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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): November 6, 2025 (November 3,
2025)
CĪON
Investment Corporation
(Exact Name of Registrant as Specified
in Charter)
| Maryland |
|
814-00941 |
|
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 |
| 7.50% Notes due 2029 |
|
CICB |
|
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.
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
November 3, 2025, CION’s co-chief executive
officers declared a quarterly base distribution of $0.36 per share for the fourth quarter of 2025 payable on
December 15, 2025 to shareholders of record as of December 1, 2025. A copy of the press release
announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Change
from Quarterly to Monthly Base Distributions
On
November 3, 2025, CION’s co-chief executive officers changed the timing of paying base
distributions to shareholders from quarterly to monthly commencing in January 2026. Monthly
base distributions will be declared quarterly in advance.
Q3
2025 Financial Results
On
November 6, 2025, CION issued a press release announcing its financial results for the third
quarter ended September 30, 2025. 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 November 6, 2025 to discuss its financial results for the third quarter
ended September 30, 2025, CION has provided an accompanying slide presentation in the Investor Resources 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 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.
| 99.1 |
Press
Release dated November 6, 2025. |
| 99.2 |
CĪON Investment Corporation Third Quarter 2025 Earnings
Presentation. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: |
November 6, 2025 |
By: |
/s/
Michael A. Reisner |
| |
|
Co-Chief Executive Officer |
