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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): August 7, 2025 (August 4, 2025)
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 |
| 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
August 4, 2025, CION’s co-chief executive officers declared
a quarterly base distribution of $0.36 per share for the third quarter of 2025 payable on
September 16, 2025 to shareholders of record as of September 2, 2025. A copy of the press release announcing the
foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Q2
2025 Financial Results
On
August 7, 2025, CION issued a press release announcing its financial results for the
second quarter ended June 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 August 7, 2025 to discuss its financial results for the second quarter
ended June 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 8.01. Other Events.
Renewal
of Investment Advisory Agreement and Administration Agreement
On
August 5, 2025, the Board, including a majority of the Board who are not interested persons, approved the renewal of the (i) second
amended and restated investment advisory agreement with CION Investment Management, LLC (“CIM”), and (ii) administration agreement
with CIM, each for a period of twelve months commencing August 9, 2025.
Increase
in Authorized Amount of Share Repurchase Policy
On
August 5, 2025, the Board, including a majority of the Board who are not interested persons, increased the amount of shares
of CION’s common stock that may be repurchased under CION’s existing share repurchase policy by $20 million to up to
an aggregate of $80 million.
Item 9.01.
Financial Statements and Exhibits.
| 99.1 |
Press
Release dated August 7, 2025. |
| 99.2 |
CĪON Investment Corporation Second 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: |
August 7, 2025 |
By: |
/s/
Michael A. Reisner |
| |
|
Co-Chief Executive Officer |
