8K:REPORTS FOURTH QUARTER AND YEAR END 2023 FINANCIAL RESULTS ,Distribution of $0.34 per Sharק

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_8k.htm Type: 8-KPg: 1 of 4

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2024 (March 11, 2024)

CĪON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

000-54755

45-3058280

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

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

100 Park Avenue,

25th Floor

New York, New

York 10017

(Address of Principal Executive Offices)

(212)

418-4700

(Registrant's telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

• Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
• Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
• Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

	Title of each class			Trading symbol(s)	Name of each exchange on which registered
	Common stock, par value $0.001 per share		CION		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_8k.htm Type: 8-KPg: 2 of 4

Item 2.02. Results of Operations and Financial Condition.

Quarterly Base Distribution

The board of directors (the "Board") of CĪON Investment Corporation ("CION") has delegated to CION's executive officers the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which will be ratified by the Board on a quarterly basis.

On March 11, 2024, CION's co-chief executive officers declared a quarterly base distribution of $0.34 per share for the first quarter of 2024 payable on March 28, 2024 to shareholders of record as of March 22, 2024. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Q4 and YE 2023 Financial Results

On March 14, 2024, CION issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

In connection with its conference call to be held on March 14, 2024 to discuss its financial results for the fourth quarter and year ended December 31, 2023, CION has provided an accompanying slide presentation in the Investor Resources - Events and Presentations section of its website at www.cionbdc.com. A copy of the presentation is also attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information disclosed under this Item 2.02, including Exhibits 99.1 and 99.2 hereto, is being "furnished" and shall not be deemed "filed" by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2024, Charlie Arestia, 38, was appointed as Managing Director and Head of Investor Relations of CION, effective immediately. In addition, Mr. Arestia will serve as Managing Director and Head of Investor Relations of CION Investment Management, LLC, CION's investment adviser.

Charlie Arestia has served as CION's Managing Director and Head of Investor Relations since March 2024. Prior to joining CION, Mr. Arestia was a Vice President at Focus Financial Partners from July 2021 to February 2024, with roles in both investor relations as well as mergers and acquisitions. While at Focus Financial Partners, his investor relations efforts included leading peer analysis and shareholder targeting efforts, as well as managing relationships with equity analysts and the investor community. Also, while at Focus Financial Partners, Mr. Arestia was responsible for sourcing and structuring mergers and acquisitions transactions in the wealth management space and working closely with partner firms on strategic initiatives to drive organic growth. From 2017 to 2021, he was an equity analyst at JP Morgan with coverage in the specialty finance sector including credit cards, auto and student lenders, business development companies, and mortgage finance. From 2014 to 2017, Mr. Arestia served in the US Army with assignments at Fort Benning, GA and Fort Bragg, NC. In 2010, Mr. Arestia began his career as an analyst at GS Gamma Advisors, a MBS-focused hedge fund at Guggenheim Partners. Mr. Arestia received a B.A from Johns Hopkins University.

There are no understandings or arrangements between Mr. Arestia and any other person pursuant to which Mr. Arestia was selected as an executive officer of CION. There is no family relationship between Mr. Arestia and any other director or executive officer of CION or any person nominated or chosen by CION to become a director or executive officer. There are no transactions in which Mr. Arestia has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01. Regulation FD Disclosure.

The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.

Item 9.01. Financial Statements and Exhibits.

1. Exhibits.

1. Press Release dated March 14, 2024.
2. CĪON Investment Corporation Fourth Quarter 2023 Earnings Presentation.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_8k.htm Type: 8-KPg: 3 of 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CĪON Investment Corporation
Date:	March 14, 2024	By: /s/ Michael A. Reisner
		Co-Chief Executive Officer

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_8k.htm Type: 8-KPg: 4 of 4

			EXHIBIT LIST
EXHIBIT
NUMBER	DESCRIPTION
	99.1		Press Release dated March 14, 2024.
99.2		CĪON Investment Corporation Fourth Quarter 2023 Earnings Presentation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 1 of 8
		Exhibit 99.1

CION INVESTMENT CORPORATION REPORTS FOURTH QUARTER AND YEAR END 2023 FINANCIAL RESULTS

Reports Another Quarter of Strong Financial Performance, Recording Distributions of $0.54 per Share and Achieving a $0.43 per Share Increase in NAV

Announces First Quarter 2024 Base Distribution of $0.34 per Share

For Immediate Release

NEW YORK, March 14, 2024 - CION Investment Corporation (NYSE: CION) ("CION" or the "Company") today reported financial results for the fourth quarter and year ended December 31, 2023 and filed its Form 10-K with the U.S. Securities and Exchange Commission. CION also announced that, on March 11, 2024, its co-chief executive officers declared a first quarter 2024 base distribution of $0.34 per share payable on March 28, 2024 to shareholders of record as of March 22, 2024.

FOURTH QUARTER AND OTHER HIGHLIGHTS

• Net investment income and earnings per share for the quarter ended December 31, 2023 were $0.40 per share and $0.94 per share, respectively;
• Net asset value per share was $16.23 as of December 31, 2023 compared to $15.80 as of September 30, 2023, an increase of $0.43 per share, or 2.7%. The increase was primarily due to mark-to-market price adjustments to the Company's portfolio during the quarter ended December 31, 2023;
• As of December 31, 2023, the Company had $1,092 million of total principal amount of debt outstanding, of which 62% was comprised of senior secured bank debt and 38% was comprised of unsecured debt. The Company's net debt-to-equity ratio was 1.10x as of December 31, 2023 compared to 1.03x as of September 30, 2023;
• As of December 31, 2023, the Company had total investments at fair value of $1,841 million in 111 portfolio companies across 24 industries. The investment portfolio was comprised of 86.6% senior secured loans, including 85.0% in first lien investments;1
• During the quarter, the Company funded new investment commitments of $147 million, funded previously unfunded commitments of $7 million, and had sales and repayments totaling $83 million, resulting in a net increase to the Company's funded portfolio of $71 million;
• As of December 31, 2023, investments on non-accrual status amounted to 0.9% and 3.5% of the total investment portfolio at fair value and amortized cost, respectively, which are down from 1.0% and 3.8%, respectively, as of September 30, 2023;
• During the quarter, the Company repurchased 280,168 shares of its common stock under its 10b5-1 trading plan at an average price of $10.35 per share for a total repurchase amount of $2.9 million. Through December 31, 2023, the Company repurchased a total of 2,773,804 shares of its common stock under its 10b5-1 trading plan at an average price of $9.72 per share for a total repurchase amount of $27.0 million;
• On October 10, 2023, the Company completed a private offering in Israel pursuant to which the Company issued approximately $34.1 million of its additional unsecured Series A Notes due 2026, which bear interest at a floating rate equal to SOFR plus a credit spread of 3.82% per year; and
• On November 8, 2023, the Company completed a private offering pursuant to which the Company issued $100 million of its unsecured notes due 2027, which bear interest at a floating rate equal to the three-month SOFR plus a credit spread of 4.75% per year.

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 2 of 8

DISTRIBUTIONS

• For the quarter ended December 31, 2023, the Company paid a quarterly base distribution totaling $18.4 million, or $0.34 per share, and declared a special year-end distribution totaling $8.1 million, or $0.15 per share, paid on January 31, 2024 to shareholders of record as of December 22, 2023, in addition to the previously declared supplemental distribution totaling $2.7 million, or $0.05 per share, paid on January 15, 2024 to shareholders of record as of December 29, 2023.

Michael A. Reisner, co-Chief Executive Officer of CION, commented:

"2023 was another strong year for CION as we continued to deliver NII in excess of our dividend. Our portfolio's credit performance continues to be robust, with non-accruals improving further from Q3 to 0.90% of fair value at year-end, reflecting our consistent investment and underwriting discipline. Looking ahead to 2024, we remain optimistic about our pipeline and the broader middle market lending landscape, which we believe positions CION well to achieve excellent risk-adjusted returns for shareholders."

SELECTED FINANCIAL HIGHLIGHTS
				As of
	(in thousands, except per share data)			December 31, 2023				September 30, 2023
	Investment portfolio, at fair value1		$	1,840,824	$	1,727,943
	Total debt outstanding2	$	1,092,344	$	1,008,212
	Net assets	$	879,563	$	860,760
	Net asset value per share	$	16.23	$	15.80
	Debt-to-equity		1.24x			1.17x
	Net debt-to-equity		1.10x			1.03x
				Three Months Ended
	(in thousands, except share and per share data)		December 31, 2023			September 30, 2023
	Total investment income		$	59,999			$	67,540
	Total operating expenses and income tax expense	$	38,241	$	37,550
	Net investment income after taxes	$	21,758	$	29,990
	Net realized losses	$	(351)	$	(8,123)
	Net unrealized gains	$	29,585	$	25,606
	Net increase in net assets resulting from operations	$	50,992	$	47,473
	Net investment income per share	$	0.40	$	0.55
	Net realized and unrealized gains per share	$	0.54	$	0.32
	Earnings per share	$	0.94	$	0.87
	Weighted average shares outstanding		54,292,065			54,561,367
	Distributions declared per share	$	0.54	$	0.39

Total investment income for the three months ended December 31, 2023 and September 30, 2023 was $60.0 million and $67.5 million, respectively. The decrease in total investment income was primarily driven by a make-whole payment received and additional investment income from restructuring activity during the three months ended September 30, 2023.

Operating expenses for the three months ended December 31, 2023 and September 30, 2023 were $38.2 million and $37.6 million, respectively. The increase in operating expenses was driven by higher interest expense due to an increase in the Company's total debt outstanding during the quarter ended December 31, 2023, partially offset by lower advisory fees paid to CIM due to a decrease in investment income as compared to the quarter ended September 30, 2023.

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 3 of 8

PORTFOLIO AND INVESTMENT ACTIVITY1
A summary of the Company's investment activity for the three months ended December 31, 2023 is as follows:
			New Investment
			Commitments				Sales and Repayments
		$ in	%				$ in	%
Investment Type		Thousands			of Total				Thousands			of Total
Senior secured first lien debt		$	151,712			100%	$	82,547			99%
Senior secured second lien debt		-	-		5		-
Collateralized securities and structured products - equity		-	-		62		-
Equity		-	-		391		1%
Total
$	151,712		100%	$	83,005		100%

During the three months ended December 31, 2023, new investment commitments were made across 5 new and 15 existing portfolio companies. During the same period, the Company received the full repayment on investments in 3 portfolio companies. As a result, the number of portfolio companies increased from 109 as of September 30, 2023 to 111 as of December 31, 2023.

PORTFOLIO SUMMARY1
As of December 31, 2023, the Company's investments consisted of the following:
			Investments at Fair Value
			$ in	%
Investment Type			Thousands			of Total
Senior secured first lien debt		$	1,565,171			85.0%
Senior secured second lien debt		29,111		1.6%
Collateralized securities and structured products - equity		1,096		0.1%
Unsecured debt		12,874			0.7%
Equity		232,572		12.6%
Total
$	1,840,824		100.0%

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 4 of 8

The following table presents certain selected information regarding the Company's investments:
		As of
		December 31, 2023		September 30, 2023
Number of portfolio companies		111			109
Percentage of performing loans bearing a floating rate3		92.5%		92.5%
Percentage of performing loans bearing a fixed rate3		7.5%		7.5%
Yield on debt and other income producing investments at amortized cost4		13.41%		13.04%
Yield on performing loans at amortized cost4		13.98%		13.55%
Yield on total investments at amortized cost		12.12%		11.81%
Weighted average leverage (net debt/EBITDA)5		5.02x		4.78x
Weighted average interest coverage5		1.93x		1.93x
Median EBITDA6	$	33.7 million	$	33.7 million

As of December 31, 2023, investments on non-accrual status represented 0.9% and 3.5% of the total investment portfolio at fair value and amortized cost, respectively. As of September 30, 2023, investments on non-accrual status represented 1.0% and 3.8% of the total investment portfolio at fair value and amortized cost, respectively.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2023, the Company had $1,092 million of total principal amount of debt outstanding, comprised of $672 million of outstanding borrowings under its senior secured credit facilities and $420 million of unsecured notes and term loans. The combined weighted average interest rate on debt outstanding was 8.5% for the quarter ended December 31, 2023. As of December 31, 2023, the Company had $122 million in cash and short-term investments and $153 million available under its financing arrangements.2

EARNING CONFERENCE CALL

CION will host an earnings conference call on Thursday, March 14, 2024 at 11:00 am Eastern Time to discuss its financial results for the fourth quarter and year ended December 31, 2023. Please visit the Investor Resources - Events and Presentations section of the Company's website at www.cionbdc.com for a slide presentation that complements the earnings conference call.

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 5 of 8

All interested parties are invited to participate via telephone or listen via the live webcast, which can be accessed by clicking the following link: CION Investment Corporation Fourth Quarter and Year End Conference Call. Domestic callers can access the conference call by dialing [phone]. International callers can access the conference call by dialing [phone]. All callers are asked to dial in approximately 10 minutes prior to the call. An archived replay will be available on a webcast link located in the Investor Resources - Events and Presentations section of CION's website.

ENDNOTES

1. The discussion of the investment portfolio excludes short-term investments.
2. Total debt outstanding excludes netting of debt issuance costs of $10.6 million and $8.0 million as of December 31, 2023 and September 30, 2023, respectively.
3. The fixed versus floating composition has been calculated as a percentage of performing debt investments measured on a fair value basis, including income producing preferred stock investments and excludes investments, if any, on non-accrual status.
4. Computed based on the (a) annual actual interest rate or yield earned plus amortization of fees and discounts on the performing debt and other income producing investments as of the reporting date, divided by (b) the total performing debt and other income producing investments (excluding investments on non-accrual status) at amortized cost. This calculation excludes exit fees that are receivable upon repayment of the investment.
5. For a particular portfolio company, the Company calculates the level of contractual indebtedness net of cash ("net debt") owed by the portfolio company and compares that amount to measures of cash flow available to service the net debt. To calculate net debt, the Company includes debt that is both senior and pari passu to the tranche of debt owned by it but excludes debt that is legally and contractually subordinated in ranking to the debt owned by the Company. The Company believes this calculation method assists in describing the risk of its portfolio investments, as it takes into consideration contractual rights of repayment of the tranche of debt owned by the Company relative to other senior and junior creditors of a portfolio company. The Company typically calculates cash flow available for debt service at a portfolio company by taking EBITDA for the trailing twelve-month period. Weighted average net debt to EBITDA is weighted based on the fair value of the Company's performing debt investments and excluding investments where net debt to EBITDA may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
   For a particular portfolio company, the Company also calculates the level of contractual interest expense owed by the portfolio company and compares that amount to EBITDA ("interest coverage ratio"). The Company believes this calculation method assists in describing the risk of its portfolio investments, as it takes into consideration contractual interest obligations of the portfolio company. Weighted average interest coverage is weighted based on the fair value of the Company's performing debt investments, and excludes investments where interest coverage may not be the appropriate measure of credit risk, such as cash collateralized loans and investments that are underwritten and covenanted based on recurring revenue.
   Portfolio company statistics, including EBITDA, are derived from the financial statements most recently provided to the Company for each portfolio company as of the reported end date. Statistics of the portfolio companies have not been independently verified by the Company and may reflect a normalized or adjusted amount.
6. Median EBITDA is calculated based on the portfolio company's EBITDA as of the Company's initial investment.

Date: 03/13/2024 06:56 PM	Toppan Merrill	Project: 24-8658-1 Form Type: 8-K
Client: 24-8658-1_CION Investment Corporation_8-K		File: tm248658d1_ex99-1.htmType: EX-99.1Pg: 6 of 8

CĪON Investment Corporation

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

			December 31, 2023			September 30, 2023
			(unaudited)				(unaudited)
	Assets
	Investments, at fair value:
	Non-controlled,non-affiliated investments (amortized cost of $1,610,822 and $1,555,700, respectively)	$	1,570,676	$	1,508,505
	Non-controlled, affiliated investments (amortized cost of $210,103 and $207,222, respectively)		206,301			201,617
	Controlled investments (amortized cost of $154,705 and $132,900, respectively)		177,293			134,755
	Total investments, at fair value (amortized cost of $1,975,630 and $1,895,822, respectively)		1,954,270				1,844,877
	Cash		8,415			6,805
	Interest receivable on investments		36,724				40,378
	Receivable due on investments sold and repaid		967			2,646
	Dividends receivable on investments		-			82
	Prepaid expenses and other assets		1,348			1,552
	Total assets	$	2,001,724			$	1,896,340
	Liabilities and Shareholders' Equity
	Liabilities
	Financing arrangements (net of unamortized debt issuance costs of $10,643 and $8,001, respectively)	$	1,081,701	$	1,000,211
	Payable for investments purchased		4,692			9,663
	Accounts payable and accrued expenses		1,036			1,510
	Interest payable		10,231				7,238
	Accrued management fees		6,893			6,741
	Accrued subordinated incentive fee on income		4,615			6,362
	Accrued administrative services expense		2,156			1,064
	Share repurchases payable		-			67
	Shareholder distribution payable		10,837				2,724
	Total liabilities		1,122,161				1,035,580
Shareholders' Equity
	Common stock, $0.001 par value; 500,000,000 shares authorized; 54,184,636 and 54,477,427 shares issued, and 54,184,636 and 54,464,804 shares outstanding, respectively		54				54
	Capital in excess of par value		1,033,030			1,035,929
	Accumulated distributable losses		(153,521)			(175,223)
	Total shareholders' equity		879,563				860,760
	Total liabilities and shareholders' equity	$	2,001,724			$	1,896,340
	Net asset value per share of common stock at end of period	$	16.23			$	15.80