What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2023-03-16 compared with 2022-03-10 · 49 added, 16 removed, 187 unchanged (26% of the section changed)

13 unchanged sentences

Fiscal Year Ended December 31, 2022

First Fiscal Quarter $ 16.20 $ 14.98 $ 11.80 ( 7.5 )% ( 27.2 )% $ 0.28

Second Fiscal Quarter $ 15.89 $ 14.13 $ 7.98 ( 11.1 )% ( 49.8 )% $ 0.28

Third Fiscal Quarter $ 16.26 $ 10.85 $ 8.09 ( 33.3 )% ( 50.2 )% $ 0.31

Fourth Fiscal Quarter $ 15.98 $ 10.83 $ 8.36 ( 32.2 ) % ( 47.7 ) % $ 0.58

$ 16.34 $ 14.86 $ 11.80 (9.1) % (27.8) % $ 0.46

Fiscal Year Ended December 31, 2021

Fourth Fiscal Quarter $ 16.34 $ 14.86 $ 11.80 ( 9.1 ) % ( 27.8 ) % $ 0.46

(1) NAV per share will be determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low closing sales prices.

11 unchanged sentences

but does not include beneficial owners of shares of common stock held in “street name” by brokers and other institutions on behalf of shareholders.

Transfer Agent

SS&C Technologies, Inc.

(formerly, DST Systems, Inc.) serves as our transfer agent, distribution paying agent and registrar.

Reverse Stock Split

Effective on September 21, 2021, every two shares of our common stock then issued and outstanding were automatically combined into one share of our common stock, with the number of issued and outstanding shares reduced from 113,916,869 to 56,958,440.

The reverse stock split amendment also provided that there was no change in the par value of $0.001 per share as a result of the reverse stock split.

In addition, the reverse stock split did not modify the rights or preferences of our common stock.

On October 5, 2021, our shares of common stock commenced trading on the NYSE under the ticker symbol “CION”.

As approved by shareholders on September 7, 2021, the Listing was staggered such that (i) up to 1/3rd of shares held by all shareholders were available for trading upon Listing, (ii) up to 2/3rd of shares held by all shareholders were available for trading starting 180 days after Listing, or April 4, 2022, and (iii) all shares were available for trading starting 270 days after Listing, or July 5, 2022.

On February 26, 2023, our common stock also listed on the TASE under the ticker symbol “CION”.

Distributions and Distribution Reinvestment Plan

28 unchanged sentences

March 31, 2020 (thirteen record dates) $ 0.3657 $ 20,793

June 30, 2019 (thirteen record dates) 0.3657 20,801

September 30, 2019 (thirteen record dates) 0.3657 20,798

December 31, 2019 (fourteen record dates) 0.3939 22,401

Total distributions for the year ended December 31, 2019 $ 1.4910 $ 84,772

March 31, 2020 (thirteen record dates) $ 0.3657 $ 20,793

June 30, 2020 (no record dates) — —

7 unchanged sentences

Total distributions for the year ended December 31, 2021 $ 1.2592 $ 71,530

On November 12, 2021, our co-chief executive officers declared a regular quarterly distribution of $0.28 per share for the first quarter of 2022 payable on March 30, 2022 to shareholders of record as of March 23, 2022.

On March 8, 2022, our co-chief executive officers declared a regular quarterly distribution of $0.28 per share for the second quarter of 2022 payable on June 8, 2022 to shareholders of record as of June 1, 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

(1) The per share distribution amount 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 13, 2023, our co-chief executive officers declared a regular quarterly distribution of $0.34 per share for the first quarter of 2023 payable on March 31, 2023 to shareholders of record as of March 24, 2023.

In connection with the Listing of our shares of common stock on the NYSE, on September 15, 2021, we terminated our previous fifth amended and restated distribution reinvestment plan, or the Old DRP.

25 unchanged sentences

Total distributions $ 1.4500 $ 81,575 100.0 % $ 1.2592 $ 71,530 100.0 % $ 1.1106 $ 63,283 100.0 %

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

Recent Sales of Unregistered Equity Securities

We did not sell any securities during the period covered by this report that were not registered under the Securities Act.

Share Repurchases

16 unchanged sentences

The share repurchase program ultimately terminated upon the Listing.

We do not expect to implement a new quarterly share repurchase program in the future.

We limited the number of shares of common stock to be repurchased during any calendar year to the number of shares of common stock we could repurchase with the proceeds we received from the issuance of shares of our common stock pursuant to the Old DRP.

4 unchanged sentences

Under the Post-Listing Share Repurchase Policy, we are authorized to repurchase up to $50 million of our outstanding common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of common stock that may be repurchased under the Post-Listing Share Repurchase Policy by $10 million to up to an aggregate of $60 million.

The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at our discretion.

Factors are expected to include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions.

The policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of its common stock.

As part of the share repurchase policy, the we intend to enter into a trading plan in the near future adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, based in part on historical trading data with respect to our shares.

The 10b5-1 trading plan would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The 10b5-1 trading plan will be administered by an independent broker and will be subject to price, market volume and timing restrictions.

Since we have not yet entered into a 10b5-1 trading plan, during the period from September 15, 2021 to March 3, 2022, we did not repurchase any shares of common stock pursuant to the share repurchase policy.

Factors include, but are not limited to, share price, trading volume and general market conditions, along with our general business conditions.

The Post-Listing Share Repurchase Policy may be suspended or discontinued at any time and does not obligate us to acquire any specific number of shares of our common stock.

On August 16, 2022, a s part of the Post-Listing Share Repurchase Policy, we entered into a trading plan with an independent broker, Wells Fargo Securities, LLC, in accordance with Rule 10b5-1 of the Exchange Act, based in part on historical trading data with respect to our common stock.

The 10b5-1 trading plan permits common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions.

The 10b5-1 trading plan is subject to price, market volume and timing restrictions.

The following table summarizes the share repurchases completed during the years ended December 31, 2021 and 2022:

Three Months Ended Repurchase Date Shares Repurchased(1) Percentage of Shares Tendered That Were Repurchased Repurchase Price Per Share(1) Aggregate Consideration for Repurchased Shares

March 31, 2021 March 24, 2021 337,731 6% $ 15.67 $ 5,291

June 30, 2021 June 23, 2021 320,127 7% 16.13 5,163

September 30, 2021(2) N/A 792 N/A 16.13 13

December 31, 2021 N/A — N/A N/A —

Total for the year ended December 31, 2021 658,650 $ 10,467

March 31, 2022 N/A — N/A N/A $ —

June 30, 2022 N/A — N/A N/A —

September 30, 2022 Various 695,476 N/A $ 9.65 6,711

December 31, 2022 Various 963,480 N/A 9.06 8,733

Total for the year ended December 31, 2022 1,658,956 $ 15,444

(1) Shares repurchased and repurchase price per share have been retroactively adjusted to reflect the two to one reverse stock split as discussed above.

(2) Represents an adjustment made during the three months ended September 30, 2021 to shares repurchased during the three months ended June 30, 2021.

We suspended our pre-listing share repurchase program on July 30, 2021 as discussed above.

From January 1, 2023 to March 8, 2023, we repurchased 281,938 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $3,044, or an average purchase price of $10.79 per share.

As of March 8, 2023, 15,239,170 shares of common stock repurchased by us had been retired.

Fees and Expenses

42 unchanged sentences

Interest payments on borrowed funds includes our interest expense based on borrowings under our $125 million 2026 Notes and our $30 million 2021 More Term Loan for the twelve months ended December 31, 2022, which pay interest at 4.5% and 5.2% per year, respectively.

In addition, interest payments on borrowed funds includes our interest expense based on borrowings under the $575 million JPM Credit Facility and the $150 million UBS Facility for the twelve months ended December 31, 2021, which bore weighted average interest rates of 3.36% and 3.86%, respectively.

In addition, interest payments on borrowed funds includes our interest expense based on borrowings under our $675 million JPM Credit Facility, our $150 million UBS Facility and our $50 million 2022 More Term Loan for the twelve months ended December 31, 2022, which bore weighted average interest rates of 4.99%, 5.29% and 5.86%, respectively.

We may borrow additional funds from time to time to make investments to the extent we determine that the economic situation is conducive to doing so.

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity