CION Investment : Other Report or Announcement

Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 1 of 116

As filed with the Securities and Exchange Commission on April 12, 2024

Securities Act File No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

(Check appropriate box or boxes)

• Registration Statement under the Securities Act of 1933
• • Pre-EffectiveAmendment No.
  • Post-EffectiveAmendment No.

and/or

• Registration Statement under the Investment Company Act of 1940
• • Amendment No.

CĪON Investment Corporation

(Exact Name of Registrant as Specified in Charter)

100 Park Avenue, 25th Floor

New York, NY 10017

(Address of Principal Executive Offices)

[phone]

(Registrant's Telephone Number, Including Area Code)

Eric A. Pinero

Chief Legal Officer

100 Park Avenue, 25th Floor

New York, NY 10017

(Name and Address of Agent for Service)

Copies of information to:

Jonathan Gaines, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

Tel. No. [phone]

Fax No. [phone]

Approximate Date of Commencement of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

• Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

• Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered in connection with a dividend reinvestment plan.
• Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

• Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
• Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

It is proposed that this filing will become effective (check appropriate box):

• when declared effective pursuant to Section 8(c) of the Securities Act.

If appropriate, check the following box:

• This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
• This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.
• This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.
• This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: ___.

Check each box that appropriately characterizes the Registrant:

• Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the "Investment Company Act")).

• Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

• Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

• A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

• Well-KnownSeasoned Issuer (as defined by Rule 405 under the Securities Act).
• Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (the "Exchange Act")).
• 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 7(a)(2)(B) of the Securities Act.
• New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 2 of 116

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary Prospectus (Subject to Completion)

April 12, 2024

$350,000,000

CĪON INVESTMENT CORPORATION,

a CION Investments company

Common Stock

Preferred Stock

Subscription Rights

Debt Securities

Warrants

We are an externally managed, non-diversified,closed-end management investment company that has elected to be regulated as a business development company, or BDC, under the Investment Company Act of 1940, as amended, or the 1940 Act. Our investment objective is to generate current income and, to a lesser extent, capital appreciation for our investors. We seek to meet our investment objective by investing primarily in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt, including corporate bonds and long-term subordinated loans, referred to as mezzanine loans, and equity, of private and thinly traded U.S. middle-market companies.

We are managed by CION Investment Management, LLC, or CIM, a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act, and our affiliate. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our investment portfolio. We have also entered into an administration agreement with CIM to provide us with administrative services necessary for us to operate. We elected to be treated for U.S. federal income tax purposes as a regulated investment company, or RIC, as defined under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.

We may offer, from time to time, in one or more offerings or series, together or separately, up to $350,000,000 of our common stock, preferred stock, subscription rights, debt securities or warrants representing rights to purchase common stock, preferred stock or debt securities, which we refer to, collectively, as the "securities." We may sell our securities directly or through underwriters or dealers, "at-the-market" to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus and any related free writing prospectuses. The securities may be offered at prices and on terms to be described in one or more supplements to this prospectus and any related free writing prospectuses.

Our common stock is traded on the New York Stock Exchange, or the NYSE, under the symbol "CION". In addition, our common stock and our Series A Notes due 2026 are traded in Israel on the Tel Aviv Stock Exchange Ltd., or the TASE, under the symbol "CION" and "CION B1", respectively. The last reported closing price for our common stock on the NYSE on April 11, 2024 was $11.12 per share. The net asset value, or NAV, of our common stock as of December 31, 2023 (the last date prior to the date of this prospectus as of which we determined NAV) was $16.23 per share.

Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 3 of 116

This prospectus and any accompanying prospectus supplement contain important information you should know before investing in our securities. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update, or change information contained in this prospectus. You should carefully read and retain for future reference this prospectus, the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference herein or therein, before buying any of the securities being offered. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or the SEC, which we incorporate by reference herein. See "Incorporation by Reference" in this prospectus. This information will be available by written or oral request and free of charge or you may make other shareholder inquiries by contacting us at 100 Park Avenue,

25th Floor, New York, New York 10017, on our website at www.cionbdc.com, or by telephone toll free at 1-877-822-4276 or collect at [phone]. The SEC also maintains a website at http://www.sec.gov that contains this information without charge. Information contained on or accessed through our website is not incorporated by reference into this prospectus, and you should not consider that information to be a part of this prospectus.

Shares of closed-end investment companies that are listed on an exchange, including BDCs, frequently trade at a discount to their NAV per share. If our shares trade at a discount to our NAV, it may increase the risk of loss for purchasers in an offering made pursuant to this prospectus or any related prospectus supplement. Investing in our securities is considered speculative and involves a high degree of risk. Before investing in our securities, you should review carefully the risks and uncertainties, including the risk of a substantial loss of investment, credit risk and the risk of the use of leverage, described in the section titled "Risk Factors" beginning on page 15 of this prospectus or otherwise incorporated by reference herein and included in, or incorporated by reference into, the applicable prospectus supplement and in any free writing prospectus we have authorized for use in connection with a specific offering, and under similar headings in the other documents that are incorporated by reference into this prospectus.

Substantially all the debt securities in which we invest are below investment grade debt securities and are often referred to as "high yield" or "junk" securities. Exposure to below investment grade securities involves certain risks, and those securities are viewed as having predominately speculative characteristics with respect to the issuer's capacity to pay interest and repay principal.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus may not be used to consummate sales of securities unless accompanied by a prospectus supplement and any related free writing prospectus.

The date of this prospectus is , 2024

Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 4 of 116

ABOUT THIS PROSPECTUS

This prospectus, any accompanying prospectus supplement and any related free writing prospectus are part of a registration statement that we have filed with the SEC using the "shelf" registration process. Under the shelf registration process, which constitutes a delayed offering in reliance on Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, we may offer, from time to time, in one or more offerings or series, up to $350,000,000 of our common stock, preferred stock, subscription rights, debt securities or warrants representing rights to purchase common stock, preferred stock or debt securities at prices and on terms to be determined at the time of the offering and described in one or more supplements to this prospectus. We may sell our securities directly or through underwriters or dealers, "at-the-market" to or through a market maker into an existing trading market or otherwise directly to one or more purchasers or through agents or through a combination of methods of sale. The identities of such underwriters, dealers, market makers or agents, as the case may be, will be described in one or more supplements to this prospectus or related free writing prospectuses.

This prospectus provides you with a general description of the securities that we may offer. Each time we use this prospectus to offer securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. In a prospectus supplement or free writing prospectus, we may also add, update or change any of the information contained in this prospectus or in the documents we incorporate by reference into this prospectus. This prospectus, together with the applicable prospectus supplement, any related free writing prospectus, and the documents incorporated by reference into this prospectus, the applicable prospectus supplement and any related free writing prospectus, will include all material information relating to the applicable offering. Before buying any of the securities being offered, you should carefully read this prospectus, any accompanying prospectus supplement and any related free writing prospectus, together with any exhibits, documents and additional information described in the sections titled "Available Information", "Incorporation by Reference", "Prospectus Summary", and "Risk Factors".

This prospectus may contain estimates and information concerning our industry, including market size and growth rates of the markets in which we participate, that are based on industry publications and other third-party reports. This information involves many assumptions and limitations, and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described or referenced in the section titled "Risk Factors," that could cause results to differ materially from those expressed in these publications and reports.

This prospectus includes summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed or incorporated by reference or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described in the section titled "Available Information."

You should rely only on the information contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any related free writing prospectus prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We have not authorized any dealer, salesperson or other person to provide you with different information or to make any representations as to matters not contained in this prospectus, any accompanying prospectus supplement, any related free writing prospectus, or the documents incorporated by reference herein or therein prepared by us or on our behalf or to which we have referred you. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any accompanying prospectus supplement and any related free writing prospectus prepared by us or on our behalf or to which we have referred you do not constitute an offer to sell, or a solicitation of an offer to buy, any securities by any person in any jurisdiction where it is unlawful for that person to make such an offer or solicitation or to any person in any jurisdiction to whom it is unlawful to make such an offer or solicitation. You should not assume that the information contained in or incorporated by reference into this prospectus, any accompanying prospectus supplement or any related free writing prospectus is accurate as of any date other than their respective dates. Our financial condition, results of operations and prospects may have changed since any such date. To the extent required by law, we will amend or supplement the information contained in or incorporated by reference into this prospectus and any accompanying prospectus supplement to reflect any material changes to such information subsequent to the date of this prospectus and any accompanying prospectus supplement and prior to the completion of any offering pursuant to this prospectus and any accompanying prospectus supplement.

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Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 5 of 116

You should rely only on the information contained in this prospectus or any accompanying supplement to this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. This prospectus and any accompanying prospectus supplement do not constitute an offer to sell or a solicitation of any offer to buy any security other than the registered securities to which they relate. You should assume that the information in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition and prospects may have changed since that date. We will update this prospectus to reflect material changes to the information contained herein.

	TABLE OF CONTENTS
ABOUT THIS PROSPECTUS	i
	PROSPECTUS SUMMARY	1
	FEES AND EXPENSES	11
	RISK FACTORS	15
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	16
	SELECTED FINANCIAL DATA	18
	FINANCIAL HIGHLIGHTS	19
	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
	ESTIMATED USE OF PROCEEDS	21
	PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS	22
	SALE OF COMMON STOCK BELOW NET ASSET VALUE	26
	SENIOR SECURITIES	27
	INVESTMENT OBJECTIVE AND STRATEGY	31
	PORTFOLIO COMPANIES	32
	DETERMINATION OF NET ASSET VALUE	49
	MANAGEMENT	53
	PORTFOLIO MANAGEMENT	54
	INVESTMENT ADVISORY AGREEMENT	55
	ADMINISTRATION AGREEMENT	56
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	57
	CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	58
	DISTRIBUTION REINVESTMENT PLAN	59
	DESCRIPTION OF OUR SECURITIES	60
	DESCRIPTION OF OUR COMMON STOCK	61
	DESCRIPTION OF PREFERRED STOCK THAT WE MAY ISSUE	67
	DESCRIPTION OF SUBSCRIPTION RIGHTS THAT WE MAY ISSUE	69
	DESCRIPTION OF DEBT SECURITIES THAT WE MAY ISSUE	71
	DESCRIPTION OF WARRANTS THAT WE MAY ISSUE	85
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	87
	REGULATION	96
	PLAN OF DISTRIBUTION	97
	CUSTODIAN, TRANSFER AND DISTRIBUTION PAYING AGENT AND REGISTRAR	99
	BROKERAGE ALLOCATION AND OTHER PRACTICES	99
	LEGAL MATTERS	99
	EXPERTS	99
	AVAILABLE INFORMATION	100
	INCORPORATION BY REFERENCE	101
	PRIVACY NOTICE	102

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Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 6 of 116

PROSPECTUS SUMMARY

This summary highlights some of the information contained elsewhere in this prospectus or incorporated by reference. It is not complete and may not contain all the information that you should consider before investing in our securities. You should read the more detailed information contained in this prospectus carefully, together with any applicable prospectus supplements or free writing prospectuses, especially the information set forth under "Risk Factors" below, "Item 1A. Risk Factors" in our most recent Annual Report on Form 10-K, "Part II-Item 1A. Risk Factors" in our most recent Quarterly Reports on Form 10-Q, in our Current Reports on Form 8-K, as well as in any amendments to the foregoing reflected in subsequent SEC filings, and the information set forth under the caption "Available Information" in this prospectus. Before making your investment decision, you should also carefully read the information incorporated by reference into this prospectus, including our consolidated financial statements and related notes, and the exhibits to the registration statement of which this prospectus is a part. Any yield information contained or incorporated by reference into this prospectus related to investments in our investment portfolio is not intended to approximate a return on your investment in us and does not take into account other aspects of our business, including our operating and other expenses, or other costs incurred by you in connection with your investment in us.

Unless otherwise noted, the terms "we," "us," "our," and "Company" refer to CĪON Investment Corporation and its consolidated subsidiaries. In addition, the terms "Adviser," "Administrator," and "CIM" refer to CION Investment Management, LLC, our affiliate that serves as our investment adviser and administrator, and "CIG" refers to CION Investment Group, LLC, of which CIM is a subsidiary.

Amounts and percentages presented herein may have been rounded for presentation and all dollar amounts, excluding share and per share amounts, are presented in thousands unless otherwise noted. In addition, all share and per share amounts have been retroactively adjusted, as applicable, to reflect the two-to-onereverse stock split, which became effective on September 21, 2021, or the Reverse Stock Split.

CĪON Investment Corporation

We are an externally managed, non-diversified,closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We elected to be treated for U.S. federal income tax purposes as a RIC as defined under Subchapter M of the Code.

We are managed by CIM, our affiliate and a registered investment adviser under the Advisers Act. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our portfolio. We have also entered into an administration agreement with CIM to provide us with administrative services necessary for us to operate. CIM is a controlled and consolidated subsidiary of CIG, our affiliate. As a member of CIM, CIG's investment professionals provide investment advisory services, including advice, evaluation and recommendations with respect to our investments. Additionally, Apollo Investment Management, L.P., or AIM, a subsidiary of Apollo Global Management, Inc. (NYSE: APO), or Apollo, also a member of CIM and a registered investment adviser under the Advisers Act, performs certain services for CIM, which include, among other services, providing (a) trade and settlement support; (b) portfolio and cash reconciliation; (c) market pipeline information regarding syndicated deals, in each case, as reasonably requested by CIM; and (d) monthly valuation reports and support for all broker-quoted investments. AIM may also, from time to time, provide us with access to potential investment opportunities made available on Apollo's credit platform on a similar basis as other third-party market participants. All of our investment decisions are the sole responsibility of, and are made at the sole discretion of, CIM's investment committee, which consists entirely of CIG senior personnel.

Our investment objective is to generate current income and, to a lesser extent, capital appreciation for our investors. We seek to meet our investment objective by utilizing the experienced management team of CIM, which includes its access to the relationships and human capital of its affiliates in sourcing, evaluating and structuring transactions, as well as monitoring and servicing our investments. Our portfolio is comprised primarily of investments in senior secured debt, including first lien loans, second lien loans and unitranche loans, and, to a lesser extent, collateralized securities, structured products and other similar securities, unsecured debt, and equity, of private and thinly traded U.S. middle-market companies. We define middle-market companies as companies that generally possess annual earnings before interest, taxes, depreciation and amortization, or EBITDA, of $75 million or less, with experienced management teams, significant free cash flow, strong competitive positions and potential for growth.

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Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
Client: 24-10244-1_CION Investment Corporation_N-2		File: tm2410244d1_n2.htm Type: N-2Pg: 7 of 116

In addition, we may from time to time invest up to 30% of our assets opportunistically in other types of investments, including collateralized securities, structured products and other similar securities and the securities of larger public companies and foreign securities, which may be deemed "non- qualifying assets" for the purpose of complying with investment restrictions under the 1940 Act. See "Regulation-Qualifying Assets" in this prospectus.

In connection with our debt investments, we may receive equity interests such as warrants or options as additional consideration. We may also purchase equity interests in the form of common or preferred stock in our target companies, either in conjunction with one of our debt investments or through a co-investment with a financial sponsor. We expect that our investments will generally range between $5 million and $50 million each, although investments may vary as the size of our capital base changes and will ultimately be at the discretion of CIM subject to oversight by our board of directors. We have made and intend to make smaller investments in syndicated loan opportunities, which typically include investments in companies with annual EBITDA of greater than $75 million, subject to liquidity and diversification constraints.

To enhance our opportunity for gain, we employ leverage as market conditions permit and at the discretion of CIM. On March 23, 2018, an amendment to Section 61(a) of the 1940 Act was signed into law to permit BDCs to reduce the minimum "asset coverage" ratio from 200% to 150% and, as a result, to potentially increase the ratio of a BDC's debt to equity from a maximum of 1-to-1 to a maximum of 2-to-1, so long as certain approval and disclosure requirements are satisfied. At our Special Meeting of Shareholders on December 30, 2021, shareholders approved a proposal to reduce our asset coverage ratio to 150% (i.e., $2 of debt outstanding for each $1 of equity), which allows us to increase the maximum amount of leverage that we are permitted to incur. Such asset coverage ratio became effective on December 31, 2021. We are required to make certain disclosures on our website and in SEC filings regarding, among other things, the receipt of approval to increase our leverage, our leverage capacity and usage, and risks related to leverage. See "Regulation" in this prospectus for a discussion of BDC regulation and other regulatory considerations.

As a BDC, we are subject to certain regulatory restrictions in negotiating or investing in certain investments with entities with which we may be prohibited from doing so under the 1940 Act, such as CIM and its affiliates, unless we obtain an exemptive order from the SEC. On August 30, 2022, we, CIM and certain of our affiliates were granted an order for exemptive relief, or the Order, by the SEC for us to co-invest with other funds managed by CIM or certain affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, we generally are permitted to co-invest with certain of our affiliates if a "required majority" (as defined in Section 57(o) of the 1940 Act) of the independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the proposed transaction, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching of us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that on which our affiliates are investing, and (4) the proposed investment by us would not benefit CIM or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits us to co-invest in our existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company. Even though we were granted the Order by the SEC, CIM's investment committee may determine that we should not participate in a co-investment transaction. See "Certain Relationships and Related Party Transactions" in this prospectus.

Organizational Overview

We were incorporated under the general corporation laws of the State of Maryland on August 9, 2011. On December 17, 2012, we successfully raised gross proceeds from unaffiliated outside investors of at least $2,500, or the minimum offering requirement, and commenced operations.

Our initial continuous public offering commenced on July 2, 2012 and ended on December 31, 2015, and our follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019, the date on which we closed the public offering of our shares. On October 5, 2021, our shares of common stock commenced trading on the NYSE under the ticker symbol "CION", or the Listing. Since commencing our initial continuous public offering on July 2, 2012 and through December 31, 2023, we sold 54,184,636 shares of common stock for corresponding net proceeds of $1,133,345. The net proceeds include gross proceeds received from reinvested shareholder distributions of $237,451 pursuant to our pre-Listing distribution reinvestment plan, for which we issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $259,392, for which we repurchased 16,084,731 shares of common stock. As of December 31, 2023, 16,084,731 shares of common stock repurchased had been retired.

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Date: 04/12/2024 08:53 AM	Toppan Merrill	Project: 24-10244-1 Form Type: N-2
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On February 26, 2023, our shares of common stock and our Series A Notes listed and commenced trading in Israel on the TASE under the ticker symbol "CION" and "CION B1," respectively. For a detailed discussion of our Series A Notes, refer to "Part II-Item 8. Consolidated Financial Statements and Supplementary Data-Note 8" of our most recent Annual Report on Form 10-K.

On September 15, 2023, our shareholders approved a proposal that authorizes us to issue shares of our common stock at prices below the then current NAV per share of our common stock in one or more offerings for a 12-month period following such shareholder approval. As of December 31, 2023, we had not issued any such shares. See "Regulation" in this prospectus.

About CIM

CIM is a registered investment adviser and our affiliate. CIM is a controlled and consolidated subsidiary of CIG and part of the CION Investments group of companies, or CION Investments. We believe that CION Investments is a leading manager of alternative investment solutions that focuses on alternative credit strategies for individual investors. CION Investments is headquartered in New York, with offices in Los Angeles and Boston.

Mark Gatto and Michael A. Reisner, together with Keith S. Franz, Gregg A. Bresner, Stephen Roman, Eric A. Pinero and Charlie Arestia, form the senior management team of CIM. Both Messrs. Gatto and Reisner have significant managerial and investing experience and serve as our co-chairmen and co-chief executive officers.

CIM's senior management team has extensive experience in lending to private U.S. middle-market companies and has developed an expertise in using all levels of a firm's capital structure to produce income-generating investments, focusing on risk management and delivering risk-adjusted returns that typically are collateralized by a company's business-essential equipment or corporate infrastructure.

Pursuant to an administration agreement, CIM furnishes us with office facilities and equipment, and clerical, bookkeeping and record keeping services. CIM also oversees our financial records and prepares our reports to shareholders and reports filed with the SEC. CIM also performs the calculation and publication of our NAV and oversees the preparation and filing of our tax returns, the payment of our expenses and the performance of various third- party service providers. Furthermore, CIM provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance. On August 7, 2023, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the administration agreement with CIM for a period of twelve months commencing August 9, 2023.

About CION Investments

We believe that CION Investments is a leading manager of investment solutions designed to redefine the way individual investors can build their portfolios and help meet their long-term investment goals. With more than 30 years of experience in the alternative asset management industry, CION Investments strives to level the playing field by giving investors direct access to asset management historically only available to the largest institutions. CION Investments provides distribution services as well through CION Securities, LLC, or CION Securities, one of our affiliates.

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Portfolio and Investment Activity

We engage in the purchase of debt and equity securities primarily issued by portfolio companies and lend directly to portfolio companies. The following tables summarize the composition of our investment portfolio at amortized cost and fair value as of December 31, 2023 and 2022:

				December 31, 2023
						Investments	Percentage of
		Investments			Fair	Investment
		Cost(1)				Value		Portfolio
Senior secured first lien debt	$	1,604,111			$	1,565,171		85.0%
Senior secured second lien debt		41,280				29,111	1.6%
Collateralized securities and structured products - equity		2,362			1,096	0.1%
Unsecured debt		31,693				12,874	0.7%
Equity		182,738			232,572	12.6%
Subtotal/total percentage		1,862,184				1,840,824		100.0	%
Short term investments(2)		113,446			113,446
Total investments	$	1,975,630			$	1,954,270
Number of portfolio companies								111
Purchased at a weighted average price of par								96.33%
Gross annual portfolio yield based upon the purchase price(3)								12.12%

1. Represents amortized cost for debt investments and cost for equity investments. Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on our investments.
2. Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.
3. The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

Senior secured first lien debt

Senior secured second lien debt

Collateralized securities and structured products - equity Unsecured debt

Equity

Subtotal/total percentage

Short term investments(2)

Total investments

Number of portfolio companies

Purchased at a weighted average price of par

Gross annual portfolio yield based upon the purchase price(3)

December 31, 2022

				Investments	Percentage of
	Investments		Fair	Investment
	Cost(1)			Value		Portfolio
$	1,638,995		$	1,579,512		90.3%
	41,036		38,769		2.2%
	2,687		1,179	0.1%
	30,427		22,643		1.3%
	79,595		107,058	6.1%
							%
	1,792,740		1,749,161
			100.0
	10,869		10,869
$	1,803,609		$	1,760,030
						113
						97.81%
						11.80%

1. Represents amortized cost for debt investments and cost for equity investments. Amortized cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on our investments.
2. Short term investments represent an investment in a fund that invests in highly liquid investments with average original maturity dates of three months or less.
3. The gross annual portfolio yield does not represent and may be higher than an actual investment return to shareholders because it excludes our expenses and all sales commissions and dealer manager fees and does not consider the cost of leverage.

4