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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): June 12, 2024 (June 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-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications 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. ¨

 

 

 

 

 

Item 2.02. Results of Operations and Financial Condition.

  

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 June 11, 2024, CION’s co-chief executive officers declared a mid-year supplemental cash distribution of $0.05 per share for the period ending June 30, 2024, payable on July 12, 2024 to shareholders of record as of June 28, 2024.  A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information disclosed under this Item 2.02, including Exhibit 99.1 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 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.

 

  (d) Exhibits.

  

99.1 Press Release dated June 12, 2024.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 

 

 

  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: June 12, 2024 By: /s/ Michael A. Reisner
    Co-Chief Executive Officer

  

 

 

 

EXHIBIT LIST

 

EXHIBIT
NUMBER
  DESCRIPTION
99.1   Press Release dated June 12, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 

Exhibit 99.1

 

 

 

CION Investment Corporation Announces the Amount of its
Mid-Year Supplemental Distribution of $0.05 Per Share

 

Distributions Declared in the First Half of 2024 Total $0.75 Per Share

 

FOR IMMEDIATE RELEASE 

---------------------------- 

NEW YORK, NY (June 12, 2024) — CION Investment Corporation (NYSE: CION) (“CION”) today announced that it has declared a mid-year supplemental distribution for the period ending June 30, 2024 in the amount of $0.05 per share, payable on July 12, 2024 to shareholders of record as of June 28, 2024.

 

Michael A. Reisner, co-CEO of CION stated, “We are pleased to announce our mid-year supplemental distribution, based on the sustained performance of our conservatively positioned investment portfolio. We remain focused on generating attractive returns for CION shareholders and believe our recently increased quarterly base distribution in addition to our supplemental distribution reflect continued success in executing on our long-term strategy.”

 

ABOUT CION INVESTMENT CORPORATION

 

CION Investment Corporation is a leading publicly listed business development company that had approximately $2.0 billion in total assets as of March 31, 2024. CION seeks to generate current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information, please visit www.cionbdc.com.

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as "may," "will," "should," "expect," "anticipate," "project," "target," "estimate," "intend," "continue," or "believe" or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss CION’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters. These statements represent CION’s belief regarding future events that, by their nature, are uncertain and outside of CION’s control. There are likely to be events in the future, however, that CION is not able to predict accurately or control. Any forward-looking statement made by CION in this press release speaks only as of the date on which it is made. Factors or events that could cause CION’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors CION identifies in the sections entitled "Risk Factors" and "Forward-Looking Statements" in filings CION makes with the SEC, and it is not possible for CION to predict or identify all of them. CION undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

OTHER INFORMATION

 

The information in this press release is summary information only and should be read in conjunction with CION’s Current Report on Form 8-K, which CION filed with the SEC on June 12, 2024, as well as CION’s other reports filed with the SEC. A copy of CION’s Current Report on Form 8-K and CION’s other reports filed with the SEC can be found on CION’s website at www.cionbdc.com and the SEC’s website at www.sec.gov.

 

CONTACTS

 

Media

Susan Armstrong

sarmstrong@cioninvestments.com

 

Investor Relations

Charlie Arestia

carestia@cioninvestments.com

(646) 253-8259

 

James Carbonara

Hayden IR

James@haydenir.com

(646)-755-7412

 

 

 

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