EQUUS TOTAL RETURN, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 22, 2023, Morgan E&P, LLC ("Morgan"), a wholly-owned subsidiary of Equus Total Return, Inc. ("Equus" or the "Fund") entered into a material definitive Purchase and Sale Agreement ("Purchase Agreement") with Pro Energy I LLC ("Pro Energy") to acquire certain oil and gas acreage and mineral rights in the Williston Basin of North Dakota.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 22, 2023, Morgan completed the acquisition of acreage and mineral rights pursuant to the Purchase Agreement described in Item 1.01 above.

 Item 8.01 Other Events.

On May 23, 2023, The Fund issued a press release announcing Morgan's completion of the Purchase Agreement described in Item 1.01. 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.



  10.1    Purchase and Sale Agreement between Morgan E&P, LLC and Pro Energy I
LLC.



  99.1    Press release issued on May 23, 2023.

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