What changed in this filing

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Item 1. Business

2024-03-14 compared with 2023-03-16 · 65 added, 74 removed, 658 unchanged (17% of the section changed)

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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.

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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%, which allows us to increase the maximum amount of leverage that we are permitted to incur.

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.

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(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 the NYSE Listing

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.

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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, 2022, we sold 55,299,484 shares of common stock for corresponding net proceeds of $ 1,144,863 at an average price per share of $ 20.70 .

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 distribution reinvestment plan and pre-Listing and post-Listing share repurchase programs, refer to Item 5.

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.

On February 26, 2023, our shares of common stock also listed and commenced trading on the Tel Aviv Stock Exchange Ltd., or the TASE, under the ticker symbol “CION”.

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.

Business - Regulation" below.

Distributions

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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 special distributions will be evaluated by management and the board of directors based on circumstances and expectations existing at the time of consideration.

Declared distributions are paid quarterly.

Our board of directors declared or ratified distributions for 5, 11 and 19 record dates during the years ended December 31, 2022, 2021 and 2020, respectively.

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:

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Three Months Ended Per Share(1) Amount

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

June 30, 2020 (no record dates) — —

September 30, 2020 (two record dates) 0.1765 10,011

December 31, 2020 (four record dates) 0.5684 32,479

Total distributions for the year ended December 31, 2020 $ 1.1106 $ 63,283

March 31, 2021 (three record dates) $ 0.2648 $ 15,029

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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..

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.

We intend to pay distributions in an amount sufficient to maintain RIC status each year and to avoid any federal income taxes on income.

Therefore, subject to applicable legal restrictions and the sole discretion of our board of directors, we intend to authorize, declare, and pay regular cash distributions on a quarterly basis.

However, there can be no assurances that we will maintain positive investment performance in future periods in order to sustain our distributions or be able to pay distributions at all.

For a detailed discussion of our distributions, refer to Note 5 to our consolidated financial statements included in this report.

CIM is a registered investment adviser and our affiliate.

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Franz, Gregg A.

Bresner, Stephen Roman and Eric A.

Pinero, form the senior management team of CIM.

Bresner, Stephen Roman, Eric A.

Pinero and Charlie Arestia, form the senior management team of CIM.

Gatto and Reisner have significant managerial and investing experience and serve as our co-chairmen and co-chief executive officers.

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Furthermore, CIM provides on our behalf managerial assistance to those portfolio companies to which we are required to provide such assistance.

On November 8, 2022, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the administration agreement with CIM for a period of twelve months commencing December 17, 2022.

On August 7, 2023, our board of directors, including a majority of the board of directors who are not interested persons, approved the renewal of the administration agreement with CIM for a period of twelve months commencing August 9, 2023.

About CION Investments

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We believe that the following characteristics and market trends support our belief:

• The middle-market is a large addressable market .

• The middle-market is a large addressable market that continues to grow .

According to the National Center for the Middle Market Year-End 2023 Middle Market Indicator, there are approximately 200,000 U.S.

middle-market companies employing approximately 48 million people.

Approximately 59% of middle market companies have increased their workforce by an average of 9.6%, which is well above the overall average middle market employment growth rate of 4.8%.

In addition, the U.S.

middle-market accounts for approximately one-third of private sector gross domestic product, or GDP, which, measured on a global scale, would be the fifth largest global economy.

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middle market generates more than $10 trillion in annual revenue.

The year-over-year revenue growth rate realized by the middle market reached an all-time high of 12.4%, with 83% of middle market companies reporting revenue increases in 2023 and 55% of middle market companies experiencing double-digit growth compared to 2022.

The National Center for the Middle Market defines middle-market companies as those with $10 million to $1 billion in annual revenue, which we believe has significant overlap with our definition of middle-market companies that generally possess EBITDA of $75 million or less.

• There have been secular changes in ownership structures of U.S.

middle-market companies.

We believe that there has been a transformation in the ownership structures of private and public companies.

The number of U.S.

private-equity companies is at its highest level since 2000.

Conversely, the number of listed U.S.

domestic companies has dramatically declined over the same period, yet the average market capitalization of listed U.S.

companies has grown.

As a result, we believe that there has been a shift in the ownership of U.S.

middle-market companies and thus creating a larger market opportunity for us to provide debt capital to the companies that we target.

• Changes in business strategy by banks have further reduced the supply of capital to U.S.

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Typically, companies that need capital find lenders and investors based on pre-existing relationships, referrals and word of mouth.

Developing the many relationships and wide-spread recognition required to become source of capital to the middle market is a time consuming, highly resource-intensive endeavor.

Developing the many relationships and wide-spread recognition required to become a source of capital to the middle market is a time consuming, highly resource-intensive endeavor.

As a result, we believe that it is difficult for new lending platforms to successfully enter the middle market, thereby providing insulation from rapid shifts in the supply of capital to the middle market that might otherwise disrupt pricing of capital.

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We also expect that private equity firms will continue to pursue acquisitions and will seek to leverage their equity investments with debt financing, including senior debt, unitranche debt, and mezzanine loans provided by companies such as ours.

Historically, according to the S&P LCD Leveraged Lending Review, such leverage has represented approximately 70% of a private equity acquisition.

Therefore, adding to the imbalance in the availability of credit is the significant amount of unallocated private equity capital raised since 2012 described above, much of which will require debt financing in the coming years.

As depicted in the chart below, almost $1.24 trillion of unfunded private equity commitments were outstanding through the third quarter of 2022 (Source:

Pitchbook's Q3 2022 Global Private Market Fundraising Report).

PE Capital Overhang ($B) by Year

According to Pitchbook, from 2020 to 2023, the aggregate assets under management in private debt funds, BDCs, and interval funds investing in middle-market companies have reached $869 billion.

Also, adding to the imbalance in the availability of credit is the significant amount of unallocated private equity capital raised since 2013 described above, much of which will require debt financing in the coming years.

As depicted in the chart below, almost $956 billion of unfunded private equity commitments were outstanding through the first quarter of 2023 (Source:

Pitchbook's Q3 2023 Global Private Credit Review).

* As of 3/31/2023

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In addition, as compared to larger companies, middle-market companies often have simpler capital structures and carry less leverage, thus aiding the structuring and negotiation process and allowing us greater flexibility in structuring favorable transactions.

Average Nominal Spread of Leveraged Loans 1

1 Excludes all facilities in default.

S&P Capital IQ LCD and Morningstar LSTA US Leveraged Loan Index.

Average Discounted Spread of Leveraged Loans 2

Pitchbook LCD and Morningstar LSTA US Leveraged Loan Index.

2 Excludes all facilities in default.

Spread calculations have been adjusted to be based off of the bid rather than par (that is assuming that the discounted margin is as a percent of the current market value rather than the par amount of the loan).

S&P Capital IQ LCD and Morningstar LSTA US Leveraged Loan Index.

Pitchbook LCD and Morningstar LSTA US Leveraged Loan Index.

Characteristics of and Risks Related to Investments in Private Companies

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• Broad portfolio.

We seek to create a portfolio of companies engaged in a variety of industries and located in a variety of geographic locations, thereby potentially reducing the risk of a downturn in any one industry, including, without limitation, as a result of COVID-19, inflation, rising interest rates, supply-chain disruptions, the risk of recession, or geographic location having a disproportionate impact on the value of our portfolio.

We seek to create a portfolio of companies engaged in a variety of industries and located in a variety of geographic locations, thereby potentially reducing the risk of a downturn in any one industry, including, without limitation, because of inflation, high interest rates, the risk of recession, or geographic location having a disproportionate impact on the value of our portfolio.

We are not a “diversified company” as such term is defined under the 1940 Act.

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Because these loans have priority in payment, they carry the least risk among all investments in a company.

Generally, our first lien secured loans are expected to have maturities of three to seven years, offer some form of amortization, and have first priority security interests in the assets of the borrower.

We expect that our first lien secured loans typically will have variable interest rates ranging between 4.0% and 9.0% over a standard benchmark, such as the prime rate, LIBOR or the Secured Overnight Financing Rate, or SOFR.

Generally, our first lien secured loans are expected to have maturities of three to six years, offer some form of amortization, and have first priority security interests in the assets of the borrower.

We expect that our first lien secured loans typically will have variable interest rates ranging between 4.0% and 9.0% over a standard benchmark, such as the prime rate or the Secured Overnight Financing Rate, or SOFR.

In some cases, a portion of the total interest may accrue or be paid in kind.

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Unitranche loans generally require payments of both principal and interest throughout the life of the loan.

Unitranche loans generally have contractual maturities of five to seven years and interest is generally paid quarterly.

Unitranche loans generally have contractual maturities of five to six years and interest is generally paid quarterly.

Generally, we expect these securities to carry a blended yield that is between first lien secured and subordinated debt interest rates.

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These higher returns come in the form of higher interest and in some cases the potential for equity participation through warrants, though to a lesser extent than with mezzanine loans.

Generally, we expect these loans to carry a fixed rate of 10.0% to 13.0% or a floating current yield of 7.0% to 12.0% over the prime rate, LIBOR or SOFR.

Generally, we expect these loans to carry a fixed rate of 10.0% to 13.0% or a floating current yield of 7.0% to 12.0% over the prime rate or SOFR.

In addition, we may receive additional returns from any warrants we may receive in connection with these investments.

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We intend to generally target unsecured debt with interest-only payments throughout the life of the security, with the principal due at maturity.

Typically, unsecured debt investments have maturities of five to ten years.

Typically, unsecured debt investments have maturities of five to eight years.

Generally, we expect these securities to carry a fixed rate of 10% to 15%.

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Equity and Equity-Related Securities

While we intend to maintain our focus on investments in debt securities, from time to time, when we see the potential for significant gains, or in connection with securing particularly favorable terms in a debt investment, we may make non-control investments in preferred or common equity, typically in conjunction with a private equity sponsor we believe to be of high quality.

While we intend to maintain our focus on investments in debt securities, from time to time, when we see the potential for significant gains, or in connection with securing particularly favorable terms in a debt investment, we may make primarily non-control investments in preferred or common equity, typically in conjunction with a private equity sponsor we believe to be of high quality.

Alternatively, we may hold equity-related securities consisting primarily of warrants or other equity interests generally obtained in connection with our unsecured debt investments.

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EagleTree made a Firm-level investment with proprietary capital.

CION/EagleTree jointly pursue debt opportunities and special situation, crossover, subordinated and other junior capital investments that leverages our and EagleTree's combined sourcing and portfolio management capabilities.

CION/EagleTree jointly pursues debt and equity opportunities, as well as special situation, crossover, subordinated and other junior capital investments that leverages our and EagleTree's combined sourcing and portfolio management capabilities.

We contributed a portfolio of second lien loans and equity investments and ET-BC contributed proprietary Firm-level cash in exchange for 85% and 15%, respectively, of the senior secured notes, participating preferred equity, and common share interests of CION/EagleTree.

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In certain cases, these servicing functions and other administrative services may be performed by CIM.

Amounts charged to CION/EagleTree by us for services performed by CIM are netted against amounts we are charged by CIM for administrative services.

On December 21, 2021, CION/EagleTree issued senior secured notes of $61,629 to us and $10,875 to ET-BC, or the CION/EagleTree Notes.

The CION/EagleTree Notes bear interest at a fixed rate of 14.0% per year and are secured by a first priority security interest in all of the assets of CION/EagleTree.

As of December 31, 2023, we held $ 59,598 and ET-BC held $ 4,904 of the CION/EagleTree Notes.

The obligations of CION/EagleTree under the CION/EagleTree Notes are non-recourse to us.

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Closing fees typically range from 1.0% to 3.0% of the purchase price of an investment, while annual monitoring fees generally range from 0.25% to 1.0% of the purchase price of an investment.

In addition, we may generate revenue in the form of commitment or capital structuring fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees.

In addition, we may generate revenue in the form of commitment and capital structuring fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based fees.

Any such fees generated in connection with our investments will be recognized when earned.

Risk Management

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Such transactions will enable us to selectively modify interest rate exposure as market conditions dictate.

Furthermore, our ability to engage in hedging transactions may be adversely affected by recent rules adopted by the U.S.

Furthermore, our ability to engage in hedging transactions may be adversely affected by rules adopted by the U.S.

Commodity Futures Trading Commission, or CFTC.

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• a detailed analysis of industry dynamics, competitive position, regulatory, tax and legal matters;

• on-site visits, if deemed necessary, as well as telephone calls and meetings with management and other key personnel;

• on-site visits, if deemed necessary, as well as meetings and other engagements with management and other key personnel;

• background checks to further evaluate management and other key personnel;

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To seek to enhance our returns, we employ leverage as market conditions permit and at the discretion of CIM.

Our (i) $675 million senior secured credit facility, or the JPM Credit Facility, with JPMorgan Chase Bank, National Association, or JPM, (ii) $150 million repurchase agreement, or the UBS Facility, with UBS AG, or UBS, (iii) $125 million senior unsecured notes due in 2026, or the 2026 Notes, (iv) $30 million unsecured term loan, or the 2021 More Term Loan, with More Provident Funds Ltd., or More, (v) $50 million unsecured term loan facility, or the 2022 More Term Loan, with More, and (vi) approximately $80.7 million in Series A unsecured notes due in 2026, or the Series A Notes, allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield.

Our (i) $675 million senior secured credit facility, or the JPM Credit Facility, with JPMorgan Chase Bank, National Association, or JPM, (ii) $150 million repurchase agreement, or the UBS Facility, with UBS AG, or UBS, (iii) $125 million senior unsecured notes due in 2026, or the 2026 Notes, (iv) $100 million senior unsecured notes due in 2027, or the 2027 Notes, (v) $30 million unsecured term loan, or the 2021 More Term Loan, with More Provident Funds Ltd., or More, (vi) $50 million unsecured term loan, or the 2022 More Term Loan, with More, and (vii) approximately $114.8 million in Series A unsecured notes due in 2026, or the Series A Notes, allow us to borrow money and lever our investment portfolio, subject to the limitations of the 1940 Act, with the objective of increasing our yield.

This is known as “leverage” and could increase or decrease returns to our shareholders.

The use of leverage involves significant risks.

As of December 31, 2022, our total outstanding consolidated indebtedness, at par value, was approximately $957.5 million, $752.5 million of which was secured and was indebtedness of our subsidiaries, and we had $72.5 million of commitments available to be borrowed under our existing secured financing arrangements.

As of December 31, 2023, our total outstanding consolidated indebtedness, at par value, was approximately $1.09 billion, $672.5 million of which was secured and was indebtedness of our subsidiaries, and we had $152.5 million of commitments available to be borrowed under our existing secured financing arrangements.

See Note 8 to our consolidated financial statements contained in this annual report on Form 10-K for additional information regarding our financing arrangements.

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The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of (i) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (ii) a majority of our outstanding voting securities.

We are generally not able to issue and sell our common stock at a price below net asset value per share.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders approve such sale.

In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing shareholders, in payment of distributions and in certain other limited circumstances.

We are generally not able to issue and sell our common stock at a price below NAV per share.

We may, however, sell our common stock, or warrants, options or rights to acquire our common stock, at a price below the then-current NAV of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders approve such sale.

In addition, we may generally issue new shares of our common stock at a price below NAV in rights offerings to existing shareholders, in payment of distributions and in certain other limited circumstances.

On September 15, 2023, our shareholders approved our ability to sell or otherwise issue during the next year shares of our common stock at a price below our then current NAV per share in one or more public or private offerings of our common stock not exceeding 25% of such then outstanding shares.

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Personnel subject to the code may invest in securities for their personal investment accounts, including securities that may be purchased or held by us, so long as such investments are made in accordance with the code’s requirements.

The code of ethics is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on May 3, 2019, which is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov .

Shareholders may also obtain copies of the code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address:

The code of ethics is attached as an exhibit to our Current Report on Form 8-K filed with the SEC on May 10, 2023, which is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov , and is also available on our Internet site at http:www.cionbdc.com and Exhibit 14.1 to this Annual Report on Form 10-K.

Shareholders may also obtain copies by electronic request at the following e-mail address:

publicinfo@sec.gov .

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We may share information that we collect regarding an investor with our affiliates and the employees of such affiliates for everyday business purposes, for example, to service the investor’s accounts and, unless an investor opts out, provide the investor with information about other products and services offered by us or our affiliates that may be of interest to the investor.

In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as authorized by our investors in investor subscription agreements;

In addition, we may disclose information that we collect regarding investors to third parties who are not affiliated with us (i) as authorized by our investors in investor subscription agreements or our organizational documents;

(ii) as required by applicable law or in connection with a properly authorized legal or regulatory investigation, subpoena or summons, or to respond to judicial process or government regulatory authorities having property jurisdiction;

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We maintain physical, electronic and procedural safeguards to seek to guard investor nonpublic personal information.

For a discussion of the risks associated with cyber incidents, see “Item 1A—Risk Factors—General Risk Factors—We are subject to risks associated with cybersecurity and cyber incidents” in this report.

For a discussion of the risks associated with cyber incidents, see “Item 1A—Risk Factors—General Risk Factors—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” in this report.

Election to be Taxed as a Regulated Investment Company

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The Sarbanes-Oxley Act requires us to review our current policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder.

We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance therewith.

Due to our Listing, we are no longer a “non-accelerated filer” as defined in Rule 12b-2 of the Exchange Act and as a result, commencing with this Annual Report on Form 10-K for the year ended December 31, 2022, we are required to comply with the independent auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which requires our independent registered public accounting firm to provide an attestation report on the effectiveness of our internal control over financial reporting.

We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance.

Due to our Listing, we are no longer a “non-accelerated filer” as defined in Rule 12b-2 of the Exchange Act and as a result, we are required to comply with the independent auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, which requires our independent registered public accounting firm to provide an attestation report on the effectiveness of our internal control over financial reporting.

Complying with Section 404(b) requires a rigorous compliance program as well as adequate time and resources.

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Rather, we compete with our competitors based on our reputation in the market, our existing investment platform, the seasoned investment professionals of CIM, our experience and focus on middle-market companies, our disciplined investment philosophy, our extensive industry focus and relationships and our flexible transaction structuring.

Compliance with NYSE Listing Requirements

Compliance with Exchange Listing Requirements

Our common stock is listed on the NYSE under the symbol “CION”.

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We believe we are in compliance with these rules and standards.

On February 26, 2023, our common stock also listed on the TASE under the symbol “CION”, which subjects us to various TASE listing standards including corporate governance listing standards.

On February 26, 2023, our common stock and our Series A Notes listed in Israel on the TASE under the symbol “CION” and "CION B1", respectively, which subjects us to various TASE listing standards including corporate governance listing standards.

We believe we are also in compliance with these rules and standards.

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Recent Developments

Series A Notes

On February 28, 2023, we entered into a Deed of Trust, or the Deed of Trust, with Mishmeret Trust Company Ltd., as trustee, under which we issued approximately $80.7 million in aggregate principal amount of our Series A Notes.

The Series A Notes offering in Israel closed on February 28, 2023 and the Series A Notes listed and commenced trading on the TASE on February 28, 2023.

After the deduction of fees and other offering expenses, we received net proceeds of approximately $77.9 million, which we intend to use to make investments in portfolio companies in accordance with our investment objectives and for working capital and general corporate purposes.

The Series A Notes are rated A1.il by Midroog Ltd., an affiliate of Moody’s.

The Series A Notes will mature on August 31, 2026 and may be redeemed in whole or in part at our option at par plus a “make-whole” premium, if applicable, as set forth in the Deed of Trust.

The Series A Notes bear interest at a rate equal to SOFR plus a credit spread of 3.82% per year, which will be paid quarterly on February 28, May 31, August 31, and November 30 of each year, commencing on May 31, 2023.

The Series A Notes are our general unsecured obligations that rank senior in right of payment to all of our existing and future indebtedness that is expressly subordinated in right of payment to the Series A Notes, rank pari passu with all our existing and future unsecured unsubordinated indebtedness, rank effectively junior to any of our secured indebtedness (including unsecured indebtedness that we later secure) to the extent of the value of the assets securing such indebtedness, and rank structurally junior to all existing and future indebtedness (including trade payables) incurred by our subsidiaries, financing vehicles or similar facilities.

The Deed of Trust contains other terms and conditions, including, without limitation, affirmative and negative covenants such as (i) information reporting, (ii) maintenance of our status as a business development company within the meaning of the 1940 Act, (iii) minimum shareholders’ equity of $525 million, (iv) a minimum asset coverage ratio of not less than 150%, and (v) an unencumbered asset coverage ratio of 1.25 to 1.00.

In addition, the Deed of Trust contains customary events of default with customary cure and notice periods, including, without limitation, nonpayment, incorrect representation in any material respect, breach of covenant, cross-default under our other indebtedness in an outstanding aggregate principal amount of at least $50,000,000, certain judgments and orders, and certain events of bankruptcy.

On February 26, 2023, our shares of common stock listed and commenced trading on the TASE under the ticker symbol “CION”.

Q1 2024 Regular Distribution

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The SEC maintains an Internet site that contains reports, proxy statements and other information filed electronically by us with the SEC which are available on the SEC’s Internet site at http://www.sec.gov.

Copies of these reports, proxy statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address:

Copies of these reports, proxy statements and other information may be obtained by electronic request at the following e-mail address:

publicinfo@sec.gov.

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 1. Business