FORM 10K: ANNUAL REPORT For the fiscal year ended December 31, 2023, DIVIDEND DISTRIBUTION

3/13/24, 7:55 PM

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023
  OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________
  Commission File Number 000-54755

CĪON Investment Corporation

(Exact name of registrant as specified in its charter)

	Maryland				45-3058280
	(State or other jurisdiction of				(I.R.S. Employer
	incorporation or organization)				Identification No.)
	100 Park Avenue, 25th Floor				10017
	New York, New York
	(Address of principal executive offices)				(Zip Code)
			[phone]
		(Registrant's telephone number, including area code)
	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

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

1/179

3/13/24, 7:55 PM

Document

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.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The aggregate market value of the voting common stock held by non-affiliates of the registrant on June 30, 2023, based on the closing price on that date of $10.38 on the New York Stock Exchange, was approximately $564,737,167.

The number of shares of the registrant's common stock, $0.001 par value, outstanding as of March 6, 2024 was 53,844,131.

Documents Incorporated by Reference. None.

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

2/179

3/13/24, 7:55 PM

Document

CĪON INVESTMENT CORPORATION
FORM 10-K
TABLE OF CONTENTS
PART I	Page
Item 1. Business	5
Item 1A. Risk Factors	29
Item 1B. Unresolved Staff Comments	55
Item 1C. Cybersecurity	55
Item 2. Properties	56
Item 3. Legal Proceedings	57
Item 4. Mine Safety Disclosures	57
PART II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	58
Item 6. [RESERVED]	67
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	68
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	82
Item 8. Consolidated Financial Statements and Supplementary Data	83
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	153
Item 9A. Controls and Procedures	153
Item 9B. Other Information	154
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	154
PART III
Item 10. Directors, Executive Officers and Corporate Governance	155
Item 11. Executive Compensation	162
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	162
Item 13. Certain Relationships and Related Transactions, and Director Independence	164
Item 14. Principal Accountant Fees and Services	166
PART IV
Item 15. Exhibits and Financial Statement Schedules	168
Item 16. Form 10-K Summary	171
Signatures	172

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

3/179

3/13/24, 7:55 PM

Document

PART I

Forward-Looking Statements

Some of the statements within this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Annual Report on Form 10-K involve numerous risks and uncertainties, including statements as to:

• our future operating results;
• our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation, high interest rates and the risk of recession;
• the impact of the investments that we expect to make;
• the ability of our portfolio companies to achieve their objectives;
• our current and expected financings and investments;
• the adequacy of our cash resources, financing sources and working capital;
• the use of borrowed money to finance a portion of our investments;
• the timing of cash flows, if any, from the operations of our portfolio companies;
• our contractual arrangements and relationships with third parties;
• the actual and potential conflicts of interest with our investment adviser, CION Investment Management, LLC, or CIM, a registered investment adviser and our affiliate, and CIM's affiliates;
• the ability of CIM's investment professionals to locate suitable investments for us and the ability of CIM to monitor and administer our investments;
• the ability of CIM and its affiliates to attract and retain highly talented professionals;
• the dependence of our future success on the general economy and its impact on the industries in which we invest, including inflation and high interest rates and the related economic disruptions caused thereby;
• the effects of a changing interest rate environment;
• our ability to source favorable private investments;
• our tax status;
• the effect of changes to tax legislation and our tax position;
• the tax status of the companies in which we invest; and
• the timing and amount of distributions and dividends from the companies in which we invest.

In addition, words such as "anticipate," "believe," "expect" and "intend" indicate a forward-looking statement, although not all forward- looking statements include these words. The forward-looking statements contained in this Annual Report on Form 10-K involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" in Item 1A of Part I of this Annual Report on Form 10-K. Other factors that could cause actual results to differ materially include:

• changes in the economy;
• risks associated with possible disruption in our operations or the economy generally due to terrorism, pandemics, or natural disasters;
• future changes in laws or regulations and conditions in our operating areas;
• the price at which shares of our common stock may trade on and volume fluctuations in the New York Stock Exchange, or the NYSE; and
• the costs associated with being a publicly traded company.

We have based the forward-looking statements on information available to us on the date of this Annual Report on Form 10-K. Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to review any additional disclosures that we may make directly to you or through reports that we in the future may file with the Securities and Exchange Commission, or the SEC, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The forward-looking statements contained in this Annual Report on Form 10-K are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

1

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

4/179

3/13/24, 7:55 PM

Document

Summary of Risk Factors

An investment in our securities involves a high degree of risk and may be considered speculative. Some, but not all, of the risks and uncertainties that we face are related to:

Risks Relating to Our Business and Structure

• our ability to achieve our investment objective depends on the ability of CIM to manage and support our investment process and if CIM was to lose any members of its senior management team, our ability to achieve our investment objective could be significantly harmed;
• because our business model depends to a significant extent upon relationships with public and private lenders, selected middle-market private equity sponsors, large private equity sponsors (on a limited basis), investment banks and commercial banks, the inability of CIM or its affiliates to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect our business;
• we may face increasing competition for investment opportunities, which could delay deployment of our capital, reduce returns and result in losses;
• as required by the Investment Company Act of 1940, as amended, or the 1940 Act, a significant portion of our investment portfolio is and will be recorded at fair value as determined in good faith by our board of directors and, as a result, there is and will be uncertainty as to the value of our portfolio investments;
• there is a risk that investors in our common stock may not receive distributions or that our distributions may not grow over time;
• changes in laws or regulations governing our operations may adversely affect our business or cause us to alter our business strategy;
• any unrealized losses we experience on our portfolio may be an indication of future realized losses, which could reduce our income available for distribution;

Risks Relating to CIM and its Affiliates

• CIM and its affiliates, including our officers and some of our directors, face conflicts of interest caused by compensation arrangements with us and our affiliates, which could result in actions that are not in the best interests of our shareholders;
• we may be obligated to pay CIM incentive compensation even if we incur a net loss due to a decline in the value of our portfolio;
• there may be conflicts of interest related to obligations that CIM's senior management and investment teams have to other clients;
• our base management and incentive fees may induce CIM to make and identify speculative investments or to incur additional leverage;
• the compensation we pay to CIM was determined without independent assessment on our behalf, and these terms may be less advantageous to us than if such terms had been the subject of arm's-length negotiations;

Risks Relating to Business Development Companies

• the requirement that we invest a sufficient portion of our assets in qualifying assets could preclude us from investing in accordance with our current business strategy; conversely, the failure to invest a sufficient portion of our assets in qualifying assets could result in our failure to maintain our status as a business development company, or BDC;
• failure to maintain our status as a BDC would reduce our operating flexibility;
• regulations governing our operation as a BDC and as a regulated investment company, or RIC, will affect our ability to raise, and the way in which we raise, additional capital or borrow for investment purposes, which may have a negative effect on our growth;
• our ability to enter into transactions with our affiliates is restricted;
• increasing scrutiny from stakeholders and regulators with respect to ESG matters and corporate social responsibility may impose additional costs and expose us to additional risks;

Risks Relating to Our Investments

• our investments in prospective portfolio companies may be risky, and we could lose all or part of our investment;
  2

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

5/179

3/13/24, 7:55 PM

Document

• our portfolio companies may incur debt that ranks equally with, or senior to, our investments in such companies;
• there may be circumstances where our debt investments could be subordinated to claims of other creditors or we could be subject to lender liability claims;
• we are exposed to risks associated with changes in interest rates, including the current high interest rate environment;
• inflation has adversely affected and may continue to adversely affect the business, results of operations and financial condition of our portfolio companies;
• second priority liens on collateral securing debt investments that we make to our portfolio companies may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and us;
• economic recessions or downturns could impair our portfolio companies and adversely affect our operating results;
• a covenant breach or other defaults by our portfolio companies may adversely affect our operating results;
• investing in middle-market companies involves a number of significant risks, any one of which could have a material adverse effect on our operating results;
• a lack of liquidity in certain of our investments may adversely affect our business;
• we may not have the funds or ability to make additional investments in our portfolio companies or to fund our unfunded debt commitments;
• prepayments of our debt investments by our portfolio companies could adversely impact our results of operations and reduce our return on equity;
• the effect of global climate change may impact our operations and the operations of our portfolio companies;

Risks Relating to Our Debt Financings

• the Small Business Credit Availability Act of 2018 allows us to incur additional leverage and our shareholders approved a proposal permitting us to incur additional leverage, effective December 31, 2021;
• since we have borrowed money, the potential for loss on amounts invested in us is magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available for distribution to our shareholders, and result in losses;
• in addition to regulatory requirements that restrict our ability to raise capital, the JPM Credit Facility, the UBS Facility, the 2026 Notes, the More Term Loans, the Series A Notes and the 2027 Notes contain various covenants that, if not complied with, could accelerate repayment under such secured and unsecured borrowings, thereby materially and adversely affecting our liquidity, financial condition and results of operations;
• the 2026 Notes, the More Term Loans, the Series A Notes and the 2027 Notes are unsecured and therefore are effectively subordinated to any secured indebtedness we have currently incurred or may incur in the future;

Federal Income Tax Risks

• we will be subject to corporate-level income tax if we are unable to qualify as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code, or to satisfy RIC distribution requirements;

Risks Relating to an Investment in Our Common Stock

• the market price of our common stock may fluctuate significantly;
• we cannot assure you that a market for shares of our common stock will be maintained or the market price of our shares will trade close or at a premium to our net asset value, or NAV;
• sales of substantial amounts of our common stock in the public market may have an adverse effect on the market price of our common stock;
• we may in the future determine to issue preferred stock, which could adversely affect the market value of our common stock;
• we may incur significant costs as a result of being a public company;

3

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

6/179

3/13/24, 7:55 PM

Document

• in 2023 we obtained, and in 2024 we intend to seek, the approval of our shareholders to issue shares of our common stock at prices below the then current NAV per share of our common stock. If we issue such shares and again receive such approval from shareholders in the future, we may issue shares of our common stock at a price below the then current NAV per share of common stock. Any such issuance could materially dilute your interest in our common stock and reduce our NAV per share and potentially the trading price of our common stock;
• a shareholder's interest in us will be diluted if we issue additional shares of common stock, which could reduce the overall value of an investment in us;
• purchases of our common stock by us under our 10b5-1 plan may result in dilution to our NAV per share;

General Risk Factors

• global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability;
• political, social and economic uncertainty, including uncertainty related to the Russia-Ukraine war and more recently the Israel-Hamas war, creates and exacerbates risks;
• the capital markets may experience periods of disruption, instability and economic uncertainty. Such market conditions may materially and adversely affect the debt and equity capital markets, which may have a negative impact on our business and operations;
• we are highly dependent on the information systems of CIG and operational risks including systems failures could significantly disrupt our business, result in losses or limit our growth, which may, in turn, negatively affect the market price of our common stock and our ability to pay distributions; and
• cybersecurity failures and data security incidents could adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential, personal or other sensitive information and/or damage to our business relationships or reputation, any of which could negatively impact our business, financial condition and operating results.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition and/or operating results. For a more detailed discussion of the risks that you should consider prior to investing in our securities, see "Item 1A. Risk Factors" in this Annual Report on Form 10-K.

4

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

7/179

3/13/24, 7:55 PM

Document

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 for 2021 have been retroactively adjusted to reflect the two-to-one reverse stock split, which became effective on September 21, 2021, or the Reverse Stock Split.

Item 1. Business

Overview

CĪON Investment Corporation, or the Company, was incorporated under the general corporation laws of the State of Maryland on August 9, 2011. When used in this Annual Report on Form 10-K, the terms "we," "us," "our" or similar terms refer to the Company and its consolidated subsidiaries. In addition, the term "portfolio companies" refers to companies in which we have invested, either directly or indirectly through our consolidated subsidiaries.

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 Investment Advisers Act of 1940, as amended, or 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 CION Investment Group, LLC, or 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 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. See "Item 1. Business - Investment Types" below for a detailed description of the types of investments that may comprise our portfolio. 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.

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 "Item 1. Business - Qualifying Assets" below.

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.

5

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

8/179

3/13/24, 7:55 PM

Document

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

1. 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.

Portfolio and Investment Activity

As of December 31, 2023, we engaged in the purchase of debt and equity securities primarily issued by portfolio companies and lend directly to portfolio companies. The following table summarizes the composition of our investment portfolio at amortized cost and fair value as of December 31, 2023:

					December 31, 2023
							Percentage of
		Investments			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.

Our Common Stock and Listings

On December 17, 2012, we met our minimum offering requirement of $2,500 in capital raised from persons not affiliated with us, admitted our initial public investors as shareholders and officially commenced operations. Our initial continuous public offering 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. For a complete description of our pre-Listing and post-Listing distribution reinvestment plans and pre-Listing and post-Listing share repurchase programs, refer to "Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in this report.

6

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

9/179

3/13/24, 7:55 PM

Document

On February 26, 2023, our shares of common stock and our Series A Notes listed and commenced trading in Israel on the Tel Aviv Stock Exchange Ltd., or the TASE, under the ticker symbol "CION" and "CION B1", respectively. For a detailed discussion of our Series A Notes, refer to Note 8 to our consolidated financial statements included in this report.

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 "Item 1. Business - Regulation" below.

Distributions

In January 2013, we began authorizing monthly distributions to our shareholders. From February 1, 2014 through July 17, 2017, our board of directors authorized and declared on a monthly basis a weekly distribution amount per share of our common stock. On July 18, 2017, our board of directors authorized and declared on a quarterly basis a weekly distribution amount per share of our common stock. Effective September 28, 2017, our board of directors delegated to management the authority to determine the amount, record dates, payment dates and other terms of distributions to shareholders, which are ratified by our board of directors, each on a quarterly basis. Beginning on March 19, 2020, we changed the timing of declaring distributions from quarterly to monthly and temporarily suspended the payment of distributions to shareholders commencing with the month ended April 30, 2020. On July 15, 2020, our board of directors determined to recommence the payment of distributions to shareholders in August 2020. On September 15, 2021, we changed the timing of declaring and paying regular distributions to shareholders from monthly to quarterly commencing with the fourth quarter of 2021. Distributions in respect of future quarters and any supplemental or special distributions will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration. Declared regular distributions are paid quarterly.

Our management declared and our board of directors ratified distributions for 7, 5 and 11 record dates during the years ended December 31, 2023, 2022 and 2021, respectively. The following table presents distributions per share that were declared during the years ended December 31, 2023,

2022 and 2021:

		Distributions
Three Months Ended		Per Share(1)			Amount
2021
March 31, 2021 (three record dates)	$	0.2648	$	15,029
June 30, 2021 (three record dates)		0.2648			15,000
September 30, 2021 (three record dates)		0.2648			15,027
December 31, 2021 (two record dates)		0.4648			26,474

Total distributions for the year ended December 31, 2021	$	1.2592	$	71,530
2022
March 31, 2022 (one record date)	$	0.2800	$	15,948
June 30, 2022 (one record date)		0.2800			15,949
September 30, 2022 (one record date)		0.3100			17,604
December 31, 2022 (two record dates)		0.5800			32,074

Total distributions for the year ended December 31, 2022	$	1.4500	$	81,575
2023
March 31, 2023 (one record date)	$	0.3400	$	18,687
June 30, 2023 (one record date)		0.3400			18,614
September 30, 2023 (two record dates)		0.3900			21,276
December 31, 2023 (three record dates)		0.5400			29,290
Total distributions for the year ended December 31, 2023	$	1.6100		$	87,867

1. The per share distribution amount for 2021 has been retroactively adjusted to reflect the Reverse Stock Split as discussed in Note 3 to the consolidated financial statements included within this report.

On March 11, 2024, our co-chief executive officers declared a regular quarterly 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.

7

file:///C:/Users/Dan Baker/Downloads/CION - 12.31.23-10K (5).htm

10/179