Item 5.07 Submission of Matters to a Vote of Security Holders.

On January 20, 2021, holders of a majority of the outstanding common stock of Equus Total Return, Inc. (the "Company") authorized the Company's Board of Directors to: (i) cause the Company's withdrawal of its election to be classified as a business development company under the Investment Company Act of 1940 but in no event later than August 31, 2021 and, (ii) amend and restate the Company's Certificate of Incorporation to increase the number of authorized shares of common and preferred stock available for issuance from 50,000,000 to 100,000,000 shares and from 5,000,000 to 10,000,000 shares, respectively. Such actions will become effective twenty days after mailing of a definitive information statement to shareholders of the Company in accordance with the requirements of the Securities Exchange Act of 1934.




 Item 8.01 Other Events.

On January 20, 2021, the Company issued a press release announcing the authorization given to the Board by the shareholders as described in Item 5.07 above. The text of the press release is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.

3.1 Third Amended and Restated Certificate of Incorporation of Equus Total Return, Inc.

99.1 Press release issued on January 20, 2021 by Equus Total Return, Inc.

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