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Item 9A. Controls and Procedures

2024-03-14 compared with 2023-03-16 · 55 added, 31 removed, 631 unchanged (12% of the section changed)

27 unchanged sentences

Other Information

Not applicable.

During the fiscal quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Pinero 48 Chief Legal Officer

Charlie Arestia 38 Managing Director and Head of Investor Relations

(1) The address for each director and executive officer is c/o CĪON Investment Corporation, 100 Park Avenue, 25 th Floor, New York, NY 10017.

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Hedin has served as a member of our Board since 2017.

He is the co-founder and Managing Partner of Hudson Partners Group LLC and its broker-dealer, Hudson Partners Securities LLC, registered with FINRA.

He is the co-founder and Managing Partner of Hudson Partners Group LLC.

The firm assists investment managers in raising institutional capital for hedge funds, private equity and other alternative investment strategies.

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At each annual meeting of shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election.

Our directors are classified as below:

Class I - Independent

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Franz is also the Chief Financial Officer of CIM, our registered investment advisor.

Franz joined CION Investments in March 2009 and was formerly the Vice President of Finance and Accounting and then a Senior Vice President and Principal Financial Officer through 2011.

Franz joined CION Investments in March 2009.

Prior to joining CION Investments, Mr.

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from Binghamton University and is a certified public accountant and a Series 27 Financial and Operations principal.

Bresner joined our company in 2016.

Bresner joined our company as President and Chief Investment Officer in 2016.

Bresner has over 25 years of corporate finance, investment and portfolio management experience with a focus in the leveraged finance sector.

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from Brooklyn Law School.

Charlie Arestia has served as our Managing Director and Head of Investor Relations since March 2024.

Prior to joining our company, Mr.

Arestia was a Vice President at Focus Financial Partners from July 2021 to February 2024, with roles in both investor relations as well as mergers and acquisitions.

While at Focus Financial Partners, his investor relations efforts included leading peer analysis and shareholder targeting efforts, as well as managing relationships with equity analysts and the investor community.

Also, while at Focus Financial Partners, Mr.

Arestia was responsible for sourcing and structuring mergers and acquisitions transactions in the wealth management space and working closely with partner firms on strategic initiatives to drive organic growth.

From 2017 to 2021, he was an equity analyst at JP Morgan with coverage in the specialty finance sector including credit cards, auto and student lenders, BDCs, and mortgage finance.

From 2014 to 2017, Mr.

Arestia served in the US Army with assignments at Fort Benning, GA and Fort Bragg, NC.

Arestia began his career as an analyst at GS Gamma Advisors, a MBS-focused hedge fund at Guggenheim Partners.

Arestia received a B.A from Johns Hopkins University.

Corporate Governance

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The Board will continue to monitor our structure and determine whether it remains appropriate based on the complexity of our operations.

There have been no purchases or sales of securities of CIM or its parent or subsidiaries by any of our directors since the beginning of the most recently completed fiscal year.

There have been no purchases or sales of securities of CIM or its parent or subs idiaries by any of our directors since the beginning of the most recently completed fiscal year.

Committees of the Board

The Board has established a standing audit committee, a standing nominating and corporate governance committee and a standing compensation committee.

The Board met five times and took action by unanimous written consent seven times during the fiscal year ended December 31, 2022.

Each director attended all meetings of the Board held during the fiscal year ended December 31, 2022.

The Board met five times and took action by unanimous written consent eight times during the fiscal year ended December 31, 2023.

Each director attended more than 95% of all meetings of the Board held during the fiscal year ended December 31, 2023.

We do not have a formal policy regarding director attendance at an annual meeting of shareholders.

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Our executive officers do not receive any direct compensation from us.

However, the compensation payable to CIM pursuant to the investment advisory agreement has been separately approved by a majority of the independent directors, as well as our shareholders in 2021.

However, the compensation payable to CIM pursuant to the investment advisory agreement has been separately approved by a majority of the independent directors, as well as our shareholders in 2021, and renewed annually by such independent directors commencing in 2023.

As none of our executive officers currently is compensated by us, the compensation committee does not produce and/or review a report on executive compensation practices.

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We have adopted corporate governance guidelines pursuant to Section 303A.09 of the NYSE Listed Company Manual, which can be accessed via our website at www.cionbdc.com.

Section 16 Reporting

Based on publicly available information, we are not aware of any director, officer, beneficial owner of more than ten percent of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, or any other person subject to Section 16 of the Exchange Act with respect to us, who failed to file a required form or failed to file their forms on a timely basis.

Executive Compensation

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Breakstone (5)

Schwartz None None

Choi None None

Choi 2,000.00 *

Estrada 3,695.00 *

1 unchanged sentence

Stephen Roman (11)

Pinero 4,500.00 *

Charlie Arestia None None

All Executive Officers and Directors as a group (13 persons) 248,467.79 *

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(2) Based on a total of 53,844,131 shares outstanding on March 6, 2024.

Gatto is the record holder of 10,000 shares and CIG is the record holder of 56,666.10 shares.

Gatto is the record holder of 10,905 shares, and CIG is the record holder of 62,598.77 shares that includes 5,932.67 shares acquired under our distribution reinvestment plan.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

1 unchanged sentence

Gatto disclaims beneficial ownership of the shares held by CIG except to the extent of his pecuniary interest therein.

Reisner is the record holder of 10,591 shares and CIG is the record holder of 56,666.10 shares.

Reisner is the record holder of 11,985 shares, and CIG is the record holder of 62,598.77 shares that includes 5,932.67 shares acquired under our distribution reinvestment plan.

Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the shares held by CIG.

1 unchanged sentence

Reisner disclaims beneficial ownership of the shares held by CIG except to the extent of his pecuniary interest therein.

(5) Includes 1,806.00 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

2 unchanged sentences

Mr Finlay is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the self-employed pension plan.

(7) The Hudson Partners Group Incentive Savings Trust is the record holder of these shares.

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by The Hudson Partners Group Incentive Savings Trust.

Franz is the record holder of 53,000 shares and an investment retirement account is the record holder of 2,500 shares.

(7) An investment retirement account is the record holder of these shares.

Schwartz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

(8) Includes 2,302.55 shares acquired under our distribution reinvestment plan.

An investment retirement account is the record holder of these shares.

Hedin is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Franz is the record holder of 72,360.01 shares, and an investment retirement account is the record holder of 3,248.49 shares that includes 748.49 shares acquired under our distribution reinvestment plan.

Franz is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Bresner is the record holder of 34,599 shares and an investment retirement account is the record holder of 5,500 shares.

Bresner is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement account.

Bresner is the record holder of 38,599 shares and certain investment retirement accounts are the record holder of 7,500 shares.

Bresner is the indirect beneficial owner with sole voting and investment power with respect to the shares held by the investment retirement accounts.

(11) Includes 1,336.25 shares acquired under our distribution reinvestment plan.

(12) Includes 915.85 shares acquired under our distribution reinvestment plan.

DOLLAR RANGE OF SECURITIES BENEFICIALLY OWNED BY DIRECTORS

4 unchanged sentences

Finlay $10,001 – $50,000

Schwartz None

Schwartz $10,001 – $50,000

Hedin $50,001 – $100,000

Choi $10,001 – $50,000

Estrada $10,001 – $50,000

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We have also entered into an administration agreement with CIM pursuant to which we reimburse CIM for administrative expenses it incurs on our behalf.

On January 1, 2019, we entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA furnishes us with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and supplementary investment valuation information.

On January 1, 2019, we entered into a servicing agreement with CIM’s affiliate, Apollo Investment Administration, L.P., or AIA, pursuant to which AIA from time to time furnishes us with administrative services including, but not limited to, loan and high yield trading services, trade and settlement support, and supplementary investment valuation information.

AIA is reimbursed for administrative expenses it incurs on our behalf in performing its obligations, provided that such reimbursement is reasonable, and costs and expenses incurred are documented.

26 unchanged sentences

Share Repurchase Policy

On September 15, 2021, our board of directors, including the independent directors, approved a share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing.

On June 24, 2022, our board of directors, including the independent directors, increased the amount of shares of our common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million.

Under the share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

On September 15, 2021, our board of directors, including the independent directors, approved a post- Listing share repurchase policy authorizing us to repurchase up to $50 million of our outstanding common stock after the Listing.

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

Under the post-Listing share repurchase policy, we may purchase shares of our common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions.

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

1 unchanged sentence

The 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, as part of the share repurchase policy, we entered into a trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

On August 29, 2023, as part of the post-Listing share repurchase policy, we entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Exchange Act based in part on historical trading data with respect to our shares.

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 10b5-1 trading plan expires on August 29, 2024 and is subject to price, market volume and timing restrictions.

Certain officers of CIM are simultaneously providing investment management services to certain funds managed by its affiliates.

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10.14 Administration Agreement, dated as of April 1, 2018, by and between CĪON Investment Corporation and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 3, 2018 (File No.

10.15 Second Amended and Restated Loan and Security Agreement, dated as of May 15, 2020, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 21, 2020 (File No.

10.16 Fourth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement, dated as of December 17, 2020, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2020 (File No.

10.15 Revolving Credit Note Agreement, dated as of December 17, 2020, by and among Murray Hill Funding II, LLC, Murray Hill Funding, LLC, U.S.

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Bank National Association (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2020 (File No.

10.20 Master Confirmation to the Global Master Repurchase Agreement (Class A-R Notes), dated as of December 17, 2020, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.5 to Registrant’s Current Report on Form 8-K filed with the SEC on December 23, 2020 (File No.

10.18 Note Purchase Agreement of CĪON Investment Corporation related to the 2026 Notes, dated as of February 11, 2021 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 16, 2021 (File No.

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(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on April 27, 2022 (File No.

Description of Document

10.23 Deed of Trust, dated as of February 20, 2023, by and between CĪON Investment Corporation and Mishmeret Trust Company Ltd.

(Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on February 28, 2023 (File No.

14.1 Code of Ethics of CĪON Investment Corporation, CION Investment Management, LLC, CION Management, LLC and Affiliated Advisers (Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2019 (File No.

10.24 Second Amendment to Third Amended and Restated Loan and Security Agreement, dated as of May 15, 2023, by and among 34th Street Funding, LLC, JPMorgan Chase Bank, National Association, U.S.

Bank Trust Company, National Association, U.S.

Bank National Association and CION Investment Management, LLC (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 18, 2023 (File No.

10.25 Fifth Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-1 Notes), dated as of June 14, 2023, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on June 15, 2023 (File No.

10.26 Amended and Restated Master Confirmation to the Global Master Repurchase Agreement (Class A-R Notes), dated as of June 14, 2023, by and between Murray Hill Funding, LLC and UBS AG (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed with the SEC on June 15, 2023 (File No.

Description of Document

10.27 Note Purchase Agreement of CĪON Investment Corporation related to the 2027 Notes, dated as of November 8, 2023 (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023 (File No.

14.1 Code of Ethics of CĪON Investment Corporation, CION Investment Management, LLC, CION Investment Management II , LLC and Affiliated Advisers (Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed with the SEC on May 10 , 20 23 (File No.

21.1 Subsidiaries of CĪON Investment Corporation.

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§1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

97.1 CĪON Investment Corporation Clawback Policy*

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

29 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 9A. Controls and Procedures