Core Viewpoint - Equus Total Return, Inc. has been notified by the NYSE of non-compliance with listing standards due to its Common Stock trading below $1.00 for a consecutive 30-day period, but this notice does not affect its current listing or trading status [1][4]. Group 1: Compliance Notification - The NYSE notified Equus on May 15, 2025, regarding the non-compliance with Section 802.01C of the NYSE Listed Company Manual [1]. - The notice is classified as a deficiency notice and does not imply immediate delisting [1][4]. Group 2: Plans for Compliance - The Company plans to inform the NYSE by May 25, 2025, of its intention to remedy the stock price deficiency and return to compliance [2]. - Equus can regain compliance within six months if it achieves a closing share price of at least $1.00 on the last trading day of any calendar month during the cure period [2]. Group 3: Potential Actions for Compliance - The Company is considering various alternatives to address the stock price non-compliance, including a reverse stock split, which will be proposed at the upcoming annual meeting on June 26, 2025 [3]. - If the Company takes action requiring stockholder approval, the price condition will be deemed cured if the stock price exceeds $1.00 and remains above that level for at least 30 trading days [3]. Group 4: Ongoing Operations - Equus's Common Stock will continue to be listed and traded on the NYSE during the compliance period, provided it meets other listing standards [4]. - The notice is not expected to impact the Company's ongoing business operations or its reporting obligations with the U.S. Securities and Exchange Commission [4]. Group 5: Company Overview - Equus Total Return, Inc. operates as a business development company and trades as a closed-end fund on the NYSE under the symbol "EQS" [5].

Financial Performance - Equus Total Return, Inc. aims to provide the highest total return through capital appreciation and current income [146]. - Net asset value increased from $2.17 per share to $2.52 per share, an increase of 16.0% [165]. - The Fund recorded a net investment loss of $1.1 million for the three months ended March 31, 2025 [174]. - The Fund purchased a senior convertible promissory note from General Enterprise Ventures for $1.5 million, with an increase of $3.0 million in fair value recorded [177]. - The Fund sold Equus Energy for $1.25 million in cash and 27,500 shares of preferred stock [178]. - The Fund recorded a reversal of unrealized depreciation of $4.1 million for its investment in Equus Energy, LLC [179]. - The Fund's common stock is trading at a 59.9% discount to its net asset value as of March 31, 2025 [165]. Economic Indicators - U.S. GDP contracted at an annualized rate of 0.3% in Q1 2025, following a 2.4% increase in Q4 2024, indicating economic challenges [159]. - The unemployment rate remained steady at 4.2% in April 2025, with the Congressional Budget Office predicting a slight increase to 4.5% for the remainder of 2025 [160]. - As of March 2025, the consumer price index increased by 2.4% over the previous 12 months, down from 2.8% in February 2025 [161]. - The introduction of tariffs in Q1 2025 is expected to increase inflation rates throughout the remainder of 2025 and into 2026 [161]. Interest Rates and Monetary Policy - The Federal Reserve cut interest rates by 50 basis points on September 18, 2024, marking the first reduction in four years [162]. Company Strategy and Operations - Equus plans to transform into an operating company, pending shareholder authorization expected in 2025 [153]. - The company has reduced its asset coverage ratio from 200% to 150%, allowing it to borrow up to twice the value of its net assets [154]. - The company has not incurred additional borrowings beyond a margin loan for U.S. Treasury bills since the asset coverage ratio reduction [154]. - The Fund's management has internalized management to achieve efficiencies in its cost structure as it grows [166]. Market Activity - Global merger and acquisition activity in 2024 was approximately $2.2 trillion, a slight increase from $2.1 trillion in 2023 [163]. - Private equity activity decreased from $464 billion in Q4 2024 to $445 billion in Q1 2025, with the U.S. accounting for roughly half of these totals [164]. - Analysts expect overall annual private equity activity to increase by 1.0% in 2025 over 2024, still 13.0% below the 2018-2019 average [164]. Capital Expenditures - In 2024, Morgan E&P, LLC incurred $6.4 million in capital expenditures for oil and gas development, with additional expenditures expected in 2025 [158].

Core Viewpoint - Equasens Group reported a revenue of €57.0 million for Q1 2025, reflecting a growth of 6.9% on a reported basis and 5.9% like-for-like compared to Q1 2024 [3][4]. Revenue Breakdown - The Pharmagest Division generated €42.0 million in revenue, marking a 5.5% increase on a reported basis [6][7]. - The Axigate Link Division reported revenue of €8.3 million, also up 5.5% on both reported and like-for-like bases [10][8]. - The e-Connect Division saw significant growth, with revenue reaching €3.5 million, up 21.2% on a reported and like-for-like basis [10][9]. - The Medical Solutions Division reported revenue of €2.7 million, a 25.1% increase on a reported basis, driven by the integration of CALIMED [10][11]. - The Fintech Division experienced a decline in revenue to €0.6 million, down 8.3% on both reported and like-for-like bases due to a restructuring of the customer base [21]. Business Type Performance - Sales of configurations and hardware increased by 7.7%, with Pharmagest and e-Connect showing strong growth [6][10]. - Scalable maintenance and professional training services grew by 3.5%, indicating customer loyalty [6][10]. - Software solutions and subscriptions rose by 11.3%, supported by acquisitions and organic growth [6][10]. Market Insights - The French market showed positive signals, with all business lines reporting growth, particularly in equipment sales [10]. - The Nursing Home sector benefited from public funding, while the Homecare sector maintained a promising level of new business [10]. - Revenue growth was also observed in Italy (up 13.3%), Belgium (up 4.8%), and Germany (up 12.5%) [10]. Future Outlook - The company is optimistic about growth in Q2 2025, supported by a strong order level in the Pharmacy sector [13]. - Equasens Group remains focused on external growth opportunities in France and Europe to strengthen its position in digital healthcare solutions [14].

Core Viewpoint - Equasens Group has initiated exclusive negotiations to acquire two software businesses in the public healthcare sector, aiming to enhance its market position and expand its solution offerings [3][6][11]. Group 1: Proposed Acquisition Details - The acquisition involves two complementary businesses: ResUrgences, a web-based platform for managing hospital emergency services, and the DIS suite of digital solutions for public healthcare establishments [4][5]. - If completed, these businesses will be integrated into the Axigate Link Division, which specializes in software for health and medico-social establishments [5]. Group 2: Strategic Focus - This acquisition aligns with Equasens' strategy to strengthen its market share in the rapidly growing public health software sector [6]. - The Group aims to enhance its portfolio with high value-added solutions, leveraging synergies with existing offerings to drive growth and innovation [7]. Group 3: Impact on Digital Transformation - The potential acquisition is expected to solidify Equasens' role in the digital transformation of the healthcare system by providing tailored solutions for healthcare establishments [8]. - The transaction is anticipated to be completed before the end of Q3 2025, subject to standard regulatory and employee consultation processes [9].

Financing Activities - In Q1 2025, the company issued a 1-year senior convertible promissory note for $2.0 million at a 10.0% interest rate, convertible at $1.50 per share [16]. - The company purchased a senior convertible promissory note from General Enterprise Ventures, Inc. for $1.5 million, also at a 10% interest rate, convertible at $0.40 per share [16]. Investment Transactions - The sale of Equus Energy to North American Energy Opportunities Corp. was completed for $1.25 million in cash and 27,500 shares of preferred stock, potentially valued at $2.75 million [17]. Market Conditions - As of December 31, 2024, WTI oil prices were at $72.44, while natural gas prices stabilized at $3.40 per MMBTU [17]. Management Strategy - The company plans to pursue a more active management role in its investments to enhance shareholder value, including monitoring portfolio performance and exploring liquidity events [19]. - The investment strategy focuses on maximizing returns through debt and equity securities of small to middle market companies, with an emphasis on cash-producing investments [20]. - The company aims to maintain a substantial target market with favorable growth potential and strong competitive positions [25]. - Management seeks to invest in companies with experienced teams and significant management ownership to align interests and maximize shareholder value [24]. - The company is evaluating opportunities to transform into an operating company or permanent capital vehicle, pending stockholder approval [18]. Valuation and Investment Approach - The fair value of investments is determined based on portfolio company earnings, cash flow, and net worth, with adjustments reflecting market prices for similar securities and future financial prospects [38]. - The company intends to hold loans to maturity for privately held debt investments, believing that fair value will not exceed the cost of the investment [39]. - The company may engage independent third-party valuation firms to conduct appraisals and review preliminary valuations of privately-held investments [40]. Regulatory and Tax Considerations - The company has ceased to qualify as a regulated investment company (RIC) and may be taxed at regular corporate rates moving forward [14]. - The company has historically operated to qualify as a Regulated Investment Company (RIC) but elected not to qualify during Q4 2024, which subjects it to regular corporate tax rates [55]. - If the company requalifies as a RIC and distributes at least 90% of its taxable income, it will not be subject to federal income tax on distributed taxable income and capital gains [56]. - The company must meet specific diversification requirements to maintain RIC status, including having at least 50% of assets in cash and government securities [57]. - The company has the right to sell common stock below net asset value only with stockholder approval, including a majority of nonaffiliated stockholders [52]. - The company has no redemption rights for stockholders, and it may repurchase shares to reduce market value discounts [53]. - The company is subject to a 4.0% nondeductible federal excise tax if it does not distribute at least 98.2% of its net income consisting of capital gains within a one-year period [58]. Risks and Challenges - The company faces risks from economic conditions, including the impact of the coronavirus, which may negatively affect financial resources [64]. - The company depends on external financing for growth, which may be affected by borrowing arrangements and asset coverage requirements [64]. - The company is exposed to risks related to the default of portfolio companies on loans, which could impact operating results [64]. - The company cautions against undue reliance on forward-looking statements due to various uncertainties and risks [64]. Portfolio Composition - A significant portion of the investment portfolio consists of equity investments in private companies, with modest changes in public market equity prices generally not significantly impacting their estimated fair value [211]. - As of December 31, 2024, the "Energy" segment represents 93.1% of the company's net asset value and 91.9% of total assets [212]. - The company is classified as a "non-diversified" investment company, allowing it to invest a larger proportion of assets in a single user, which increases exposure to individual portfolio company performance [212]. Financial Instruments and Market Risks - The company does not use derivative financial instruments to mitigate financial market risks, including interest rate changes and foreign currency fluctuations [209]. - Changes in interest rates do not directly affect interest income from fixed-rate debt securities, as these are generally held to maturity [210]. - A hypothetical ten percent change in equity prices of publicly traded companies would result in a similar percentage change in the fair value of these securities [211].

Core Insights - The company reported a decline in key financial metrics for the year 2024, with revenue at €216.8 million, a decrease of 1.4% compared to 2023, and a net profit attributable to Group shareholders of €36.2 million, down 23.0% [2][4]. Financial Performance - Revenue for 2024 was €216.8 million, down from €219.7 million in 2023, reflecting a decrease of €3.0 million or 1.4% [2][4]. - Current Operating Income (COI) fell to €45.1 million, a decline of 19.2% from €55.8 million in 2023 [2][4]. - Net profit attributable to the Group decreased to €36.2 million, down €10.8 million or 23.0% from the previous year [2][4]. Division Analysis - **Pharmagest Division**: COI decreased to €30.7 million, down 16.4% from €36.7 million in 2023, primarily due to lower sales in the first half of the year [3][7]. - **Axigate Link Division**: Maintained a high profitability rate with COI at €10.2 million, a slight decrease of 2.3% from €10.4 million in 2023 [3][9]. - **e-Connect Division**: COI dropped to €4.8 million, down 28.0% from €6.7 million in 2023, attributed to lower sales [3][10]. - **Medical Solutions Division**: COI was €0.2 million, a significant decline of 92.0% from €2.2 million in 2023, as the division transitioned to new software solutions [3][12]. - **Fintech Division**: Experienced a deterioration in operating income, with COI at -€0.8 million, reflecting a significant decline of 73.4% in the second half of the year [3][14]. Strategic Outlook - The company aims for a return to revenue growth of close to 10% by the end of 2025, supported by investments in new solutions integrating artificial intelligence and cloud services [4][18]. - The strategy includes maintaining external growth initiatives in France and Europe while focusing on R&D and infrastructure investments [4][18]. Dividend Proposal - The Board of Directors proposed a gross dividend of €1.25 per share for fiscal 2024, to be discussed at the Annual General Meeting on June 25, 2025 [4][17]. Financial Health - The company reported a strong financial surplus of €79.5 million, indicating solid balance sheet structure despite the decline in profits [4][24].

Core Insights - Equasens Group reported a total revenue of €216.8 million for the year ending December 31, 2024, reflecting a decrease of 1.4% on a reported basis and a decline of 3.7% on a like-for-like basis [3][4][11] Revenue Breakdown - Q4 2024 revenue was €58.6 million, representing a 2.6% increase on a reported basis but a 0.4% decrease on a like-for-like basis compared to Q4 2023 [3][10][11] - The Pharmagest Division generated €163.5 million in revenue for 2024, a slight increase of 0.5% on a reported basis, but a decline of 3.3% on a like-for-like basis [5][11] - The Axigate Link Division achieved €32.1 million in revenue for 2024, marking a 3.2% increase on a reported basis and a 5.5% increase on a like-for-like basis [11][12] - The e-Connect Division saw a significant decline, with revenue of €11.2 million for 2024, down 25.3% on a reported basis [11][24] - The Medical Solutions Division recorded revenue of €7.9 million for 2024, down 10.9% compared to the previous year [11][24] - The Fintech Division's revenue was €2.0 million for the year, a decrease of 2.1% compared to 2023 [11][24] Strategic Developments - Equasens Group is focusing on a strategic transformation towards a SaaS business model, which includes migrating solutions to cloud-based platforms [20][21] - The company is investing in Artificial Intelligence to enhance its decision-making tools for healthcare professionals [21] - The acquisition of Calimed SAS in December 2024 aligns with the company's strategy of external growth [4][11] Market Conditions - The company faced challenges due to political instability in France, impacting configuration and equipment sales, which decreased by 7.9% for the full year [11] - Despite these challenges, scalable maintenance services and professional training showed positive growth, with a 3.1% increase in Q4 2024 [11] Future Outlook - The company anticipates a positive momentum for 2025, expecting nearly 10% nominal growth in the second half of the year driven by new solutions and capital expenditures [19][20]

Core Viewpoint - Equus Total Return, Inc. has appointed Fraser Atkinson as the independent Chairman of the Board and John J. May as an independent director, effective immediately [1] Group 1: Leadership Appointments - Fraser Atkinson will continue to serve as Chair of the Equus Audit Committee and as a member of the Fund's Compensation Committee and Governance and Nominating Committee [1] - John J. May has over 50 years of experience as a Chartered Accountant and was a senior partner at Crowe UK for 17 years, including 8 years on the Managing Board [2] - Mr. May has a diverse background with experience as a director in various public and private companies, focusing on mining, energy, and oil and gas sectors [3] Group 2: Additional Roles and Contributions - Mr. May is currently the Managing Partner of City & Westminster Corporate Finance LLP, registered with the Financial Conduct Authority in the UK [2] - He serves as Chairman of the Small Business Bureau Limited and the Genesis Initiative Limited, which represents about 25% of all SMEs in the UK [4] - In addition to his role on the Board, Mr. May will also participate in the Fund's Audit Committee, Compensation Committee, and Governance and Nominating Committee [5] Group 3: Company Overview - Equus Total Return, Inc. is a business development company that operates as a closed-end fund on the New York Stock Exchange under the symbol "EQS" [6]

Acquisition Overview - Equasens Group acquires a 90% majority stake in Calimed SAS, a cloud-based medical Practice Management Software (PMS) provider, to strengthen its position in the French healthcare software market [15][1] - Calimed will become part of Equasens' Medical Solutions Division, which already serves over 25,000 users with a comprehensive range of software solutions for medical and paramedical professions [5][16] Strategic Goals - The acquisition aims to increase Equasens' market share in the French PMS market and expand its portfolio of online solutions to support the digital transition of medical practices [1] - Equasens plans to integrate Calimed's innovative modules, such as "Follow-Up" for pre-, per-, and post-operative monitoring, into its existing software range [6] - The company aims to establish easy-care as the market-leading software by leveraging synergies between Calimed and Equasens' existing solutions [21] Market Potential - The French private medical practice software market is fragmented, with significant potential for consolidation, and Equasens' Medical Solutions Division is currently the third-largest player [8] - There are 200,000 practitioners in France, including 115,000 in private practice, indicating considerable growth potential for Equasens' solutions [8] Product Innovations - Calimed's software features advanced pre-, per-, and post-operative questionnaire management and automatic data integration into Electronic Patient Records, offering time savings for surgeons [2] - Equasens plans to integrate innovative modules like the AI Loquii voice consultation assistant and PandaLab Pro inter-professional messaging system into the easy-care solution [6] - Starting in 2025, Calimed users will gain access to new digital services, such as digital prescriptions, through a gateway between Calimed and easy-care [9] Synergies and Growth - Calimed's business model is based on recurring SaaS subscription revenues, with nearly 4,000 active users and excellent customer retention rates [3] - Equasens will leverage its Private Health Cloud infrastructure, certified for hosting healthcare data, to enhance Calimed's offerings [7] - The acquisition will enable Equasens to accelerate the deployment of easy-care and recruit new clients more effectively, starting in 2025 [6] Industry Trends - The healthcare system is undergoing a digital transformation, with digital solutions emerging as a key lever for cost optimization, streamlined care pathways, and improved coordination between professionals [19] - New regulations are driving innovation and investment in open, secure, and interoperable healthcare solutions [19] Company Background - Equasens Group, founded over 35 years ago, employs over 1,300 people across Europe and is a leader in digital healthcare solutions [11] - The company's mission is to facilitate the day-to-day work of healthcare professionals through professional software, applications, and digital solutions [11]

Financial Summary - As of September 30, 2024, the net assets of Equus Total Return, Inc. were reported at $40.2 million, a decrease from $49.8 million as of June 30, 2024 [1] - The net asset value per share decreased to $2.96 from $3.66 during the same period [1] - The number of shares outstanding remained constant at 13,586 [1] Portfolio Performance - The fair value of the equity holding in Morgan E&P decreased by $7.0 million, from $26.0 million as of June 30, 2024, to $19.0 million as of September 30, 2024, primarily due to a 17.6% decrease in oil prices and a decline in production from its operating wells [1] - The fair value of the holding in Equus Energy decreased by $2.0 million, from $10.0 million to $8.0 million, also largely attributed to the decrease in oil prices during the quarter [2] Company Overview - Equus Total Return, Inc. operates as a business development company and is traded as a closed-end fund on the New York Stock Exchange under the symbol "EQS" [3]