Note: The document(s) containing the information
specified in this Part I will be sent or given to eligible “Participants” (as defined below) in the Plan as specified
by Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this registration statement or as prospectuses
or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in the registration
statement in Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.
Item 1. Plan Information.
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(a)
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General Plan Information
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Equus Total Return, Inc., (hereafter, the “Registrant”
or the “Company”) has adopted its 2016 Equity Incentive Plan (hereinafter referred to as the “Plan”), the
nature and purpose of which is to compensate the Company’s officers, directors, and employees (hereafter, collectively, “Participants”
or individually a “Participants”) for services rendered to the Company and to generate an increased incentive to contribute
to the progress of the Company. The Plan is attached as an exhibit to the Registrant’s Proxy Statement filed with the Securities
and Exchange Commission on May 5, 2016 and provides for the issuance of an aggregate of 2,534,728 shares of the Registrant’s
common stock in connection with common stock purchase options granted under the Plan, or grants of common stock under the Plan
(grants of common stock purchase options or shares of common stock are hereafter generically referred to as “Awards.”
Awards under the Plan may be made at any time up until ten years from the date the Plan was approved by the Company’s shareholders,
or June 13, 2026 (the “Plan Expiration Date”).
The Compensation Committee of the Company’s
Board of Directors (hereafter, the “Committee” or the “Administrator”) is the Administrator of the Plan.
Members of the Committee serve for one-year terms or until such time as they resign, are unable to perform their duties as Committee
members, or are dismissed from the Committee by the Board of Directors or dismissed as directors by the Company’s shareholders.
Members of the Committee, as directors of the Company, are also eligible as Participants to receive Awards under the Plan. The
Board may amend the Plan at any time and may also amend any Award granted thereunder without the consent of the Participant in
receipt of such Award, unless any such amendment would have a material adverse effect in respect to the Award so granted.
The Plan is not subject to any of the provisions
of the Employee Retirement Income Security Act of 1974.
The name, address, and telephone number of the
Registrant are as set forth on the facing page of this Registration Statement. Additional information about the Plan may be obtained
from the Registrant by any Participant.
(b) Employees Who
May Participate in the Plans
The Registrant intends to issue shares of its
common stock, par value $0.001 per share, the amounts of which are set forth above in subsection (a) of this Item 1.
(c) Employees
Who May Participate in the Plans
Any Employee, including any officer or director
of the Company, shall be eligible to be designated a Participant in the Plan.
(d) Purchase
of Securities Pursuant to the Plans and Payment for Securities Offered
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(1)
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The Participants may be issued common stock purchase options or grants of common stock for services rendered to the Registrant.
The number of shares of common stock (whether as common stock purchase options or grants of common stock) underlying any Award
under the Plan shall be set by the Administrator. The aggregate number of shares of common stock underlying all Awards granted
under the Plan shall not exceed the amount set forth in Item 1(a). Awards may be granted under the Plan until the Plan Expiration
Date.
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(2)
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Payment for the securities constituting an Award consists of services rendered to the Registrant. In the case of common stock
purchase options, payment of the exercise price of any such options shall be made in cash unless otherwise determined by the Administrator.
The exercise price of common stock purchase options is set by the Plan Administrator in accordance with the requirements of the
Plan.
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(3)
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No contributions are required by a Participant under the Plan.
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(4)
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No contributions by the Registrant other than the issuance of Awards is applicable.
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(5)
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Reports to the Participant as to the amount and status of the Participant’s account under the Plan will not be made.
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(6)
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The Awards issued pursuant to the Plan will consist of (i) newly-issued shares of the Registrant, or (ii) options to acquire
newly-issued shares of the Registrant.
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(7)
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No fees or commissions will be paid or issued in connection with any Awards granted under the Plan.
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(e) Resale
Restrictions
Awards of common stock purchase options may
not be resold until the same are exercised pursuant to the terms of such Award, following which no resale restrictions shall apply.
There are no resale restrictions in respect of the vested portion of Awards constituting shares of common stock.
(f) Tax
Effects on Plan Participation
The Plan is not qualified under Section 401(a)
of the Internal Revenue Code. To the extent a Participant receives an Award of common stock purchase options with an exercise price
below the fair value of the underlying common stock, such Participant may recognize ordinary income with respect to the difference
between the exercise price and fair value in respect of any vested options. To the extent that a Participant receives an Award
of common stock, the Participant will recognize ordinary income equal to the aggregate fair market value of any such shares that
become vested and not subject to forfeiture.
(g) Investment
of Funds
Not applicable.
(g) Withdrawal
from Plan; Assignment of Interest
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(1)
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Withdrawal from Plan - Not applicable.
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(2)
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Assignment - Except by the laws of descent and distribution, a Participant may not assign his interests in the Plan without
the written consent of the Company.
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(i) Forfeitures
and Penalties
Absent a contrary provision in a Participant’s
written agreement that embodies an Award under the Plan (each, an “Award Agreement”), the termination of a Participant’s
directorship, employment, consulting relationship may result in the forfeiture of any unvested portion of an Award granted under
the Plan. Moreover, except as may otherwise be set forth in an Award Agreement, any Award of common stock purchase options must
be exercised within three (3) months of the cessation of a Participant’s directorship, employment, or consulting relationship
with the Company, as applicable. In the case of a Participant’s death, such exercise period is one year from the Participant’s
date of death. In the case of a Participant’s termination or removal for “cause” as defined in the Plan, any
unvested portion of an Award of common stock purchase options or other securities shall be immediately forfeited to the Company.
(j) Charges
and Deductions, and Liens Therefor
There are no charges or deductions that may
be made against the Participant’s interest in the Plan.
Item 2. Registration Information and Employee Plan Annual
Information.
Registrant shall provide to the Participant,
without charge, upon oral or written request, the documents incorporated by reference in Item 3 of Part II of this Registration
Statement. The Registrant shall also provide to the Participant, without charge, upon oral or written request, all of the documents
required to be delivered to the Participant pursuant to Rule 428(b). Any and all such requests shall be directed to the Registrant
at the address set forth on the cover page hereof. Its telephone number is (713) 529-0900.