Developments – Authorization to Withdraw
BDC Election above.

 As a BDC, we
are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of the
Fund's total assets in "qualifying assets," including securities of private U.S. companies, certain public U.S.
companies with a total market capitalization not in excess of $250 million, cash, cash equivalents, U.S. government securities and
short-term high-quality debt investments. Prior to the fourth quarter of 2024, Equus qualified as a RIC under Subchapter M of the
Code and may seek to requalify as a RIC in the future. To qualify as a RIC, we must meet certain source of income and asset
diversification requirements. If we comply with the provisions of Subchapter M, the Fund generally would not have to pay
corporate-level income taxes on any income that is distributed to our stockholders.

Income. We generate investment income from interest payable on the debt securities that the Fund holds, dividends received on equity
interests in our portfolio companies and capital gains, if any, realized upon sales of equity and, to a lesser extent, debt securities
in the investment portfolio. Our equity investments may include shares of common and preferred stock, membership interests in limited
liability companies and warrants to purchase additional equity interests. These equity securities may or may not pay dividends, and the
exercise prices of warrants that we acquire in connection with debt investments, if any, vary by investment. Our debt investments in portfolio
companies may be in the form of senior or subordinated loans and may be unsecured or have a first or second lien on some or all of the
assets of the borrower. Our loans typically have a term of three to seven years and bear interest at fixed or floating rates. Interest
on these debt securities is generally payable either quarterly or semiannually. Some promissory notes held by the Fund provide that a
portfolio company may elect to pay interest in cash or provide that discount interest may accrete in the form of original issue discount
or payment-in-kind (PIK) over the life of the notes by adding unpaid interest amounts to the principal balance. Amortization of principal
on our debt investments is generally deferred for several years from the date of initial investment. The principal amount of these debt
securities and any accrued but unpaid interest generally will become due at maturity. We also earn interest income at market rates on
investments in short-term marketable securities. From time to time, we generate income in the form of commitment, origination, structuring,
and extension fees in connection with our investments. We recognize all such fees when earned.

 Expenses.
 Currently, our primary operating expenses include director fees and expenses, professional fees, compensation expense, and general
and administrative fees. During 2024, 2023 and 2022, we did not incur any non- recurring expenses.

 Non-Operating
Subsidiary. We have established Equus Total Return (Canada) Inc. as a wholly-owned subsidiary to facilitate payments to Canadian personnel
and contractors who provide services to the Fund. We consider Equus Total Return (Canada) Inc. a disregarded entity for accounting purposes,
inasmuch as it does not have active operations.

 Operating
Activities. We use cash to make new investments and follow-on investments in our existing portfolio companies. We record these investments
at cost on the applicable trade date. Realized gains or losses are computed using the specific identification method. On an ongoing basis,
we carry our investments in our financial statements at fair value, as determined by our board of directors. See " Critical Accounting
Policies – Valuation of Investments " below. 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. At that time, we had invested 100% in membership interests
in limited liability companies.

 Commitments. Under certain circumstances, we
make follow-on investments in some of our portfolio companies. As of December 31, 2024,
we had no outstanding commitments in our portfolio companies.

 Financing Activities.
 From time to time, we use leverage to finance a portion of our investments. We then repay such debt from the sale of portfolio securities.
Under the 1940 Act, we have the ability to borrow funds and issue debt securities or preferred stock that are referred to as senior securities,
subject to certain restrictions, including an overall limitation on the amount of outstanding debt, or leverage, relative to equity of
1.5:1. Because of the nature and size of our portfolio investments, we have periodically borrowed funds to make qualifying investments
in order to maintain our qualification as a RIC. During the first three quarters of 2024
and all of 2023, we borrowed such funds by accessing a margin account with a securities brokerage firm. We invested the proceeds of these
margin loans in high-quality securities such as U.S. Treasury securities until they were repaid. We refer to these high-quality investments
as "restricted assets" because they are not generally available for investment in portfolio companies under the terms of borrowing.
If, in the future, we seek to requalify as a RIC and cannot borrow funds to make such qualifying investments at the end of any future
quarter, we would not so requalify and would, as a non-RIC, be subject to corporate-level income tax on our net investment income and
realized capital gains, if any. In addition, our distributions to stockholders would be taxable as ordinary dividends to the extent paid
from earnings and profits. See " Federal Income Tax Considerations."

 Distributions.
So long as we remain a BDC, save for minor exceptions we will continue to pay out net investment income and/or realized capital gains,
if any, on an annual basis as required under the 1940 Act.

 Possible Share
Repurchase. As a closed-end BDC, our shares of common stock are not redeemable at the option of stockholders, and our shares currently
trade at a discount to their net asset value. Our Board has determined that it would be in the best interests of our stockholders to reduce
or eliminate this market value discount. Accordingly, we have been authorized to, and may from time to time, repurchase shares of our
outstanding common stock (including by means of tender offers or privately negotiated transactions) in an effort to reduce or eliminate
this market discount or to increase the net asset value of our shares. We are not required to undertake, and we have not previously undertaken,
any such share repurchases, nor do we further anticipate taking any such action in 2025.

 2016 Equity Incentive Plan

 On June 13,
2016, our shareholders approved the adoption of our 2016 Equity Incentive Plan ("Incentive Plan"). On January 10, 2017, the
SEC issued an order approving the Incentive Plan and certain awards intended to be made thereunder. The Incentive Plan is intended to
promote the interests of the Fund by encouraging officers, employees, and directors of the Fund and its affiliates to acquire or increase
their equity interest in the Fund and to provide a means whereby they may develop a proprietary interest in the development and financial
success of the Fund, to encourage them to remain with and devote their best efforts to the business of the Fund, thereby advancing the
interests of the Fund and its stockholders. The Incentive Plan is also intended to enhance the ability of the Fund and its affiliates
to attract and retain the services of individuals who are essential for the growth and profitability of the Fund.

 The Incentive
Plan permits the award of restricted stock as well as common stock purchase options. The maximum number of shares of common stock that
are subject to awards granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026.
On March 17, 2017, we granted awards of restricted stock under the Plan to certain of our directors and executive officers in the aggregate
amount of 844,500 shares. The awards are each subject to a vesting requirement over a 3-year period unless the recipient thereof is terminated
or removed from their position as a director or executive officer without "cause", or as a result of constructive termination,
as such terms are defined in the respective award agreements entered into by each of the recipients and the Fund. We account for share-based
compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted
stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize
the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term.
Inasmuch as all existing awards under the Incentive Plan became fully-vested prior to 2021, we recorded no compensation expense relating
to awards made under the Incentive Plan for the years ended December 31, 2024, 2023 and 2022.

 Critical Accounting Estimates

 We follow
the accounting and reporting guidance in FASB Accounting Standards Codification Topic 946 "Financial Services – Investment
Companies." Our financial statements are based on the selection and application of significant accounting policies, which require
management to make significant estimates and assumptions. We believe that the following are some of the more critical judgment areas in
the application of our accounting policies that currently affect our financial condition and results of operations.

 Valuation of Investments

 For most of our
investments, market quotations are not available. With respect to investments for which market quotations are not readily available or
when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation process each quarter,
as described below:

 1.
 Each portfolio company or investment is reviewed by our investment professionals;

 2.
 With respect to investments with a fair value exceeding
$2.5 million that have been held for more than one year, we engage independent valuation firms to assist our investment professionals.
These independent valuation firms conduct independent valuations and make their own independent assessments;

 3.
 Our Management produces a report that summarizes each of our portfolio
investments and recommends a fair value of each such investment as of the date of the report;

 4.
 The Audit Committee of our Board reviews and discusses the preliminary
valuation of our portfolio investments as recommended by Management in their report and any reports or recommendations of the independent
valuation firms, and then approves and recommends the fair values of our investments so determined to our Board for final approval; and

 5.
 The Board discusses valuations and determines the fair value of each portfolio
investment in good faith based on the input of our Management, the respective independent valuation firm, as applicable, and the Audit
Committee.

 During the first
twelve months after an investment is made, we rely on the original investment amount to determine the fair value unless significant developments
have occurred during this twelve-month period which would indicate a material effect on the portfolio company (such as results of operations
or changes in general market conditions).

are valued utilizing a yield analysis, enterprise value ("EV") analysis, net asset value analysis, liquidation analysis, discounted
cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied
by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first
determined and allocated over the portfolio company's securities in order of their preference relative to one another (i.e., "waterfall"
allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data
of guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net
asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings
stream by an appropriate capitalization rate.

 For this purpose,
we consider capitalization rates for similar enterprises as may be obtained from guideline public companies and/or relevant transactions.
The liquidation analysis is intended to approximate the net recovery value of an investment based on, among other things, assumptions
regarding liquidation proceeds based on a hypothetical liquidation of a portfolio company's assets. The discounted cash flow analysis
uses valuation techniques to convert future cash flows or earnings to a range of fair values from which a single estimate may be derived
utilizing an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about
those future amounts.

 In applying
these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant: security
covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company's
ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer
companies; the principal market; and enterprise values, among other factors. Also, any failure by a portfolio company to achieve its business
plan or obtain and maintain its financing arrangements could result in increased volatility and result in a significant and rapid change
in its value.

 Our general intent
is to hold our loans to maturity when appraising our privately held debt investments. As such, we believe that the fair value will not
exceed the cost of the investment. However, in addition to the previously described analysis involving allocation of value to the debt
instrument, we perform a yield analysis assuming a hypothetical current sale of the security to determine if a debt security has been
impaired. The yield analysis considers changes in interest rates and changes in leverage levels of the portfolio company as compared to
the market interest rates and leverage levels. Assuming the credit quality of the portfolio company remains stable, the Fund will use
the value determined by the yield analysis as the fair value for that security if less than the cost of the investment.

 We will record
unrealized depreciation on investments when we determine that the fair value of a security is less than its cost basis and will record
unrealized appreciation when we determine that the fair value is greater than its cost basis.

 Because of the
inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable market values, amounting to $27.5
million and $40.9 million as of December 31, 2024 and 2023, respectively, our fair value determinations may materially differ from the
values that would have been used had a ready market existed for the securities. See Note 3 to the financial statements included
in Item 8.

 We adjust
our net asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of
private securities, generally determined on a quarterly basis or as announced in a press release, and report those amounts to Lipper Analytical
Services, Inc. Our net asset value appears in various publications, including Barron's and The Wall Street Journal.

 Current Market Conditions

 U.S. GDP
increased at an annualized rate of 2.3% in the fourth quarter of 2024, which was relatively consistent with consensus estimates for the
quarter, but lower than GDP growth for the third quarter of 2024 (3.1%), as well as the fourth quarter of 2023 (3.2%). Overall GDP growth
for the full year 2024 was 2.8% compared to 2.9% in 2023. The increase in GDP during the fourth quarter of 2024 was driven principally
by consumer spending, offset by a decrease in business investment during the quarter. The Congressional Budget Office is projecting GDP
growth of 1.9% for 2025 and 1.8% for 2026. The CBO report was released prior to the inauguration of the new U.S. President and the administration's
imposition of tariffs which has resulted in a downward adjustment to GDP forecasts. Citing tariff concerns, Morgan Stanley revised its
GDP growth forecast for 2025 and 2026 from 1.9% and 1.3%, respectively, to 1.5% and 1.2%. (Sources: Bureau of Economic Analysis; Morgan
Stanley; Congressional Budget Office).

 As of February
2025, the U.S. unemployment rate stood at 4.1%, and has remained largely stable for a considerable period, fluctuating between 3.4% and
4.1% for the previous 36 months. With the advent of tariffs, government layoffs, and a more aggressive deportation policy for undocumented
immigrants, most economists are projecting the unemployment rate to increase during the remainder of 2025. Moreover, the labor participation
rate remains at approximately 62.5%, below the pre-pandemic high of 63.3% of February 2020. Most of the recent employment gains in 2023
and 2024 were due to gains in the leisure and hospitality industry, construction, trade, transportation, and utilities. (Sources: U.S.
Bureau of Labor Statistics; Trading Economics).

 Beginning
in 2021 and continuing through 2022, consumer prices increased the most in four decades, reaching a high of 8.3%, before steadily declining,
more or less, throughout 2023 and 2024, finishing the year at 2.9%. This trend has continued into January 2025, where the U.S. Bureau
of Labor Statistics reported an annualized rate of 3.0%. Notwithstanding a projected slowing of the U.S. economy for 2025, most economists
are projecting similar rates of inflation for 2025 as compared to 2024, principally due to the effect of expected tariffs on imported
goods. (Sources: U.S. Bureau of Labor Statistics; Morgan Stanley).

 Global merger
and acquisition activity in 2024 was approximately $2.2 trillion, a slight increase from $2.1 trillion in 2023, but well off the high
of $4.1 trillion in 2021. Financial services, materials, industrials, and information technology were the sectors that experienced the
most significant dealmaking activity during the year. Most analysts expect consolidation activity in 2025 to increase over 2024, principally
due to expected lower costs of capital. (Sources: S&P Global; Ernst & Young).

 Private equity
activity increased from $1.9 trillion in 2023 to $2.1 trillion in 2024, reversing a downward trend from 2021 and 2022 and the highs experienced
during the Covid-19 pandemic. Nevertheless, private equity fundraising was lower for the third straight year due to a weak exit environment
that has constrained liquidity, with fund flows down 30% in 2024 as compared to 2023. (Source: S&P Global)

 During 2024, our
net asset value decreased from $3.55 per share as of December 31, 2023 to $2.17 per share as of December 31, 2024. As of December 31,
2024, our common stock was trading at a 62.9% discount to our net asset value as compared to 59.2% as of December 31, 2023.

 Over the past several
years, we have executed certain initiatives to enhance liquidity, achieve a lower operational cost structure, provide more assistance
to portfolio companies and realize certain of our portfolio investments. Specifically, we changed the composition of our Board of Directors
and Management, terminated certain of our follow- on investments, internalized the management of the Fund, suspended our managed distribution
policy, modified our investment strategy to pursue shorter term liquidation opportunities, pursued non-cash investment opportunities,
and sold certain of our legacy and underperforming investment holdings. We believe these actions continue to be necessary to protect capital
and liquidity in order to preserve and enhance shareholder value. Because our Management is internalized, certain of our expenses should
not increase commensurate with an increase in the size of the Fund and, therefore, if we remain a BDC, we expect to achieve efficiencies
in our cost structure if we are able to grow the Fund.

 Liquidity and Capital Resources

 The Company
defines cash equivalents as securities that are readily convertible into known amounts of cash and near their maturity that they present
insignificant risk of changes in value because of changes in interest rates. Generally, only securities with a maturity of three months
or less from the date of purchase would qualify, with limited exceptions. The Company deems that certain money market funds, U.S. Treasury
bills, repurchase agreements and other high-quality, short-term debt securities would qualify as cash equivalents (See Note 2 to the financial
statements.)

 We generate cash
primarily from maturities, sales of securities and borrowings, as well as capital gains realized upon the sale of portfolio investments.
We use cash primarily to make additional investments, either in new companies or as follow-on investments in the existing portfolio companies
and to pay the dividends to our stockholders.

 Because of
the nature and size of the portfolio investments, we have, until the fourth quarter of 2024, periodically borrowed funds to make qualifying
investments to maintain our prior tax status as a RIC. As a RIC, we often borrowed such funds by utilizing a margin account with a securities
brokerage firm. If we seek to requalify as a RIC, t here is no assurance that such arrangement
will be available in the future. If the Fund is unable to borrow funds to make qualifying investments, it may no longer requalify as a
RIC. The Fund would then continue to be subject to corporate income tax on its net investment income and realized capital gains, and distributions
to stockholders would be subject to income tax as ordinary dividends.

 The Fund
has the ability to borrow funds and issue forms of senior securities representing indebtedness or stock, such as preferred stock, subject
to certain restrictions. Net taxable investment income and net taxable realized gains from the sales of portfolio investments are intended
to be distributed at least annually, to the extent such amounts are not reserved for payment of expenses and contingencies or to make
follow-on or new investments.

 The Fund reserves
the right to retain net long-term capital gains in excess of net short-term capital losses for reinvestment or to pay contingencies and
expenses. Such retained amounts, if any, will be taxable to the Fund as long- term capital gains and stockholders will be able to claim
their proportionate share of the federal income taxes paid on such gains as a credit against their own federal income tax liabilities.
Stockholders will also be entitled to increase the adjusted tax basis of their Fund shares by the difference between their undistributed
capital gains and their tax credit.

 We are evaluating
the impact of current market conditions on our portfolio company valuations and their ability to provide current income. We have followed
valuation techniques in a consistent manner; however, we are cognizant of current market conditions that might affect future valuations
of portfolio securities. Our operating cash flow and cash on hand is not sufficient to meet operating requirements or to finance routine
capital expenditures through the next twelve months. We are therefore seeking liquidity from the sale of our portfolio interests, as well
as seeking external debt and equity financing from third parties. Should either or both of the foregoing events not occur as contemplated,
the Fund will not have the necessary funds to maintain normal operations and, therefore, substantial doubt would exist about the Fund's
ability to continue as a going concern. Further, if we effect a transformation of the Fund into an operating company as described under
" Significant Developments – Authorization to Withdraw BDC Election " above, we may utilize some or a substantial
portion of our current liquidity in connection with a contemplated transaction as payment of the purchase price and to pay associated
legal, due diligence, accounting, and other fees. Further, we may borrow funds from financial institutions or other providers of debt
capital to provide and pay for a part of the consideration and expenses necessary to effect a conversion of Equus into an operating company.

 Year Ended December 31, 2024

31, 2024, we had total assets of $29.9 million, of which $27.5 million were invested in portfolio investments and $0.3 million were invested
in cash and cash equivalents.

 Operating
Activities. We generated $38.2 million in cash for operating activities in 2024 principally due to $45.1 million sales in net investments
in U.S. Treasury bills, offset by $2.2 million in investments, along with $4.6 million in fees to professional advisors, directors and
other fees.

 Financing Activities.
We used $45.0 million in cash from financing activities for 2024, principally in connection with repayments net of borrowings on margin.
We did not declare any dividends in 2024.

 Year Ended December 31, 2023

31, 2023, we had total assets of $93.5 million, of which $40.9 million were invested in portfolio investments and $6.5 million were invested
in cash and cash equivalents.

31, 2023, we also had $45.4 million of U.S. Treasury bills and restricted cash, including primarily the proceeds of a quarter-end margin
loan that we incurred to maintain the diversification requirements applicable to a RIC. Of this amount, $45.0 million was invested in
U.S. Treasury bills and $0.4 million represented a required 1% brokerage margin deposit. These securities were held by a securities brokerage
firm and pledged along with other assets to secure repayment of the margin loan. The U.S. Treasury bills matured on January 4, 2024 and
we subsequently repaid this margin loan. The margin interest was paid on February 4, 2024.

 Operating
Activities. We used $51.4 million in cash for operating activities in 2023 principally due to $8.3 million in investments, $4.3
million in fees to professional advisors, director and other fees, along with $38.9
million increase in net investments in U.S. Treasury bills.

 Financing Activities.
We provided $39.1 million in cash from financing activities for 2023, principally in connection with net borrowings on margin. We did
not declare any dividends in 2023.

 Results of Operations Investment Income and Expense

 Year Ended December
31, 2024 as compared to Year Ended December 31, 2023

 Total income from portfolio
securities was $1.3 million for 2024 and $0.3 for 2023. Compensation expense decreased to
$1.8 million in 2024 from $1.9 million in 2023.

 As a result of the factors described above,
net investment loss after expenses was $3.3 million for 2024 as compared to a net investment loss of $4.0 million in 2023.

 Summary of Portfolio Investment Activity

 Year Ended December 31, 2024

 During 2024, we made an $2.2 million investment in Morgan
E&P, LLC.

 The following table includes summarizes investment activity
during the year ended December 31, 2024 (in thousands):

 New

 Cash

 Cash

 PIK

 Total

 $
 —

 $
 —

 $
 2,247

 $
 —

 $
 2,247

 $
 —

 $
 —

 $
 2,247

 $
 —

 $
 2,247

 Year Ended December 31, 2023

 During 2023, we made an $8.3 million investment in Morgan
E&P, LLC.

 The following table includes summarizes investment activity
during the year ended December 31, 2023 (in thousands):

 New

 Cash

 Cash

 PIK

 Total

 $
 8,253

 $
 —

 $
 —

 $
 —

 $
 8,253

 $
 8,253

 $
 —

 $
 —

 $
 —

 $
 8,253

 Year Ended December 31, 2022

 During 2022, we made a $0.15 million follow-on investment
in Equus Energy, LLC.

 The following table includes summarizes investment activity during
the year ended December 31, 2022 (in thousands):

 New

 Cash

 Cash

 PIK

 Total

 $
 —

 $
 —

 $

 $
 —

 $

 $
 —

 $
 —

 $

 $
 —

 $

 Realized Gains and Losses

 Year Ended December 31, 2024

 We realized capital gains of $138 thousand
as a result of disposition of U.S. Treasury bills.

 Year Ended December 31, 2023

 We realized capital gains of $34 thousand as a result
of disposition of U.S. Treasury bills.

 Year Ended December 31, 2022

 We realized capital gains of $1.0 thousand as a result
of disposition of U.S. Treasury bills.

 Changes in Unrealized Appreciation of Portfolio Securities

 Year Ended December 31, 2024

 During 2024, we
recorded a decrease of $15.6 million in net unrealized appreciation, from an unrealized appreciation of $24.5 million at December 31,
2023 to a net unrealized appreciation of $8.9 million at December 31, 2024. Such change in unrealized appreciation resulted primarily
from the decrease in the fair value of our holdings in Morgan E&P, LLC of $9.6 million, principally due to a lower forward price curve
for oil, as well as the reclassification of certain of its proved reserves from producing to non-producing. The change in unrealized appreciation
also resulted from the decrease in fair value of our holding in Equus Energy, LLC of $6.0 million, principally due to decreases in the
forward curve for oil and natural gas and its effect on the economic prospects of Equus Energy regarding future development of its oil
and gas properties. See Subsequent Events below where we sold our interest in Equus Energy in March 2025 for a combination of cash
and preferred stock valued at $4.0 million.

 Year Ended December 31, 2023

 During 2023, we
recorded an increase of $17.0 million in net unrealized appreciation, from an unrealized appreciation of $7.5 million at December 31,
2022 to a net unrealized appreciation of $24.5 million at December 31, 2023. Such change in unrealized appreciation resulted primarily
from the increase in the fair value of our holdings in Morgan E&P, LLC of $22.6 million, principally due to substantial increases
in Morgan's reserves and the reclassification of certain of its proved reserves from undeveloped to producing. The increase in the
fair value of Morgan was offset by the decrease in fair value of our holding in Equus Energy, LLC of $5.7 million, principally due to
decreases in the forward curve for natural gas and its effect on the economic prospects of Equus Energy regarding future development of
its gas properties.

 Year Ended December 31, 2022

 During 2022,
we recorded an increase of $2.5 million in net unrealized appreciation, from an unrealized appreciation of $5.0 million at December 31,
2021 to a net unrealized appreciation of $7.5 million at December 31, 2022. Such change in unrealized appreciation resulted primarily
from the increase in the fair value of our holdings in Equus Energy, LLC of $2.65 million, principally due to an increase in the cost
basis of this investment, as well as increases in oil and gas prices, as well as increases in the short- and long-term forward pricing
curves for these commodities during 2022.

 Portfolio Securities

 As of December 31, 2024, we had active investments in
the following portfolio companies:

 Morgan
E&P, LLC ("Morgan") was organized by the Fund on April 3, 2023 as a Delaware limited liability company and a
wholly-owned subsidiary of the Fund. On May 22, 2023, Morgan completed the acquisition of 4,747.52 net acres, in the Bakken/Three
Forks formation in the Williston Basin of North Dakota, and acquired approximately 1,100 additional acres on September 26, 2023. The
acreage and associated mineral rights were acquired from Pro Energy I LLC ("Pro Energy"), a company whose principals
have decades of oil and gas experience and who have themselves drilled over 1,800 horizontal wells in the Williston Basin over a
10-year period. In May 2023, we entered into an agreement with Morgan to provide it up to $10.0 million in senior debt financing,
which amount was subsequently amended to $10.5 million, subject to a schedule of disbursements and draws that we determine. As of
December 31, 2024, we advanced Morgan $10.5 million under this facility. During 2023 and 2024, Morgan substantially increased its
reserves and completed the drilling of two new wells. However, due to mechanical issues, these two wells were classified as non
producing during the fourth quarter of 2024. As a result, the fair value of our debt and equity interest in Morgan was $23.5 million
at December 31, 2024.

 We formed Equus
Energy, as a wholly-owned subsidiary of the Fund, to make investments in companies in the energy sector, with particular emphasis on income-producing
oil & gas properties. In December 2011, we contributed

 $250,000 to the capital of Equus
Energy. On December 27, 2012, we invested an additional $6.8 million in Equus Energy for the purpose of additional working capital and
to fund the purchase of $6.6 million in working interests that, as of December 31, 2024, consisted of 136 producing and non-producing
oil and gas wells, including associated development rights of approximately 21,520 acres situated on 9 separate properties in Texas and
Oklahoma. On September 30, 2020, the Fund provided an additional $0.6 million in capital to Equus Energy for the purpose of additional
working capital. On June 30, 2021, the Fund provided an additional $0.35 million in capital to Equus Energy for the purpose of additional
working capital. On December 31, 2022, the Fund provided an additional $0.15 million in capital to Equus Energy for the purpose of additional
working capital. The working interests held by Equus Energy range from a de minimus amount to 50% of the leasehold production of
these wells. The wells are operated by a number of experienced operators such as Burk Royalty, which has operating responsibility for
leasehold interests in the Conger Field, representing approximately one-third of the producing well interests. The assets were purchased
from Warren American Oil Company, LLC, a Tulsa-based oil and gas firm. The fair value of our holding in Equus Energy decreased from $10.0
million at December 31, 2023 to $4.0 million at December 31, 2024, principally due to decreases in the forward curve for oil and natural
gas and its effect on the economic viability of Equus Energy's gas reserves for future development.
 See Subsequent Events below where we sold our interest in Equus Energy in March 2025 for a combination of cash and preferred
stock valued at $4.0 million.

 Off Balance Sheet Arrangements

 Our current
office space lease since December 31, 2020 is on a month-to-month basis. Rent expense, inclusive of common area maintenance costs, was
$97,000 for the year ended December 31, 2024.

 Contractual Obligations

31, 2024, we had no outstanding commitments to our portfolio company investments.

 Dividends

 So long as
we remain a BDC, we will continue to pay out net investment income and/or realized capital gains, if any, on an annual basis as required
under the 1940 Act.

 Subsequent Events

 Our Management
performed an evaluation of the Fund's activity through the date the financial statements were issued, noting the following subsequent
events:

 Issuance of
Convertible Note and Warrants. On February 10, 2025, we issued a 1-year senior convertible promissory note bearing interest at the
rate of 10.0% per annum in exchange for $2.0 million in cash ("Equus Note"). The Equus Note is convertible into shares of
the Fund's common stock at a conversion price of $1.50 per share. Contemporaneously with the issuance of the Note, the Fund also
issued two common stock purchase warrants to acquire an aggregate of 2,000,000 shares of the Fund's common stock at an exercise
price of $1.50 per share.

 New Portfolio
Investment. On February 10, 2025, we purchased from General Enterprise Ventures, Inc., a developer of fire suppression products ("GEVI"),
a 1-year senior convertible promissory note bearing interest at the rate of 10% per annum, in exchange for $1.5 million in cash ("GEVI
Note"). The GEVI Note is convertible into shares of GEVI's common stock at a conversion price of $0.40 per share. Contemporaneously
with the purchase of the GEVI Note, the Fund also received a common stock purchase warrant to acquire an aggregate of 1,875,000 shares
of GEVI common stock at an exercise price of $0.50 per share.

 Sale of Equus
Energy. On March 3, 2025, we sold Equus Energy to North American Energy Opportunities Corp., a developer of upstream oil and gas assets
("NAEOC"). The consideration provided by NAEOC consisted of $1.25 million in cash and 27,500 shares of preferred stock, redeemable
within 6 months of the date of issuance at $100.00 per share based upon fulfillment of certain conditions.

 Item 7A. Quantitative
and Qualitative Disclosures About Market Risk

 We are subject
to financial market risks, including changes in interest rates with respect to investments in debt securities and outstanding debt payable,
as well as changes in marketable equity security prices. In the future, we may invest in companies outside the United States, including
in Europe and Asia, which would give rise to exposure to foreign currency value fluctuations. We do not use derivative financial instruments
to mitigate any of these risks. The return on investments is generally not affected by foreign currency fluctuations.

 Our investments
in portfolio securities consist of some fixed-rate debt securities. Since the debt securities are generally priced at a fixed rate, changes
in interest rates do not directly affect interest income. In addition, changes in market interest rates are not typically a significant
factor in the determination of fair value of these debt securities, since the securities are generally held to maturity. We determine
their fair values based on the terms of the relevant debt security and the financial condition of the issuer.

 A major
portion of our investment portfolio consists of equity investments in private companies. Modest changes in public market equity prices
generally do not significantly impact the estimated fair value of these investments. However, significant changes in market equity prices
can have a longer-term effect on valuations of private companies, which could affect the carrying value and the amount and timing of gains
or losses realized on these investments. A small portion of the investment portfolio may also consist of common stocks in publicly traded
companies. These investments are directly exposed to equity price risk, in that a hypothetical ten percent change in these equity prices
would result in a similar percentage change in the fair value of these securities.

 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 user. The value of one segment called "Energy" includes two portfolio companies
and was 93.1% 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.

 Item 8. Financial Statements and Supplementary Data

 Index to Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm - (BDO USA, P.C.; Houston, TX; PCAOB ID#243)

 Balance Sheets —As of December 31, 2024 and 202 3

 Statements of Operations —For the years ended December 31, 2024, 2023 and 202 2

 Statements of Changes in Net Assets —For the years ended December 31, 2024, 2023 and 202 2

 Statements of Cash Flows — For the years ended December 31, 2024, 2023 and 2022

 Statements of Selected Per Share Data and Ratios - For the years ended December 31, 2024, 2023, 2022, 2021 and 2020

 Schedule of Investments —December
 31, 202 4

 Schedule of Investments —December 31, 202 3

 Notes to Financial Statements

 Schedules of Investments in and Advances to Affiliates— For the year ended December 31, 202 4

 Report of Independent Registered Public Accounting Firm

 Shareholders and Board of Directors Equus Total Return,
Inc.

 Houston, Texas

 Opinion
on the Financial Statements

 We have
audited the accompanying balance sheets of Equus Total Return, Inc. (the "Fund"), including the schedules of investments,
as of December 31, 2024 and 2023, the related statements of operations, changes in net assets, and cash flows for each of the three years
in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Table of Contents in Item
15(a)(1) (collectively referred to as the "financial statements") and the selected per share data and ratios for each of the
five years in the period ended December 31, 2024. In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Fund as of December 31, 2024 and 2023, and the results of its operations, changes in net assets and its cash
flows for each of the three years in the period ended December 31, 2024, and the selected per share data and ratios for each of the five
years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Opinion
on the Financial Statements

 We have
audited the accompanying balance sheets of Equus Total Return, Inc. (the "Fund"), including the schedules of investments,
as of December 31, 2024 and 2023, the related statements of operations, changes in net assets, and cash flows for each of the three years
in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Table of Contents in Item
15(a)(1) (collectively referred to as the "financial statements") and the selected per share data and ratios for each of the
five years in the period ended December 31, 2024. In our opinion, the financial statements present fairly, in all material respects, the
financial position of the Fund as of December 31, 2024 and 2023, and the results of its operations, changes in net assets and its cash
flows for each of the three years in the period ended December 31, 2024, and the selected per share data and ratios for each of the five
years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern
Uncertainty

 The accompanying
financial statements have been prepared assuming that the Fund will continue as a going concern. As discussed in Note 2 to the financial
statements, the Fund has insufficient operating cash flows and cash on hand that raises substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

 Basis for
Opinion

 These financial
statements and the selected per share data and ratios are the responsibility of the Fund's management. Our responsibility is to
express an opinion on the Fund's financial statements and the selected per share data and ratios based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent
with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.

 We conducted
our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and the selected per share data and ratios are free of material misstatement, whether
due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we express
no such opinion.

 Our audits
included performing procedures to assess the risks of material misstatement of the financial statements and the selected per share data
and ratios, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements and the selected per share data and ratios.
Our procedures included confirmation of securities owned as of December 31, 2024, and 2023 by correspondence with the custodians. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements and the selected per share data and ratios. We believe that
our audits provide a reasonable basis for our opinion.

 Critical
Audit Matter

 The critical audit matter
communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to
be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements
and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not
alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 Valuation
of Limited Liability Company Investments

 As
described in Note 3 to the financial statements, the Fund's control investment portfolio has a total estimated fair value of $27.5
million at December 31, 2024, which includes $17.0 million of limited liability company investments. Management has determined that these
limited liability company investments are Level 3 investments in accordance with Accounting Standards Codification Topic 820 and utilize
inputs that are unobservable and significant to the fair value measurement. Management engaged an independent third-party valuation
firm and reserve engineers to assist in the determination of the fair value estimate of the Fund's limited liability company Investments.

 We
identified the valuation of the Fund's limited liability company investments as a critical audit matter. The principal considerations
for our determination are significant judgments involved in the determination of (i) the valuation techniques utilized to value these
investments which include the guideline transaction method, guideline public company method, the discounted cash flow method and
transaction price method, and (ii) the use of unobservable inputs in these valuation techniques, which include, acreage value multiples,
estimated future production, proved reserve multiple, daily production multiple and discount rate. Auditing these elements was
complex because it involved especially subjective auditor judgment, including the use of personnel with specialized skill and knowledge.

 The
primary procedures we performed to address this critical audit matter included:

 Testing
 the reasonableness of the estimated future production by: (i) comparing to historical production
 volumes and historical production decline analyses and (ii) assessing the consistency with
 evidence obtained in other areas of the audit.

 Utilizing
 personnel with specialized skill and knowledge in valuation to assist in: (i) evaluating
 the appropriateness of the valuation techniques applied to each limited liability
 company investment and (ii) evaluating whether unobservable inputs, including the acreage
 value multiples, proved reserve multiple, daily production multiple, and discount rate were
 reasonable by comparing to independent data sources.

 /s/ BDO USA, P.C.

 We have served as the Fund's auditor since 2014.

 Houston, Texas

 April 10, 2025

 EQUUS TOTAL RETURN, INC. BALANCE
SHEETS

 2024

 2023

 (in thousands, except shares and per share amounts)

 Assets

 Investments in portfolio securities at fair value:

 Control investments (cost at $18,611 and $16,364, respectively)

 $

 $

 Total investments in portfolio securities at fair value

 —

 Cash and cash equivalents

 6,533

 Restricted cash

 —

 Accounts receivable from affiliates

 Accrued interest

 1,470

 Other assets

 Total assets

 29,936

 93,547

 Liabilities and net assets

 Accounts payable

 Accrued compensation

 Accounts payable to related parties

 Borrowing under margin account

 —

 Total liabilities

 45,260

 Commitments and contingencies (See Note 6)

 Net assets

 Common stock, $.001 par value per share; 100,000,000 shares authorized as of December 31, 2024 and December 31, 2023, and 13,586,173 shares outstanding as of December 31, 2024 and December 31, 2023

 Preferred stock, $.001 par value per share; 10,000,000 shares authorized as of December 31, 2024 and December 31, 2023

 Common stock, par value

 $

 $

 Capital in excess of par value

 74,785

 74,785

 Accumulated deficit

 (45,289
)

 (26,512
)

 Total net assets

 $
 29,510

 $
 48,287

 Shares of common stock issued and outstanding, $.001 par value, 100,000 and 50,000 shares authorized, respectively

 Net asset value per share

 $
 2.17

 $
 3.55

 The accompanying notes
are an integral part of these financial statements

 EQUUS TOTAL
RETURN, INC. STATEMENTS OF OPERATIONS

 Year Ended December 31,

 (in thousands, except per share amounts)

 2024

 2023

 2022

 Investment income:

 Interest income:

 Control investments

 $
 1,245

 $

 $
 —

 Total interest income

 1,245

 —

 Interest from U.S. Treasury Bills

 —

 Total investment income

 1,274

 —

 Expenses:

 Compensation expense

 1,761

 1,937

 1,564

 Professional fees

 1,439

 1,110

 Professional liability expenses

 Director fees and expenses

 General and administrative expenses

 Mailing, printing and other expenses

 Taxes

 Interest expense

 Total expenses

 4,589

 4,284

 3,629

 Net investment loss

 (3,315
)

 (4,035
)

 (3,629
)

 Net realized gain:

 Net realized gain

 Net unrealized appreciation (depreciation) of portfolio securities:

 Control investments

)

 16,950

 2,500

 Net change in net unrealized appreciation (depreciation) of portfolio securities

)

 16,950

 2,500

 Income Taxes

 Federal income taxes

 —

 —

 —

 Net increase (decrease) in net assets resulting from operations

 $
 (18,777
)

 $
 12,949

 $
 (1,128
)

 Net increase (decrease) in net assets resulting from operations per share:

 Basic and diluted

 $
 (1.38
)

 $
 0.96

 $
 (0.08
)

 Weighted average shares outstanding:

 Basic and diluted

 13,526

 The accompanying notes are
an integral part of these financial statements

 EQUUS TOTAL RETURN, INC. STATEMENTS
OF CHANGES IN NET ASSETS

 Common Stock

 Number of Shares

 Par Value

 Capital in Excess of Par Value

 Accumulated Deficit

 Total Net Assets

 Balances as of December 31, 2024

 74,785

 (45,289
)

 $
 29,510

 Net decrease in net assets resulting from operations

 —

 —

 —

 (18,777
)

 (18,777
)

 Balances as of December 31, 2023

 74,785

 (26,512
)

 48,287

 Issuance of shares

 —

 Net increase in net assets resulting from operations

 —

 —

 —

 12,949

 12,949

 Balances as of December 31, 2022

 74,685

 (39,461
)

 35,237

 Net decrease in net assets resulting from operations

 —

 —

 —

 (1,128
)

 (1,128
)

 Balances as of December 31, 2021

 $

 $
 74,685

 $
 (38,333
)

 $
 36,365

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

 EQUUS
TOTAL RETURN, INC. STATEMENTS OF CASH FLOWS

 Year Ended December 31,

 2024

 2023

 2022

 Cash flow from operating activities:

 Net (decrease) increase in net assets resulting from operations

 $
 (18,777
)

 $
 12,949

 $
 (1,128
)

 Adjustments to reconcile net (decrease) increase in net assets resulting from operations to net cash provided by (used in) operating activities:

 (138
)

 (34
)

 (1
)

 Net change in unrealized appreciation (depreciation) of portfolio securities:

 Control investments

 15,600

 (16,950
)

 (2,500
)

 Purchase of portfolio securities

 (2,247
)

 (8,253
)

 (150
)

 Net proceeds from dispositions of portfolio securities

 —

 —

 —

 Sales (purchases) of U.S. Treasury Bills, net

 45,093

 (38,923
)

 (3,497
)

 Changes in operating assets and liabilities:

 Accounts receivable from affiliates

 (539
)

 —

 Accrued interest

 (1,245
)

 (225
)

 —

 Other assets

 (11
)

 (6
)

 Accounts payable and accrued liabilities

 (227
)

 (410
)

 Accounts payable to related parties

 (11
)

 (12
)

 Net cash provided by (used in) operating activities

 38,234

 (51,359
)

 (7,704
)

 Cash flows from financing activities:

 Borrowings under margin account

 161,907

 85,923

 16,997

 Repayments under margin account

 (206,862
)

 (46,966
)

 (13,499
)

 Issuance of common stock

 —

 —

 Net cash (used in) provided by financing activities

 (44,955
)

 39,058

 3,498

 Net (decrease) in cash and cash equivalents

 (6,721
)

 (12,301
)

 (4,206
)

 Cash and cash equivalents and restricted cash at beginning of period

 6,983

 19,284

 23,490

 Cash and cash equivalents and restricted cash at end of period

 $

 $
 6,983

 $
 19,284

 Supplemental disclosure of cash flow information:

 Interest paid

 $

 $

 $

 Income taxes paid

 $

 $

 $

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

 EQUUS TOTAL RETURN, INC.
SELECTED

 PER SHARE DATA AND RATIOS

 Year ended December 31,

 2024

 2023

 2022

 2021

 2020

 Investment income

 $
 0.09

 $
 0.02

 $
 —

 $
 —

 $
 0.02

 Expenses

 0.33

 0.32

 0.27

 0.26

 0.38

 Net investment loss

 (0.24
)

 (0.30
)

 (0.27
)

 (0.26
)

 (0.36
)

 Net realized gain (loss)

 0.01

 0.01

 —

 0.03

 1.37

 Net change in unrealized appreciation of portfolio securities

 (1.15
)

 1.25

 0.19

 0.42

 (2.05
)

 Net (decrease) increase in net assets resulting from operations

 (1.38
)

 0.96

 (0.08
)

 0.19

 (0.91
)

 Capital transactions:

 Shares issued for portfolio securities

 —

 —

 —

 —

 0.01

 Dilutive effect of shares issued

 —

 (0.02)

 —

 —

 —

 Decrease in net assets resulting from capital transactions

 —

 (0.02)

 —

 —

 0.01

 Net increase (decrease) in net assets

 (1.38
)

 0.94

 (0.08
)

 0.19

 (0.90
)

 Net assets at beginning of period

 3.55

 2.61

 2.69

 2.50

 3.40

 Net assets at end of period, basic and diluted

 $
 2.17

 $
 3.55

 $
 2.61

 $
 2.69

 $
 2.50

 Weighted average number of shares outstanding during period,

 in thousands

 13,526

 Market price per share:

 Beginning of period

 $
 1.45

 $
 1.43

 $
 2.38

 $
 2.16

 $
 1.82

 End of period

 $
 1.10

 $
 1.45

 $
 1.43

 $
 2.38

 $
 2.16

 Selected information and ratios:

 Ratio of expenses to average net assets

 11.80
 %

 8.87
 %

 10.14
 %

 9.77
 %

 13.00
 %

 Ratio of net investment loss to average net assets

 (8.52
 %)

 (8.36
 %)

 (10.14
 %)

 (9.77
 %)

 (12.20
 %)

 Ratio of net increase (decrease) in net assets resulting from operations to average net assets

 (48.28
 %)

 26.82
 %

 (3.15
 %)

 7.38
 %

 (30.82
 %)

 Total return on market price (1)

 (24.14
 %)

 1.40
 %

 (39.92
 %)

 10.19
 %

 18.68
 %

 (1) Total
return = [(ending market price per share + year-to-date dividends paid - beginning market price per share) / beginning market price per
 share ].

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

 EQUUS TOTAL RETURN, INC. SCHEDULE
OF INVESTMENTS DECEMBER 31, 2024

 (in thousands, except share
 data)

 Name and Location of

 Date of Initial

 Cost of

 Fair

 Portfolio Company (1)

 Industry

 Principal

 Value (2)

 Control Investments: Majority-owned
 (3):

 Equus Energy, LLC (4)

 Houston, TX

 December 2011

 $
 8,111

 $
 4,000

 Morgan
E&P, LLC (4)

 Houston, TX

 April 2023

 —

 13,000

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

 $

 23,500

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

 18,611

 Total Investments

 $
 18,611

 $

 (1) Under Section 55 (a) of the 1940 Act,
qualifying assets must represent at least 70% of total assets at the time of acquisitions of any non-qualifying assets. As of none of
the Fund's total assets were considered non-qualifying assets. See Note 3 to the financial statements, Valuation of Investments.

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

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

 (4) Level 3 Portfolio Investments

 (5) Income- producing

 SCHEDULE OF INVESTMENTS – (Continued)

 DECEMBER 31, 2024

 (in thousands, except share
 data)

 Our portfolio securities
are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the "Securities Act").
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 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 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 as Percentage of Net Assets

 Limited liability company investments

 $
 8,111

 $
 17,000

 57.6
 %

 Secured and subordinated debt

 35.6
 %

 Total

 $
 18,611

 $

 93.2
 %

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

 Industry

 Fair Value as Percentage of Net Assets

 $

 93.2
 %

 Total

 $

 93.2
 %

 EQUUS TOTAL RETURN, INC. SCHEDULE
OF INVESTMENTS DECEMBER 31, 2023

 (in thousands, except share
 data)

 Name and Location of

 Date of Initial

 Cost of

 Fair

 Portfolio Company (1)

 Industry

 Principal

 Value (2)

 Control Investments: Majority-owned
 (3):

 Equus Energy, LLC (4)

 Houston, TX

 December 2011

 $
 8,111

 $
 10,000

 Morgan
E&P, LLC (4)

 Houston, TX

 April 2023

 —

 22,600

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

 $
 8,253

 8,253

 8,253

 8,253

 30,853

 Total Control Investments: Majority-owned (represents 47.6% of total investments at fair value)

 16,364

 U.S. Treasury Bill

 Government

 December 2023

 UST 0% 1/24

 Total U.S. Treasury bills (represents 52.4% of total investments at
 fair value)

 Total Investments

 $
 61,319

 $
 85,808

 (1) Under Section 55 (a) of the 1940 Act,
qualifying assets must represent at least 70% of total assets at the time of acquisitions of any non-qualifying assets. As of none of
the Fund's total assets were considered non-qualifying assets. See Note 3 to the financial statements, Valuation of Investments.

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

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

 (4) Level 3 Portfolio Investments

 (5) Income- producing

 SCHEDULE OF INVESTMENTS – (Continued)

 DECEMBER 31, 2023

 (in thousands, except share
 data)

 Our portfolio securities
are restricted from public sale without prior registration under the Securities Act of 1933 (hereafter, the "Securities Act").
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 December 31, 2023, we had invested 43.7% of our assets in securities of portfolio companies
that constituted qualifying investments under the 1940 Act. As of December 31, 2023, none of our investments are considered non-qualifying
assets as all of our investments are in enterprises that are considered eligible portfolio companies 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, 2023.

 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 84.6% of our net asset value, 43.7% of our total assets and 100% of our investments in portfolio company securities
(at fair value) as of December 31, 2023. 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, 2023 (in thousands):

 Type of Securities

 Cost

 Fair Value as Percentage of Net Assets

 Limited liability company investments

 $
 8,111

 $
 32,600

 67.5
 %

 Secured and subordinated debt

 8,253

 8,253

 17.1
 %

 Total

 $
 16,364

 $

 84.6
 %

is a summary by industry of the Fund's investments in portfolio securities as of December 31, 2023 (in thousands):

 Industry

 Fair Value as Percentage of Net Assets

 $

 84.6
 %

 Total

 $

 84.6
 %

 EQUUS TOTAL RETURN,
INC.

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2024, 2023 AND 2022

 (1)
 ORGANIZATION AND BUSINESS PURPOSE

 About the Company— Equus
Total Return, Inc. ("we," "us," "our," "Equus" the "Company" and the "Fund"),
a Delaware corporation, was formed by Equus Investments II, L.P. (the "Partnership") on August 16, 1991. On July 1, 1992,
the Partnership was reorganized and all of the assets and liabilities of the Partnership were transferred to the Fund in exchange for
shares of common stock of the Fund. Our shares trade on the New York Stock Exchange ("NYSE") under the symbol 'EQS'.
On August 11, 2006, our shareholders approved the change of the Fund's investment strategy to a total return investment objective.
This strategy seeks to provide the highest total return, consisting of capital appreciation and current income. In connection with this
strategic investment change, the shareholders also approved the change of name from Equus II Incorporated to Equus Total Return, Inc.
On January 20, 2021, holders of a majority of the outstanding common stock of the Fund approved the restatement of our Certificate of
Incorporation to increase the number of our authorized shares of common stock from 50,000,000 to 100,000,000, and the number of our authorized
shares of preferred stock from 5,000,000 to 10,000,000. As of December 31, 2024, we had 13,586,173 shares of common stock outstanding
and no shares of preferred stock outstanding.

 We attempt to
maximize the return to stockholders in the form of current investment income and long-term capital gains by investing in the debt and
equity securities of companies with a total enterprise value between $5.0 million and $75.0 million, although we may engage in transactions
with smaller or larger investee companies from time to time. We seek to invest primarily in companies pursuing growth either through acquisition
or organically, leveraged buyouts, management buyouts and recapitalizations of existing businesses or special situations. Our income-
producing investments consist principally of debt securities including subordinated debt, debt convertible into common or preferred stock,
or debt combined with warrants and common and preferred stock. Debt and preferred equity financing may also be used to create long-term
capital appreciation through the exercise and sale of warrants received in connection with the financing. We seek to achieve capital appreciation
by making investments in equity and equity- oriented securities issued by privately-owned companies in transactions negotiated directly
with such companies. Given market conditions over the past several years and the performance of our portfolio, our Management and Board
of Directors believe it prudent to continue to review alternatives to refine and further clarify the current strategies.

 We elected
to be treated as a BDC under the Investment Company Act of 1940 Act ("1940 Act"), although our shareholders have previously
authorized us to withdraw this election and, although such authorization has expired, will likely do so again in the future. Prior to
the fourth quarter of 2024, we qualified as a regulated investment company ("RIC") for federal income tax purposes and, therefore,
were not required to pay corporate income taxes on any income or gains that we would have distributed
 distribute to our stockholders. During the fourth quarter of 2024, we elected to not qualify as a RIC and, consequently, we will
be subject to normal corporate rates of taxation of our income and gains and will not be permitted to deduct distributions paid to our
stockholders.

 We
have certain wholly owned taxable subsidiaries ("Taxable Subsidiaries") that were created to help us maintain our RIC
status, each of which holds one or more portfolio investments listed on our Schedules of Investments. The purpose of these Taxable
Subsidiaries was to permit us to hold certain income- producing investments or portfolio companies organized as limited liability
companies, or LLCs, (or other forms of pass-through entities) and still satisfy the RIC tax requirement that at least 90% of our
gross revenue for income tax purposes must consist of investment income. Absent the Taxable Subsidiaries, a portion of the gross
income of these income-producing investments or of any LLC (or other pass-through entity) portfolio investment, as the case may be,
would flow through directly to us for the 90% test. Since we have elected to not qualify as a RIC, the income of these Taxable
Subsidiaries may be taxable to Equus, which is now classified as a Subchapter C or corporation. To the extent that such income did
not consist of investment income, it could jeopardize our ability to re qualify as a RIC
and, therefore, cause us to incur federal income taxes as described above. The income of the LLCs (or other pass-through entities)
owned by Taxable Subsidiaries is taxed to the Taxable Subsidiaries and does not flow through to us, thereby helping us obtain (or
preserve, as the case may be) RIC status and the resultant tax advantages. We do not consolidate the Taxable Subsidiaries for income
tax purposes, with the exception of Texas Margins Tax, which is an entity level tax. The Taxable Subsidiaries may generate income
tax expense because of the Taxable Subsidiaries' ownership of the portfolio companies. We reflect any such income tax expense
on our Statements of Operations.

 (2)
 LIQUIDITY AND FINANCING ARRANGEMENTS

31, 2024, we had cash and cash equivalents of $0.3 million. Our operating cash flow and cash on hand is not sufficient to meet operating
requirements or to finance routine capital expenditures through the next twelve months. We are therefore seeking liquidity from the sale
of our portfolio interests, as well as seeking external debt and equity financing from third parties. In addition, we are actively seeking
to fulfill the conditions of redemption relating to certain shares of preferred stock received in connection with our recent sale of
Equus Energy as described in Note II Subsequent Events. Should any or all of the foregoing events not occur as contemplated, the
Fund will not have the necessary funds to maintain normal operations and, therefore, substantial doubt would exist about the Fund's
ability to continue as a going concern.

 During the first
three quarters of 2024 and all of 2023, we borrowed sufficient funds to maintain the Fund's RIC status by utilizing a margin account
with a securities brokerage firm. If we seek to requalify as a RIC, there is no assurance that such arrangement will be available in the
future. If we are unable to borrow funds to make qualifying investments, we may not requalify as a RIC. We would then continue to be subject
to corporate income tax on the Fund's net investment income and realized capital gains, and distributions to stockholders would
continue to be subject to income tax as ordinary dividends. If we continue to be a BDC and generate significant income and gains, but
do not requalify as a RIC, we will be subject to corporate level tax and the non-deductibility of dividends, any of which could be material
to us and our stockholders.

 (3)
 SIGNIFICANT ACCOUNTING POLICIES

is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements:

 Earnings
Per Share —Basic earnings per share is computed by dividing net increase (decrease) in net assets resulting from operations by
the weighted-average number of shares of common stock outstanding for the period. Other potentially dilutive common stock, and the related
impact to earnings, are considered when calculating earnings per share on a diluted basis.

 Use of
Estimates —The preparation of financial statements in accordance with accounting principles generally accepted in the United
States ("GAAP") requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial
statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable
in light of known facts and circumstances, actual results could differ from those estimates. We have identified valuation of investments
and revenue recognition as our most critical accounting estimates.

 Consolidation —In
accordance with Article 6 of Regulation S-X under the Securities Act of 1933, we do not consolidate portfolio company investments. Under
Accounting Standards Committee ("ASC") 946, we are precluded from consolidating any entity other than another investment company,
except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to
the investment company or its consolidated subsidiaries.

 Valuation of
Investments— For most of our investments, market quotations are not available. With respect to investments for which market quotations
are not readily available or when such market quotations are deemed not to represent fair value, our Board has approved a multi-step valuation
process each quarter, as described below:

 1.
 Each portfolio company or investment is reviewed by our investment professionals;

 2.
 With respect to investments with a fair value exceeding
$2.5 million that have been held for more than one year, we engage independent valuation firms to assist our investment professionals.
These independent valuation firms conduct independent valuations and make their own independent assessments;

 3.
 Our Management produces a report that summarizes each of our portfolio
investments and recommends a fair value of each such investment as of the date of the report;

 4.
 The Audit Committee of our Board reviews and discusses the preliminary
valuation of our portfolio investments as recommended by Management in their report and any reports or recommendations of the independent
valuation firms, and then approves and recommends the fair values of our investments so determined to our Board for final approval; and

 5.
 The Board discusses valuations and determines the fair value of each
portfolio investment in good faith based on the input of our Management, the respective independent valuation firm, as applicable, and
the Audit Committee.

 During the
first twelve months after an investment is made, we rely on the original investment amount to determine the fair value unless significant
developments have occurred during this twelve-month period which would indicate a material effect on the portfolio company (such as results
of operations or changes in general market conditions).

 Investments are
valued utilizing a yield analysis, enterprise value ("EV") analysis, net asset value analysis, liquidation analysis, discounted
cash flow analysis, or a combination of methods, as appropriate. The yield analysis uses loan spreads and other relevant information implied
by market data involving identical or comparable assets or liabilities. Under the EV analysis, the EV of a portfolio company is first
determined and allocated over the portfolio company's securities in order of their preference relative to one another (i.e., "waterfall"
allocation). To determine the EV, we typically use a market multiples approach that considers relevant and applicable market trading data
of guideline public companies, transaction metrics from precedent M&A transactions and/or a discounted cash flow analysis. The net
asset value analysis is used to derive a value of an underlying investment (such as real estate property) by dividing a relevant earnings
stream by an appropriate capitalization rate. For this purpose, we consider capitalization rates for similar properties as may be obtained
from guideline public companies and/or relevant transactions. The liquidation analysis is intended to approximate the net recovery value
of an investment based on, among other things, assumptions regarding liquidation proceeds based on a hypothetical liquidation of a portfolio
company's assets. The discounted cash flow analysis uses valuation techniques to convert future cash flows or earnings to a range
of fair values from which a single estimate may be derived utilizing an appropriate discount rate. The measurement is based on the net
present value indicated by current market expectations about those future amounts.

 In applying
these methodologies, additional factors that we consider in fair value pricing our investments may include, as we deem relevant: security
covenants, call protection provisions, and information rights; the nature and realizable value of any collateral; the portfolio company's
ability to make payments; the principal markets in which the portfolio company does business; publicly available financial ratios of peer
companies; the principal market; and enterprise values, among other factors. Also, any failure by a portfolio company to achieve its business
plan or obtain and maintain its financing arrangements could result in increased volatility and result in a significant and rapid change
in its value.

 In addition to
the previously described analysis involving allocation of value to the debt instrument, we perform a yield analysis assuming a hypothetical
current sale of the security to determine if a debt security has been impaired. The yield analysis considers changes in interest rates
and changes in leverage levels of the portfolio company as compared to the market interest rates and leverage levels.

 We record
unrealized depreciation on investments when we determine that the fair value of a security is less than its cost basis, and will record
unrealized appreciation when we determine that the fair value is greater than its cost basis.

 Fair Value Measurement—Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active
markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined
as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described
 below:

 Level 1—Unadjusted
quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement
date.

 Level 2—Inputs
other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value
is determined through the use of models or other valuation methodologies.

 Level 3—Inputs
are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.
The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant
management judgment or estimation.

 In certain
cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's
level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment
of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific
to the investment.

 Investments for
which prices are not observable are generally private investments in the debt and equity securities of operating companies. One of the
primary valuation methods used to estimate the fair value of these Level

 3 investments is the discounted cash
flow method (although a liquidation analysis, option theoretical, or other methodology may be used when more appropriate). The discounted
cash flow approach to determine fair value (or a range of fair values) involves applying an appropriate discount rate(s) to the estimated
future cash flows using various relevant factors depending on investment type, including comparing the latest arm's length or market
transactions involving the subject security to the selected benchmark credit spread, assumed growth rate (in cash flows), and capitalization
rates/multiples (for determining terminal values of underlying portfolio companies). The valuation based on the inputs determined to be
the most reasonable and probable is used as the fair value of the investment. The determination of fair value using these methodologies
may take into consideration a range of factors including, but not limited to, the price at which the investment was acquired, the nature
of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating
performance, financing transactions subsequent to the acquisition of the investment and anticipated financing transactions after the valuation
 date.

 To assess the
reasonableness of the discounted cash flow approach, the fair value of equity securities, including warrants, in portfolio companies may
also consider the market approach—that is, through analyzing and applying to the underlying portfolio companies, market valuation
multiples of publicly-traded firms engaged in businesses similar to those of the portfolio companies. The market approach to determining
the fair value of a portfolio company's equity security (or securities) will typically involve: (1) applying to the portfolio company's
trailing twelve months (or current year projected) EBITDA, a low to high range of enterprise value to EBITDA multiples that are derived
from an analysis of publicly-traded comparable companies, in order to arrive at a range of enterprise values for the portfolio company;
(2) subtracting from the range of calculated enterprise values the outstanding balances of any debt or equity securities that would be
senior in right of payment to the equity securities we hold; and (3) multiplying the range of equity values derived therefrom by our ownership
share of such equity tranche in order to arrive at a range of fair values for our equity security (or securities). Application of these
valuation methodologies involves a significant degree of judgment by Management.

 Due to the
inherent uncertainty of determining the fair value of Level 3 investments that do not have a readily available market value, the fair
value of the investments may differ significantly from the values that would have been used had a ready market existed for such investments
and may differ materially from the values that may ultimately be received or settled. Further, such investments are generally subject
to legal and other restrictions or otherwise are less liquid than publicly traded instruments. If we were required to liquidate a portfolio
investment in a forced or liquidation sale, we might realize significantly less than the value at which such investment had previously
been recorded. With respect to Level 3 investments, where sufficient market quotations are not readily available or for which no or an
insufficient number of indicative prices from pricing services or brokers or dealers have been received, we undertake, on a quarterly
basis, our valuation process as described above.

 We assess
the levels of the investments at each measurement date, and transfers between levels are recognized on the subsequent measurement date
closest in time to the actual date of the event or change in circumstances that caused the transfer. There were no transfers to or from
Level 3 for the years ended December 31, 2024 and 2023.

31, 2024, investments measured at fair value on a recurring basis are categorized in the tables below based on the lowest level of significant
input to the valuations:

 Fair Value Measurements as of December 31, 2024

 Total

 Quoted Prices in Active Markets for Identical Assets

 (Level 1)

 Significant Other Observable Inputs

 (Level 2)

 Significant Unobservable Inputs

 (Level 3)

 Assets

 Investments:

 Control
 investments
 $

 $

 —
 $

 —
 $

 Total investments
 $

 $

 —

 —
 $

 As of December 31, 2023, investments measured at fair
value on a recurring basis are categorized in the tables below based on the lowest level of significant input to the valuations:

 Fair Value Measurements as of December 31, 2023

 Total

 Quoted Prices in Active Markets for Identical Assets

 (Level 1)

 Significant Other Observable Inputs

 (Level 2)

 Significant Unobservable Inputs

 (Level 3)

 Assets

 Investments:

 Control
 investments

 $

 $
 —

 $
 —

 $

 Total investments

 —

 —

 —

 —

 Total investments and U.S. Treasury Bills

 $
 85,808

 $

 $
 —

 $

 The following table provides a reconciliation of fair
value changes during 2024 for all investments for which we determine fair value using significant unobservable (Level 3) inputs:

 Fair value measurements using significant unobservable inputs (Level 3)

 Control Investments

 Affiliate Investments

 Non-affiliate Investments

 Total

 Fair value as of January 1, 2024

 $

 $
 —

 $
 —

 $40,853

 Change in unrealized appreciation

)

 —

 —

 (15,600)

 Purchases of portfolio securities

 2,247

 —

 —

 2,247

 Fair value as of December 31, 2024

 $

 $
 —

 $
 —

 $27,500

 The following table provides a reconciliation of
fair value changes during 2023 for all investments for which we determine fair value using significant unobservable (Level 3) inputs:

 Fair value measurements using significant unobservable inputs (Level 3)

 Control Investments

 Affiliate Investments

 Non-affiliate Investments

 Total

 Fair value as of January 1, 2023

 $
 15,650

 $
 —

 $
 —

 $15,650

 Change in unrealized appreciation

 16,950

 —

 —

 16,950

 Purchases of portfolio securities

 8,253

 —

 —

 8,253

 Fair value as of December 31, 2023

 $

 $
 —

 $
 —

 $40,853

 The following table provides a reconciliation of
fair value changes during 2022 for all investments for which we determine fair value using significant unobservable (Level 3) inputs:

 Fair
value measurements using significant unobservable inputs (Level 3)

 Control Investments

 Affiliate Investments

 Non-affiliate Investments

 Total

 Fair value as of January 1, 2022

 $
 13,000

 $
 —

 $
 —

 $13,000

 Change in unrealized appreciation

 2,500

 —

 —

 2,500

 Purchases of portfolio securities

 —

 —

 Fair value as of December 31, 2022

 $
 15,650

 $
 —

 $
 —

 $15,650

 Fair value measurements
can be sensitive to changes in one or more of the valuation inputs. Changes in discount rates, EBITDA or EBITDA multiples (or revenue
or revenue multiples), each in isolation, may change the fair value of certain of our investments. Generally, an increase/(decrease) in
market yields, discount rates, or an increase/(decrease) in EBITDA or EBITDA multiples (or revenue or revenue multiples) may result in
a corresponding increase/(decrease), respectively, in the fair value of certain of our investments. In the case of our holdings in Morgan
and Equus Energy, we may also consider acreage value, proved reserve multiples, daily production multiples, and discount rates.

 Finally, industry trends, market forecasts, and comparable
transactions in sectors in which we hold a Level 3 investment are also taken into account when assessing the value of these investments.

 The following table summarizes the significant non-observable
inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31,
2024:

 Range

 Valuation Techniques

 Unobservable Inputs

 Minimum

 Maximum

 Weighted Average

 Limited liability company investments

 Acreage Value (per acre)

 $1,000

 $4,000

 $1,784

 $ 4,000

 Guideline Transaction Method

 6.2x

 10.8x

 8.65x

 24,921.7x

 45,307.1x

 40,787.19x

 Discounted Cash Flow

 Discount Rate

 10.9%

 10.9%

 10.9%

 Transaction Price

 $4,000

 $4,000

 $4,000

 Guideline Public Company Method

 6,415x

 7,342x

 6,878.5x

 29,948x

 40,946x

 35,447x

 13,000

 Guideline Transaction Method

 5,304x

 8,786x

 7,045x

 22,297x

 32,595x

 27,446x

 Discounted Cash Flow

 Discount Rate

 11.7%

 12.6%

 12.15%

 Senior debt

 Yield analysis

 Discount for lack of marketability

 11.52%

 12.0%

 11.76%

 $ 27,500

 The following table summarizes the significant non-observable
inputs in the fair value measurements of our Level 3 investments by category of investment and valuation technique as of December 31,
2023:

 Range

 Valuation Techniques

 Unobservable Inputs

 Minimum

 Maximum

 Weighted Average

 Limited liability company investments

 Acreage Value (per acre)

 $1,500

 $11,000

 $4,062

 $ 10,000

 Guideline Transaction Method

 4.2x

 10.9x

 9.0x

 19,577.2x

 47,197.76x

 41,648.4x

 Discounted Cash Flow

 Discount Rate

 12.8%

 12.8%

 12.8%

 Guideline Public Company Method

 10,180x

 13,953x

 12,067x

 44,054x

 58,025x

 51,040x

 22,600

 Guideline Transaction Method

 8,878x

 12,716x

 10,797x

 32,565x

 59,790x

 46,178x

 Discounted Cash Flow

 Discount Rate

 10.9%

 12.9%

 11.90%

 Senior debt

 8,253

 Yield analysis

 Discount for lack of marketability

 11.13%

 12.0%

 11.57%

 $ 40,853

 The various weighted
averages in the table above were determined based on acreage, reserves, production and, in the case of discount rates, an arithmetic average
of minimum and maximum rates. Because of the inherent uncertainty of the valuation of portfolio securities which do not have readily ascertainable
market values, our fair value determinations may materially differ from the values that would have been used had a ready market existed
for the securities.

 We adjust our net
asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of private
securities, generally determined on a quarterly basis or as announced in a press release, and report those amounts to Lipper Analytical
Services, Inc. Our net asset value appears in various publications, including Barron's and The Wall Street Journal.

Transactions — Investment transactions are recorded at fair value on the trade date. Current-period changes in fair value of
investments are reflected as a component of the net unrealized appreciation of portfolio securities on the Statements of Operations. The
net change in unrealized appreciation primarily reflects the change in investment fair values as of the last business day of the reporting
period, including the reversal of previously recorded unrealized gains or losses for investments sold during the period. Realized gains
or losses are recognized as the difference between the net proceeds received (excluding prepayment fees, if any) and the amortized cost
basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and
include investments written off during the period, net of recoveries. As of December 31, 2024, we have no assets going through foreclosure.
Realized gains and losses on investments sold are computed on a specific identification basis.

 We classify
our investments in accordance with the requirements of the 1940 Act. Under the 1940 Act, "Control Investments" are defined
as investments in companies in which the Fund owns more than 25% of the voting securities or maintains greater than 50% of the board
representation. Under the 1940 Act, "Affiliate Investments" are defined as those non-control investments in companies in
which we own between 5% and 25% of the voting securities. Under the 1940 Act, "Non-affiliate Investments" are defined as
investments that are neither Control Investments nor Affiliate Investments.

 Interest
and Dividend Income Recognition —We record interest income, adjusted for amortization of premium and accretion of discount, on
an accrual basis to the extent that we expect to collect such amounts. We accrete or amortize discounts and premiums on securities purchased
over the life of the respective security using the effective yield method. The amortized cost of investments represents the original cost
adjusted for the accretion of discount and/or amortization of premium on debt securities. We stop accruing interest on investments when
we determine that interest is no longer collectible. We may also impair the accrued interest when we determine that all or a portion of
the current accrual is uncollectible. If we receive any cash after determining that interest is no longer collectible, we treat such cash
as payment on the principal balance until the entire principal balance has been repaid, before we recognize any additional interest income.
We will write off uncollectible interest upon the occurrence of a definitive event such as a sale, bankruptcy, or reorganization of the
relevant portfolio interest. Dividend income is recorded as dividends are declared by the portfolio company or at the point an obligation
exists for the portfolio company to make a distribution.

 Payment
in Kind Interest (PIK) —We may make loans in our portfolio that may pay PIK interest. We add PIK interest, if any, computed at
the contractual rate specified in each loan agreement, to the principal balance of the loan and recorded as interest income. If we seek
to requalify as a RIC, we must pay out to stockholders this non-cash source of income in the form of dividends even if we have not yet
collected any cash in respect of such investments. We will continue to pay out net investment income and/or realized capital gains, if
any, on an annual basis as required under the 1940 Act.

 Cash and Cash
Equivalents and Restricted Cash — Cash includes unrestricted demand deposits at highly rated financial institutions and highly
liquid investments with original maturities of three months or less. The Company's cash balances may exceed Federal Deposit Insurance
Corporation ("FDIC") insured limits from time to time. Although the Company bears risk to amounts in excess of those insured
by the FDIC, it does not anticipate any losses as a result due to the financial position and creditworthiness of the depository institutions
in which those deposits are held. We include our investing activities within cash flows from operations.

table provides a reconciliation of cash and cash equivalents and restricted cash as reported within the consolidated balance sheet that
sums to the total of the same amounts shown in the consolidated statement of cash flows as of December 31, 2024, 2023 and 2022:

 December
 31,

 2024

 2023

 2022

 Cash and cash equivalents at end of period

 $

 $
 6,533

 $
 19,224

 Restricted cash at end of period

 —

 Cash and cash equivalents and restricted cash at
 end of period

 $

 $
 6,983

 $
 19,284

 Taxes —
Historically, the Company has filed an income tax return as Regulated Investment Company. However, as a result of the
Company's election to not qualify as a RIC in the fourth quarter of 2024, the Company is now classified as a C corporation for
income tax purposes and subject to guidance under ASC 740, accounting for income taxes. This change in tax status is reflected in
the footnotes below.

 All corporations incorporated in the State of Delaware are required
to file an Annual Report and to pay a franchise tax. As a result, the Company paid Delaware Franchise tax in the amount of $0.03 million
for the year ended December 31, 2024, $0.03 million for the year ended December 31, 2023, $0.02 million for the year ended December 31,
2022, respectively.

 Texas margin tax applies to legal entities conducting business
in Texas. The margin tax is based on our Texas sourced taxable margin. The tax is calculated by applying a tax rate to a base that considers
both revenue and expenses and therefore has the characteristics of an income tax. For the year ended December 31, 2024, no state income
tax is expected. No state income tax was due for the years ended December 31, 2023 and 2022.

 Distributable
Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Balance Sheet as of December
31, 2024 and 2023 are as follows:

 December
 31, 2024

 December
 31, 2023

 Accumulated undistributed net investment losses

 $
 (54,780
)

 $
 (51,465
)

 Unrealized appreciation of portfolio securities, net

 8,889

 24,489

 Accumulated undistributed net capital gains

 Accumulated deficit

 $
 (45,289
)

 $
 (26,512
)

 Share-Based
Incentive Compensation —On June 13, 2016, our shareholders approved the adoption of our 2016 Equity Incentive Plan
("Incentive Plan"). The Incentive Plan is intended to promote the interests of the Fund by encouraging officers,
employees, and directors of the Fund and its affiliates to acquire or increase their equity interest in the Fund and to provide a
means whereby they may develop a proprietary interest in the development and financial success of the Fund, to encourage them to
remain with and devote their best efforts to the business of the Fund, thereby advancing the interests of the Fund and its
stockholders. The Incentive Plan is also intended to enhance the ability of the Fund and its affiliates to attract and retain the
services of individuals who are essential for the growth and profitability of the Fund. The Incentive Plan permits the award of
restricted stock as well as common stock purchase options. The maximum number of shares of common stock that are subject to awards
granted under the Incentive Plan is 2,434,728 shares. The term of the Incentive Plan will expire on June 13, 2026. On March 17,
2017, we granted awards of restricted stock under the Plan to certain of our directors and executive officers in the aggregate
amount of 844,500 shares. The awards are each subject to a vesting requirement over a 3-year period unless the recipient thereof is
terminated or removed from their position as a director or executive officer without "cause", or as a result of
constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and
the Fund. As of December 31, 2020, all shares were vested. Accordingly, for restricted stock awards, we measure the grant date fair
value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as
share-based compensation expense over the requisite service period, which is generally the vesting term. Inasmuch as all existing
awards under the Incentive Plan became fully-vested prior to 2021, we recorded no compensation expense relating to awards made under
the Incentive Plan for the years ended December 31, 2024, 2023 and 2022.

 Segments —Equus
operates as a single segment with a principal investment objective to maximize total return from generating current income from debt investments
and current income and capital appreciation from equity and equity-related investments. The Company's Investment Committee and Chief
Executive Officer collectively perform the function that allocates resources and assesses performance, and thus together, serve as the
Company's chief operating decision maker (the "CODM"). Among other metrics, the CODM uses net investment income as a
primary GAAP profit or loss metric used in making operating decisions, which can be found on the Statement of Operations along with significant
expenses. The measure of segment assets is reported on the Balance Sheets as total assets.

 (4)
 RELATED PARTY TRANSACTIONS AND AGREEMENTS

 Except as
noted below, as compensation for services to the Fund, each Independent Director receives an annual fee of $40,000 paid quarterly in
arrears, a fee of $2,000 for each meeting of the Board of Directors or committee thereof attended in person, a fee of $1,000 for
participation in each telephonic meeting of the Board or committee thereof, and reimbursement of all out-of-pocket expenses relating
to attendance at such meetings. The chair of each of our standing committees (audit, compensation, and nominating and governance)
also receives an annual fee of $50,000, payable quarterly in arrears. We may also pay other one-time or recurring fees to members of
our Board of Directors in special circumstances. None of our interested directors receive annual fees for their service on the Board
of Directors. We may also pay other one-time or recurring fees to members of our Board of Directors in special circumstances. None
of our interested directors receive annual fees for their service on the Board of Directors.

 In respect
of services provided to the Fund by members of the Board not in connection with their roles and duties as directors, the Fund pays a rate
of $300 per hour for services rendered.

31, 2024, we accrued $62,000 in director fees.

 (5)
 FEDERAL INCOME TAX MATTERS

 Deferred income tax assets and liabilities
are recorded based on enacted tax rates applicable to the future period when those temporary differences are expected to be recovered
or settled. For the tax years ended December 31, 2024, the Company's U.S Federal statutory tax rate was 21%. The Company is also
subject to the Texas Gross Margin tax of.75% of modified taxable income as determined for Texas purposes. This combination results in
a marginal blended tax rate of approximately 21.6%.

 At each of December 31, 2024, and 2023,
the tax effected amount of U.S. Federal net operating loss carryforwards ("NOLs") totaled $6.8 and $6.1 million respectively.
As of December 31, 2024, $1.4 million in NOLs will begin to expire in varying amounts between 2036 and 2037, and the remaining $5.4 million
can be carried forward indefinitely.

 The Company has determined, after weighing
both positive and negative evidence, that the net deferred tax asset (DTA) for the Company is not more-likely-than-not to be realizable.
Therefore, a valuation allowance of $4.9 million was established at December 31, 2024 to completely offset the DTA as of that date.

 During the current period, the Company
has estimated a taxable loss. This NOL will be carried forwarded indefinitely with no expiration and is fully offset with a valuation
allowance. As such, the Company has not recorded any current income tax expense or benefit for the period. All of the Company's
federal and state tax returns for 2020 through 2023 remain open to examination.

 The provision for income taxes for the years ended December 31, 2024 consisted of the following:

 Years Ended December 31,

 2024

 Current (expense) benefit:

 Federal

 $

 -

 State

 -

 Total current (expense) benefit

 -

 Deferred (expense) benefit:

 Federal

 -

 State

 -

 Total deferred (expense) benefit

 -

 Total benefit (expense):

 Federal

 -

 State

 -

 Total benefit (expense)

 $

 -

 As of December 31, 2024, the Company has not recorded a reserve
for uncertain tax positions.

 The components of the net deferred tax assets (liabilities)
in the Fund's balance sheets were as follows:

 As of December 31,

 2024

 Deferred tax assets:

 Charitable Contributions

 $

 4,347

 Net operating loss carryforwards

 6,754,679

 Total Deferred Tax Assets

 6,759,026

 Valuation allowance

 (4,892,336)

 Deferred Tax Assets after Valuation Allowance

 1,866,690

 Deferred tax liabilities:

 Mark to Market Unrealized Gain/Loss

 (1,866,690)

 Total net deferred tax assets (liabilities)

 $

 -

 The provision for income taxes varies from the maximum federal statutory
rate of 21% for the year ended December 31, 2024, as follows:

 Years Ended December 31,

 2024

 Income tax expense (benefit) at federal statutory rate

 $

 (3,939,998)

 Change in tax status

 (954,402)

 Effect of state income taxes

 -

 Non-deductible Permanent Items

 1,935

 2023 Return to Provision Adjustment

 Change in valuation allowance

 4,892,337

 Total

 $

 -

 The
Fund's accounting policy related to income tax penalties and interest assessments is to accrue for these costs and record a
charge to income tax expenses during the period that the Fund takes an uncertain tax position through resolution with the taxing
authorities or expiration of the applicable statute of limitations.

 All of the
Fund's federal and state tax returns for 2021 through 2024 remain open to examination. We believe that there are no tax positions
taken or expected to be taken that would significantly increase or decrease unrecognized tax benefits within twelve months of the reporting
date.

 (6)
 COMMITMENTS AND CONTINGENCIES

 Lease Commitments.
We had an operating lease for office space that expired in September 2014. Our current office space lease is month-to-month. Rent expense
under the operating lease agreement, inclusive of common area maintenance costs, was $93,000 for the years ended December 31, 2024, 2023, and 2022, respectively. We have no other leases.

Companies. As of December 31, 2024 and, 2023, we had $0 and $1.7 million in outstanding commitments to our portfolio company
investments. Under certain circumstances, we may be called on to make follow-on investments in certain portfolio companies. If we do not
have sufficient funds to make follow-on investments, the portfolio company in need of the investment may be negatively impacted. Also,
our equity interest in the estimated fair value of the portfolio company could be reduced. Follow-on investments may include capital infusions
which are expenditures made directly to the portfolio company to ensure that operations are completed, thereby allowing the portfolio
company to generate cash flows to service the debt.

 Legal
Proceedings. From time to time, the Fund is also a party to certain proceedings incidental to the normal course of our business including
the enforcement of our rights under contracts with our portfolio companies. While the outcome of these legal proceedings cannot at this
time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Fund's financial
condition or results of operations.

 (7)
 PORTFOLIO SECURITIES

 2024 Portfolio Activity

 The following table summarizes significant
investment activity during the year ended December 31, 2024 (in thousands):

 New

 Cash

 Cash

 PIK

 Total

 $
 —

 $
 —

 $
 2,247

 $
 —

 $
 2,247

 $
 —

 $
 —

 $
 2,247

 $
 —

 $
 2,247

 During 2024,
we recorded a decrease of $15.6 million in net unrealized appreciation, from an unrealized appreciation of $24.5 million at December 31,
2023 to a net unrealized appreciation of $8.9 million at December 31, 2024. Such change in unrealized appreciation resulted primarily
from the decrease in the fair value of our holdings in Morgan E&P, LLC of $9.6 million, principally due to a lower forward price curve
for oil, as well as the reclassification of certain of its proved reserves from producing to non-producing. The change in unrealized appreciation
also resulted from the decrease in fair value of our holding in Equus Energy, LLC of $6.0 million, principally due to various factors,
including (i) decreases in the forward curve for oil and natural gas and its effect on the economic prospects of Equus Energy regarding
future development of its oil and gas properties, and (ii) indications of interest from third parties regarding the possible sale of these
properties during the fourth quarter of 2024. See Subsequent Events below where we sold our interest in Equus Energy in March 2025
for a combination of cash and preferred stock valued at $4.0 million.

 2023 Portfolio Activity

 The following table summarizes significant
investment activity during the year ended December 31, 2023 (in thousands):

 New

 Cash

 Cash

 PIK

 Total

 $
 8,253

 $
 —

 $
 —

 $
 —

 $
 8,253

 $
 8.253

 $
 —

 $
 —

 $
 —

 $
 8,253

 During 2023,
we recorded an increase of $17.0 million in net unrealized appreciation, from an unrealized appreciation of $7.5 million as of December
31, 2022 to a net unrealized appreciation of $24.5 million as of December 31, 2023. Such change in unrealized appreciation resulted primarily
from the increase in the fair value of our holdings in Morgan E&P, LLC of $22.6 million, principally due to substantial increases
in Morgan's reserves and the reclassification of certain of its proved reserves from undeveloped to producing. The increase in the
fair value of Morgan was offset by the decrease in fair value of our holding in Equus Energy, LLC of $5.7 million, principally due to
decreases in the forward curve for natural gas and its effect on the economic prospects of Equus Energy regarding future development of
its gas properties.

 2022 Portfolio Activity

 The following table
summarizes significant investment activity during the year ended December 31, 2022 (in thousands):

 New

 Portfolio Company

 Cash

 Cash

 PIK

 Total

 $
 —

 $
 —

 $

 $
 —

 $

 $
 —

 $
 —

 $

 $
 —

 $

 During 2022,
we recorded an increase of $2.5 million in net unrealized appreciation, from an unrealized appreciation of $5.0 million as of December
31, 2021 to a net unrealized appreciation of $7.5 million as of December 31, 2022. Such change in unrealized appreciation resulted primarily
from the increase in the fair value of our holdings in Equus Energy, LLC of $2.65 million, principally due to increases in the cost basis
of this investment, as well as increases in oil and gas prices, as well as increases in the short- and long-term forward pricing curves
for these commodities during 2022.

 (8)
 EQUUS ENERGY, LLC

 Equus Energy,
LLC ("Equus Energy") was formed in November 2011 as a wholly-owned subsidiary of the Fund to make investments in companies
in the energy sector, with particular emphasis on income-producing oil & gas properties. In December 2011, we contributed $250,000
to the capital of Equus Energy. On December 27, 2012, we invested an additional $6.8 million in Equus Energy for the purpose of additional
working capital and to fund the purchase of $6.6 million in working interests that, as of December 31, 2024, consisted of 136 producing
and non- producing oil and gas wells. On September 30, 2020, the Fund provided an additional $0.6 million in capital to Equus Energy for
the purpose of additional working capital. On June 30, 2021, the Fund provided an additional $0.35 million in capital to Equus Energy
for the purpose of additional working capital. On December 31, 2022, the Fund provided an additional $0.15 million in capital to Equus
Energy for the purpose of additional working capital. The working interests include associated development rights of approximately 21,320
acres situated on 9 separate properties in Texas and Oklahoma. The working interests range from a de minimus amount to 50% of the
leasehold that includes these wells.

 The wells
are operated by a number of operators, including Burk Royalty, which has operating responsibility for all of Equus Energy's 22 producing
well interests located in the Conger Field, a productive oil and gas field on the edge of the Permian Basin that has experienced successful
gas and hydrocarbon extraction in multiple formations. Equus Energy, which holds a 50% working interest in each of these Conger Field
wells, is seeking to effect a recompletion program of existing Conger Field wells to the Wolfcamp formation, a zone containing oil as
well as gas and natural gas liquids. Part of Equus Energy's acreage rights described above also includes a 50% working interest
in possible new drilling to the base of the Canyon formation (appx. 8,500 feet) on 2,400 acres in the Conger Field. Also included in the
interests acquired by Equus Energy are working interests of 7.5% and 2.5% in the Burnell and North Pettus Units, respectively, which collectively
comprise approximately 13,000 acres located in the area known as the "Eagle Ford Shale" play. See Subsequent Events
below where we sold our interest in Equus Energy for a combination of cash and preferred stock valued at $4.0 million.

 Below is selected financial information
from the audited financial statements of Equus Energy as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023
and 2022 (in thousands):

 EQUUS ENERGY, LLC and SUBSIDIARY

 Condensed Consolidated Balance
 Sheets

 2024

 2023

 Assets

 Current assets:

 Cash and cash equivalents

 $

 $

 Accounts receivable

 Total current assets

 Oil and gas properties

 8,164

 8,173

 Less: accumulated depletion, depreciation and amortization

 (8,112
)

 (8,097
)

 Net oil and gas properties

 Total assets
 $

 $

 Liabilities and member's deficit

 Current liabilities:

 Accounts payable and other

 $

 $

 Due to affiliate

 Total current liabilities

 Asset retirement obligations

 Total liabilities

 Total member's deficit

 (215
)

 (149
)

 Total liabilities and member's deficit
 $

 $

 EQUUS ENERGY, LLC and SUBSIDIARY

 Condensed Consolidated Statements
of Operations

 Year Ended

 2024

 2023

 2022

 Operating revenue

 $

 $

 $

 1,063

 Operating expenses

 Direct operating expenses

 Depletion, depreciation, amortization and accretion

 Salaries

 —

 Professional fees

 General and administrative

 Total operating expenses

 1,603

 1,596

 Net operating loss

 (79
)

 (958
)

 (533)

 Non-operating income

 Other income

 1,000

 -

 Total other income

 1,000

 -

 Net (loss) income

 $
 (66
)

 $

 $

 (533)

 EQUUS ENERGY, LLC and SUBSIDIARY

 Condensed Consolidated Statements
of Cash Flows

 Year ended December 31,

 2024

 2023

 2022

 Cash flows from operating activities:

 Net income (loss)

 $
 (66
)

 $

 $
 (533
)

 Adjustments to reconcile net income (loss) to

 net cash used in operating activities:

 Depletion, depreciation and amortization

 Accretion expense

 Changes in operating assets and liabilites:

 Accounts receivable

 (40
)

 Prepaid expenses and other current assets

 —

 (12
)

 Accounts payable and accrued liabilities

 (5
)

 Due to Parent

 (224
)

 —

 Net cash used in operating
 activities

 (64
)

 (130
)

 (527
)

 Cash flows from investing activities:

 Investment in oil & gas properties

 —

 (4
)

 (58
)

 Net cash used in investing activities

 —

 (4
)

 (58
)

 Cash flows from financing activities:

 Capital contribution

 —

 —

 Net cash provided by investing
 activities

 —

 —

 Net decrease in cash

 (64
)

 (134
)

 (435
)

 Cash and cash equivalents at beginning of period

 Cash and cash equivalents at end of period

 $

 $

 $

 (9)
 MORGAN E&P, LLC

 Morgan E&P,
LLC ("Morgan") was organized by the Fund on April 3, 2023 as a Delaware limited liability company and a wholly-owned subsidiary
of the Fund. During 2023, Morgan acquired 5,897 net acres, in the Bakken/Three Forks formation in the Williston Basin of North Dakota,
and acquired approximately 810 additional net acres during the second quarter of 2024. The acreage and associated mineral rights were
acquired from Pro Energy I LLC ("Pro Energy") who received a carried working interest of 20% in the acquired acreage.

 In May 2023,
we entered into an agreement with Morgan to provide it up to $10.0 million in senior debt financing, subject to a schedule of disbursements
and draws that we determine. This amount was subsequently amended in 2024 to $10.5 million. As of December 31, 2024, Morgan had drawn
the full $10.5 million under this facility.

 During the
fourth quarter of 2024, Morgan entered into an agreement to acquire the carried working interest held by Pro Energy in exchange for a
payment of $2.4 million in cash.

 Below is summarized
audited condensed consolidated financial information for Morgan E&P, LLC as of December 31, 2024 and 2023 and for the year ended December
31, 2024 and the period from inception (April 3, 2023) through December 31, 2023, respectively, (in thousands):

 Condensed Balance
 Sheets

 December 31, 2024

 December 31, 2023

 Assets:

 Cash

 $

 $
 2,441

 Revenue receivables

 Joint interest billing receivables

 1,738

 1,391

 Other receivables

 —

 Prepaids and other current assets

 Current assets

 2,133

 4,429

 Property, plant and equipment

 Oil and gas properties, net - full cost method

 6,959

 10,326

 Other property, plant and equipment, net

 Total property, plant and equipment - net

 6,993

 10,372

 Other noncurrent assets

 Operating lease right-of-use assets, net

 Total noncurrent assets

 Total assets

 $
 9,353

 $
 15,071

 Liabilities and Member's Deficit:

 Current liabilities

 Accounts payable

 $
 6,656

 $
 2,372

 Revenue payable

 Prepayments from working interest owners

 —

 Current portion of operating lease liabilities

 Due to parent

 Accrued liabilities

 3,162

 5,383

 Total current liabilities

 10,734

 8,139

 Long-term liabilities

 Asset retirement obligations

 Long-term operating lease liabilities

 Note payable - Due to parent

 8,253

 Long-term accrued liabilities - Due to parent

 1,471

 Total long-term liabilities

 12,182

 8,736

 Commitments and contingencies (Note 10)

 Member's deficit

 (13,563
)

 (1,804
)

 Total liabilities and member's deficit

 $
 9,353

 $
 15,071

 Condensed Statements
of Operations

 Year Ended December 31,

 Period from inception (April 3, 2023) through December 31,

 2024

 2023

 Revenues

 Oil, natural gas and natural gas liquid revenues

 $
 2,710

 $

 Expenses

 Lease operating

 2,694

 Production and other taxes

 Marketing, transportation and gathering expense

 —

 Depreciation, depletion and amortization

 1,467

 Accretion

 —

 Impairment of oil and gas properties

 6,678

 —

 General and administrative

 2,042

 1,510

 Total expenses

 13,228

 1,865

 Other income (expense)

 Interest income

 Interest expense

 (1,247
)

 (225
)

 Total other expense, net

 (1,241
)

 (209
)

 Net loss
 $

 (11,759
)

 $

 (1,804
)

 Condensed Statements
of Cash Flows

 Year Ended December 31,

 Period from inception (April 3, 2023) through December 31,

 2024

 2023

 Cash flows from operating activities

 Net loss

 $
 (11,759
)

 $
 (1,804
)

 Adjustments to reconcile net loss to net cash flows

 (used in) provided by operating activities

 Depreciation, depletion, and amortization

 1,467

 Amortization of right-of-use asset

 Accretion

 —

 Impairment of oil and gas properties

 6,678

 —

 Changes in operating assets and liabilities

 Accounts receivable – oil and natural gas sales

 (464
)

 Accounts receivable – joint interest billings

 (1,508
)

 (291
)

 Other receivables

 (2
)

 —

 Prepaids and other current assets

 (133
)

 Accounts payable

 4,284

 Revenue payable

 Prepayments from owners

 —

 1,701

 Due to parent

 Current portion of operating lease liabilities

 (28
)

 —

 Accrued liabilities

 (3,772
)

 Long-term accrued liabilities - due to parent

 1,246

 Net cash provided (used in) by operating activities

 (2,076
)

 Cash flows from investing activities

 Capital expenditures

 (2,597
)

 (5,700
)

 Acquisition of oil and gas properties

 —

 (500
)

 Additions to other property, plant and equipment

 —

 (48
)

 Net cash used in investing activities

 (2,597
)

 (6,248
)

 Cash flows from financing activities

 Proceeds from note payable - affiliate

 2,247

 8,253

 Net cash provided by financing activities

 2,247

 8,253

 Net change in cash

 (2,426
)

 2,441

 Beginning of period

 2,441

 —

 End of period

 $

 $
 2,441

 Supplemental disclosure for noncash financing

 and investing activities

 Operating lease right-of-use assets additions

 $
 —

 $
 (282
)

 Acquisition of oil and natural gas working interests funded by

 accrued liabilities

 $
 (3,019
)

 $
 —

 Change in capital accounts payable and capital accruals

 (4,181
)

 Prepayments applied to joint interest receivables

 1,579

 Change in asset retirement costs

 (1
)

 (10)
 RECENT ACCOUNTING PRONOUNCEMENTS

 Recent Accounting
Standards —We consider the applicability and impact of all accounting standard updates ("ASU") issued by the Financial
Accounting Standards Board ("FASB"). ASUs not listed below were assessed and either determined to be not applicable or expected
to have minimal impact on our financial statements.

 Accounting
Standards Not Yet Adopted —In December 2023, FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income
Tax Disclosures". The amendments in this ASU require improved annual income tax disclosures surrounding rate reconciliation, income
taxes paid, and other disclosures. This update will be effective for financial statements issued for fiscal years beginning after December
15, 2024. The Fund is currently evaluating the impact of this standard on the financial statements.

.

 In November 2024,
FASB issued ASU 2024-03, "Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40),
Disaggregation of Income Statement Expenses". The amendments in this Update require disclosure, in the notes to financial statements,
of specified information about certain costs and expenses. This update will be effective for financial statements issued for fiscal years
beginning after December 15, 2026. Early adoption is permitted. The Fund is currently evaluating the impact of this standard on the
 financial statements.

 In January 2025,
FASB issued ASU 2025-01, "Income Statement – Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40),
Clarifying the Effective Date". The amendment in this Update amends the effective date of Update 2024-03 to clarify that all public
business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026. Early adoption of
Update 2024-03 is permitted. The Fund is currently evaluating the impact of this standard on the consolidated financial statements.

 In November 2024,
FASB issued ASU 2024-04, "Debt with Conversion and Other Options (Subtopic 470-20), Induced Conversions of Convertible Debt Instruments".
The amendments in this Update clarify the requirements for determining whether certain settlements of convertible debt instruments should
be accounted for as an induced conversion. Under the amendments, to account for a settlement of a convertible debt instrument as an induced
conversion, an inducement offer is required to provide the debt holder with, at a minimum, the consideration (in form and amount) issuable
under the conversion privileges provided in the terms of the instrument. An entity should assess whether this criterion is satisfied as
of the date the inducement offer is accepted by the holder. If, when applying this criterion, the convertible debt instrument had been
exchanged or modified (without being deemed substantially different) within the one-year period leading up to the offer acceptance date,
an entity should compare the terms provided in the inducement offer with the terms that existed one year before the offer acceptance date.
The amendments do not change the other criteria that are required to be satisfied to account for a settlement transaction as an induced
conversion. The amendments in this Update also make additional clarifications to assist stakeholders in applying the guidance. Under the
amendments, the incorporation, elimination, or modification of a VWAP formula does not automatically cause a settlement to be accounted
for as an extinguishment; an entity should instead assess whether the form and amount of conversion consideration are preserved (that
is, provided for in the inducement offer) using the fair value of an entity's shares as of the offer acceptance date. The amendments
in this Update also clarify that the induced conversion guidance applies to a convertible debt instrument that is not currently convertible
as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. This update
will be effective for financial statements issued for fiscal years beginning after December 15, 2025. Early adoption is permitted for
all entities that have adopted the amendments in update 2020-06. The Fund is currently evaluating the impact of this standard on the
consolidated financial statements.

 Accounting
Standards Recently Adopted —On January 1, 2024, we adopted ASU 2023-07, "Segment Reporting (Topic 280):
Improvements to Reportable Segment Disclosures". The amendments in this ASU require improved reportable segment information on
an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. See Note 3 – Segments for the incremental disclosures.

 (11)
 SUBSEQUENT EVENTS

 Our Management
performed an evaluation of the Fund's activity through the date the financial statements were issued, noting the following subsequent
events:

 Issuance
of Convertible Note and Warrants. On February 10, 2025, we issued a 1-year senior convertible promissory note bearing interest at
the rate of 10.0% per annum in exchange for $2.0 million in cash ("Equus Note"). The Equus Note is convertible into shares
of the Fund's common stock at a conversion price of $1.50 per share. Contemporaneously with the issuance of the Note, the Fund also
issued two common stock purchase warrants to acquire an aggregate of 2,000,000 shares of the Fund's common stock at an exercise
price of $1.50 per share.

 New Portfolio
Investment. On February 10, 2025, we purchased from General Enterprise Ventures, Inc., a developer of fire suppression products ("GEVI"),
a 1-year senior convertible promissory note bearing interest at the rate of 10% per annum, in exchange for $1.5 million in cash ("GEVI
Note"). The GEVI Note is convertible into shares of GEVI's common stock at a conversion price of $0.40 per share. Contemporaneously
with the purchase of the GEVI Note, the Fund also received a common stock purchase warrant to acquire an aggregate of 1,875,000 shares
of GEVI common stock at an exercise price of $0.50 per share.

 Sale of
Equus Energy. On March 3, 2025, we sold Equus Energy to North American Energy Opportunities Corp., a developer of upstream oil and
gas assets ("NAEOC"). The consideration provided by NAEOC consisted of $1.25 million in cash and 27,500 shares of preferred
stock, redeemable within 6 months of the date of issuance at $100.00 per share based upon fulfillment of certain conditions.

 Item 9. Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item 9A. Controls and Procedures

 Attached as exhibits
to this Form 10-K are certifications of our Chief Executive Officer and Chief Financial Officer (CFO), which are required in accordance
with Rule 13a-14 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This section includes information
concerning the controls and controls evaluation referred to in those certifications and should be read in conjunction with the certifications
for a more complete understanding of the topics presented.

 Evaluation of Disclosure Controls and Procedures

 We maintain
disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant
to the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of
"disclosure controls and procedures" as promulgated under the Exchange Act. In designing and evaluating the disclosure controls
and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

 Our management,
with the participation of our Fund's Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the
design and operations of the Fund's "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of December 31, 2024. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that the Fund's disclosure controls and procedures were not effective due to the material weaknesses in internal control over financial
reporting described below.

 Report of Management on Internal Control Over Financial
 Reporting

 Management is responsible
for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness
of internal control over financial reporting as of December 31, 2024. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Fund's internal control over financial reporting includes,
among others, those policies and procedures that pertain to assets of the Fund including, in particular, the fair value of portfolio investments
held by the Fund.

 A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of a company's annual or interim consolidated financial statements will not be prevented or detected
on a timely basis.

 Management performed
an assessment of the effectiveness of the Fund's internal control over financial reporting as of December 31, 2024, based upon criteria
in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on this assessment, management has concluded that the Fund did not maintain effective internal control over financial reporting
as of December 31, 2024, due to the material weaknesses described below.

 A material
weakness was identified in our internal control over financial reporting relating to the design and operation of management review 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.

 Although this
material weakness did not result in a material misstatement of our consolidated financial statements for the periods presented, there
is a possibility that, had the material weakness continued undetected, it could have led to a material misstatement of portfolio fair
values and related disclosures. Accordingly, management has concluded that this control deficiency constitutes a material weakness.

 Management
believes that the financial statements included in this Annual Report on Form 10-K present fairly in all material respects the Fund's
financial condition, results of its operations, changes in its net assets and its cash flows for the periods presented. We believe that
the audited consolidated financial statements included in this Annual Report on Form 10-K are accurate.

 We have begun
the process of, and we are focused on, enhancing effective internal control measures to improve our internal control over financial reporting
and remediate the material weaknesses. Our internal control remediation efforts include the following:

 Enhancing existing controls that address the completeness and accuracy
of underlying data and information supplied to third parties assisting management in its determination of fair value and in the performance
of management review controls over the valuation of the Fund's portfolio securities; and

 Enhancing policies and procedures to improve the precision of review
and evidence of review procedures performed to demonstrate effective design and operation of such controls.

 We believe
our planned actions to enhance our processes and controls will address the material weakness, but these actions are subject to ongoing
management evaluation, and we will need a period of execution to demonstrate remediation. We are committed to the continuous improvement
of our internal control over financial reporting and will continue to diligently review our internal control over financial reporting.

 There were
no other changes in our internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected,
or are reasonably likely to affect, our internal control over financial reporting.

 Item 9B. Other Information

 None.

 Item 9C. Disclosure
Regarding Foreign Jurisdictions that Prevent Inspections.

 Not Applicable.

 Item 10.
Directors, Executive Officers and Corporate Governance

 Information
about our Directors and Executive Officers, our Audit Committee and the Nominating and Corporate Governance Committee, our code of ethics
applicable to the principal executive officer and principal financial officer, and Section 16(a) Beneficial Ownership Reporting Compliance
is incorporated by reference to our Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended, on or prior to April 30, 2025 (the "2025 Proxy Statement").

 We
have adopted a code of business conduct and ethics applicable to our directors, officers (including our principal executive officer, principal
financial officer and controller) and employees, known as the Code of Business Conduct and Ethics. A copy of the Code of Business Conduct
and Ethics is available to any person, without charge, upon request addressed to Equus Total Return, Inc., Attention: Corporate Secretary,
700 Louisiana Street, 41 st Floor, Houston, TX 77002. In the event that we amend
or waive any of the provisions of the Code of Business Conduct and Ethics applicable to our principal executive officer, principal financial
officer, or controller, we intend to disclose the same on our website at www.equuscap.com.

 We
have adopted an insider trading policy and procedures governing the purchase, sale, and other dispositions of securities of the Fund by
directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and
regulations. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading
in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures
does not purport to be complete and is qualified by reference to our Policy on Insider Trading filed as Exhibit 19 to this Annual Report
on Form 10-K.

 Item 11. Executive Compensation

 Information regarding Executive Compensation is incorporated
by reference to our 2025 Proxy Statement.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Information
regarding Security Ownership of Certain Beneficial Owners and Management and Securities Authorized for Issuance under Equity Compensation
Plans is incorporated by reference to our 2025 Proxy Statement.

 Item 13.
Certain Relationships and Related Transactions and Director Independence

 Information regarding
Certain Relationships and Related Transactions is incorporated by reference to our 2025 Proxy Statement.

 Item 14.
Principal Accountant Fees and Services

 Information
regarding Principal Accountant Fees and Services is incorporated by reference to our 2025 Proxy Statement.

 Item 15. Exhibits and Financial Statement Schedules

 (a)(1) The following financial statement schedules
are filed herewith:

 Schedule 12-14 Investments in and Advances to Affiliates

 Item 16. Form 10-K Summary

 Not Included.

 SCHEDULE 12-14

 EQUUS TOTAL
RETURN, INC.

 SCHEDULE OF INVESTMENTS IN AND ADVANCES TO AFFILIATES

 Year Ended

 December 31, 2024

 Portfolio Company

 Investment (a)

 Amount of Interest or Dividend

 Credited to Income (e)

 As of

 December 31, 2023 Fair Value

 Gross
 Additions (b)

 Gross
 Reductions (c)

 Decrease
 in Unrealized Appreciation / Depreciation

 As of

 December 31, 2024 Fair Value

 Control
 Investments: Majority-owned

 $
 —

 $
 10,000

 $
 —

 $
 —

 $
 (6,000
)

 $
 4,000

 22,600

 —

 —

 (9,600
)

 13,000

 -

 12% senior secured promissory note (d)

 1,470

 8,253

 2,247

 —

 —

 Total Control Investments: Majority-owned

 1,470

 2,247

 —

)

 Total Control Investments

 $
 1,470

 $

 $
 2,247

 $
 —

 $
)

 $

 This schedule should be read in conjunction with our Financial
Statements, including our Schedule of Investments and Notes 3 and 4 to the Financial Statements.

 (a)

 Common stock, warrants, options and
equity interests are generally non-income producing and restricted. In some cases, preferred stock may also be non-income producing. The
principal amount for debt and the number of shares of common stock and preferred stock is shown in the Schedule of Portfolio Securities
as of December 31, 2024.

 (b)

 Gross additions include increases in investments resulting
from new portfolio company investments, paid-in-kind interest or dividends, the amortization of discounts and fees, and the exchange of
one or more

 existing securities for one or more new securities. Gross additions
also include net increases in unrealized appreciation or net decreases in unrealized depreciation.

 (c)

 Gross reductions include decreases
in investments resulting from principal collections related to investment repayments or sales and the exchange of one or more existing
securities for one or more new securities. Gross reductions also include net increases in unrealized depreciation or net decreases in
unrealized appreciation.

 (d)

 Debt is on an accrual status as of December 31, 2024, and
is therefore considered income producing.

 (e)

 Represents the total amount of interest or dividends
credited to income for the portion of the year an investment was a control investment (more than 25% owned) or an affiliate investment
(5% to 25% owned),

 respectively. All dividend income is non-cash unless otherwise
 noted.

 (a)(2) Exhibits

 3.
 Articles of Incorporation and by- laws.

 (a)
 Restated
 Certificate of Incorporation of the Fund, as amended. [Incorporated by reference to Exhibit
 3(a) to Registrant's Current Report on Form 8-K filed on January 21, 2021.]

 (b)
 Certificate
 of Merger dated June 30, 1993, between the Fund and Equus Investments Incorporated. [Incorporated
 by reference to Exhibit 3(b) to Registrant's Annual Report on Form 10-K for the year
 ended December 31, 2007.]

 (c)
 Amended
 and Restated Bylaws of the Fund. [Incorporated by reference to Exhibit 3(b) to Registrant's
 Current Report on Form 8-K filed on December 23, 2010.]

 10.
 Material Contracts.

 (a)
 Safekeeping
 Agreement between the Fund and Amegy Bank dated August 16, 2008. [Incorporated by reference
 to Exhibit 10(c) to Registrant's Annual Report on Form 10-K for the year ended December
 31, 2008.]

 (b)
 Form
 of Indemnification Agreement between the Fund and certain of its directors and officers.
 [Incorporated by reference to Exhibit 10(d) to Registrant's Annual Report on Form 10-K
 for the year ended December 31, 2011]

 (c)
 Form
 of Release Agreement between the Fund and certain of its officers and former officers. [Incorporated
 by reference to Exhibit 10(h) to Registrant's Annual Report on Form 10-K for the year
 ended December 31, 2004.]

 (d)
 Code
 of Ethics of the Fund (Rule 17j-1) [Incorporated by reference to Exhibit 10(f) to Registrant's
 Annual Report on Form 10-K for the year ended December 31, 2009.]

 (e)
 2016
 Equity Incentive Plan, adopted June 13, 2016 [Incorporated by reference to Exhibit 1 to Registrant's
 Definitive Proxy Statement filed on May 5, 2016.]

 23.
 Consent of Experts and Counsel *

 (1)
 Consent
 of Independent Accountants, BDO
 USA, P.C., regarding the Fund

 (2)
 Consent
 of Independent Accountants, BDO
 USA, P.C., regarding Equus Energy, LLC

 (3)
 Consent
 of Independent Accountants, BDO
 USA, P.C., regarding Morgan E&P, LLC

 31.
 R u le 13a-14(a)/15d-14(a) Certifications *

 (1)
 Certification
 by Chief Executive Officer

 (2)
 Certification
 by Chief Financial Officer

 32.
 Section 1350 Certification *

 (1)
 Certification
 by Chief Executive Officer

 (2)
 Certification
 by Chief Financial Officer

 97.
 Policy Relating to Recovery of Erroneously Awarded Compensation

 (1)
 Equus
 Total Return, Inc. Compensation Recoupment Policy [Incorporated
 by reference to Exhibit 97.1 to Registrant's
 Annual Report on Form 10-K for the year ended December 31, 2023.]

 99.
 Equus Energy, LLC and Subsidiary and Morgan E&P, LLC *

 (1)
 Consolidated
 Financial Statements of Equus Energy, LLC and Subsidiary as of December 31, 2024 and 2022
 and for the years ended December 31, 2024, 2023 and 2022

 (2)
 Financial
 Statements of Morgan E&P, LLC as of December 31, 2024 for the year ended December 31,
 2024 and the period from inception (April 3, 2023) through December 31, 2023

 * Filed herewith

 Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto
duly authorized.

 EQUUS TOTAL RETURN, INC.

 Date: April

 /S/ JOHN A. HARDY

 John A. Hardy

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /S/ FRASER ATKINSON

 Director

 April

 Fraser Atkinson

 /S/ KENNETH I. DENOS

 Director, Secretary and Chief Compliance Officer

 April

 Kenneth I. Denos

 /S/ HENRY W. HANKINSON

 Director

 April

 Henry W. Hankinson

 /S/
 JOHN J. MAY

 Director

 April

 John
 J. May

 /S/ JOHN A. HARDY

 Director, Chief Executive Officer (Principal Executive Officer)

 April

 John A. Hardy

 /S/ L'SHERYL D. HUDSON

 Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

 April

 L'Sheryl D. Hudson