8-K

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):  December 26, 2018 (December 21, 2018)

CĪON Investment Corporation

 (Exact Name of Registrant as Specified in Charter)

Maryland	000-54755	45-3058280
(State or Other Jurisdiction of Incorporation)	(Commission F ile Number)	(I.R.S. Employer Identification No.)

3 Park Avenue, 36 th Floor

New York, New York 10016

   (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))

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 1.01. Entry Into a Material Definitive Agreement.

On December 26, 2018, CĪON Investment Corporation (“CIC”) entered into an amended and restated expense support and conditional reimbursement agreement (the “Amended Expense Support Agreement”) with CION Investment Management, LLC (“CIM”) for purposes of extending the termination date from December 31, 2018 to December 31, 2019.  No other material terms have been amended in connection with the Amended Expense Support Agreement.

The foregoing description of the Amended Expense Support Agreement is a summary only and is qualified in all respects by the provisions of the Amended Expense Support Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On December 21, 2018, CIC decreased its public offering price from $9.55 per share to $9.50 per share, based on a net offering price of $9.03 per share (net of selling commissions and dealer manager fees), which closely approximates an estimated net asset value per share of $8.81. This decrease in the public offering price will become effective on CIC’s December 26, 2018 weekly closing and will be first applied to subscriptions received from December 19, 2018 through December 25, 2018. In accordance with CIC’s previously disclosed share pricing policy, certain of CIC’s directors determined that a reduction in the public offering price per share was warranted following a decline in CIC’s net asset value per share to an amount more than 2.5% below CIC’s then-current net offering price.

Although CIC decreased its public offering price on December 21, 2018 from $9.55 per share to $9.50 per share, CIC will maintain the amount of weekly cash distributions payable to shareholders of $0.014067 per share resulting in an annual distribution rate of 7.70% (based on the $9.50 per share public offering price).

CIC’s board of directors (the “Board”) has delegated to CIC’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 December 24, 2018, CIC’s co-chief executive officers declared regular weekly cash distributions of $0.014067 per share for January 2019 through March 2019. Each distribution will be paid monthly to shareholders of record as of the weekly record dates set forth below.

Record Date	Payment Date	Distribution Amount Per Share
January 1, 2019	January 30, 2019	$0.014067
January 8, 2019	January 30, 2019	$0.014067
January 15, 2019	January 30, 2019	$0.014067
January 22, 2019	January 30, 2019	$0.014067
January 29, 2019	January 30, 2019	$0.014067
February 5, 2019	February 27, 2019	$0.014067
February 12, 2019	February 27, 2019	$0.014067
February 19, 2019	February 27, 2019	$0.014067
February 26, 2019	February 27, 2019	$0.014067
March 5, 2019	March 27, 2019	$0.014067
March 12, 2019	March 27, 2019	$0.014067
March 19, 2019	March 27, 2019	$0.014067
March 26, 2019	March 27, 2019	$0.014067

A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 8.01. Other Events.

On December 26, 2018, CIC determined that the estimated net asset value of CIC's common stock as of December 26, 2018 was $8.81 per share. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Amended and Restated Expense Support and Conditional Reimbursement Agreement dated December 26, 2018 by and between CION Investment Corporation and CION Investment Management, LLC.
99.1	Press Release dated December 26, 2018.

  SIGNATURES

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:	December 26, 2018	By: /s/ Michael A. Reisner
		Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER DESCRIPTION

10.1	Amended and Restated Expense Support and Conditional Reimbursement Agreement dated December 26, 2018 by and between CION Investment Corporation and CION Investment Management, LLC.
99.1	Press Release dated December 26, 2018.

EX-10.1

Exhibit 10.1

AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT

THIS AMENDED AND RESTATED EXPENSE SUPPORT AND CONDITIONAL REIMBURSEMENT AGREEMENT (the “Agreement”) is made the 26^th day of December, 2018, by and between CION Investment Corporation, a Maryland corporation (the “Company”) and CION Investment Management, LLC, a Delaware limited liability company (the “Adviser”).

WHEREAS, the Company is a non-diversified, closed-end management investment company that has elected to be treated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”);

WHEREAS, the Adviser is the Company’s investment adviser and an affiliate of the Company;

WHEREAS, in connection with the joint venture between Apollo Investment Management, L.P., a Delaware limited partnership (“AIM”) and CION Investment Group, LLC, a Delaware limited liability company (“CIG” and with AIM, the “Members”) the Members entered into the Fourth Amended and Restated Limited Liability Company Agreement of the Adviser, dated as of December 4, 2017;

WHEREAS, the Company and the Adviser previously entered into the Expense Support and Conditional Reimbursement Agreement, dated as of January 2, 2018;

WHEREAS, in connection with the ongoing relationship between the Members, the Adviser has determined that it is appropriate and in the best interest of the Company and the Adviser to continue to make available expense support to the Company;

WHEREAS, the Company and the Adviser have determined that it is appropriate and in the best interests of the Company to reduce the Company’s operating expenses to ensure that it bears a reasonable level of expense in relation to its investment income (the “Operating Expense Objective”);

WHEREAS, the Company and the Adviser have determined that it is appropriate and in the best interests of the Company to endeavor to ensure that no portion of distributions made to the Company’s shareholders will be paid from the Company’s offering proceeds or borrowings (the “Distribution Objective”); and

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1. Adviser Expense Payments to the Company.

1.1 Commencing with the quarter starting January 1, 2019, and on a quarterly basis thereafter, the Adviser hereby agrees to reimburse to the Company all operating expenses in an amount sufficient to meet the Operating Expense Objective and/or the Distribution Objective. Any payments required to be made by the Adviser pursuant to this paragraph shall be referred to herein as an “Expense Payment.”

1.2 The Adviser’s obligation to make an Expense Payment shall automatically become a liability of the Adviser and the right to such Expense Payment shall be an asset of the Company no later than the last business day of the applicable calendar quarter. The Expense Payment for any calendar quarter shall, as promptly as possible, be: (i) paid by the Adviser to the Company in any combination of cash or other immediately available funds, and/or (ii) offset against amounts due from the Company to the Adviser.

1.3 For purposes of this Agreement, “Available Operating Funds” means the sum of (i) the Company’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Company’s net capital gains (including the excess of net long-term capital gains over net short-term capital losses), and (iii) dividends and other distributions paid to or otherwise earned by the Company on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above.)

1.4 For purposes of this Agreement, “Reimbursable Expenses” means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting principles, that are: (i) reimbursable pursuant to the Investment Advisory Agreement dated as of June 19, 2012 between the Adviser and the Company (the “Advisory Agreement”), (ii) reimbursable pursuant to the Administration Agreement dated as of April 1, 2018 between the Company and the Adviser, or (iii) paid or accrued by the Adviser on behalf of the Company and not otherwise reimbursable pursuant to Section 1.4(i) or Section 1.4(ii) above.

2. Reimbursement of Expense Payments by the Company.

2.1 Following any calendar quarter in which Available Operating Funds exceed the cumulative distributions declared to the Company’s shareholders in respect of such calendar quarter and such excess is intended to be used to pay expenses qualifying as a Reimbursable Expense (the amount of such excess being hereinafter referred to as “Excess Operating Funds”), the Company shall pay such Excess Operating Funds, or a portion thereof in accordance with Section 2.2, to the Adviser or accrue such Excess Operating Funds as a liability until such time as all Expense Payments made by the Adviser to the Company within three (3) years prior to the last business day of such calendar quarter have been reimbursed or waived. Any payments required to be made by the Company pursuant to this Section 2.1 shall be referred to herein as a “Reimbursement Payment.”

2.2 The amount of the Reimbursement Payment for any calendar quarter shall equal the lesser of (i) the Excess Operating Funds in such calendar quarter, or (ii) the aggregate amount of all Expense Payments made by the Adviser to the Company (or otherwise accrued by the Adviser with respect to the Company) within three (3) years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Company to the Adviser.

2.3 The Company’s obligation to make a Reimbursement Payment shall automatically become a liability of the Company and the proportionate right to such share of the Reimbursement Payment shall be an asset of the Adviser no later than the last business day of the applicable calendar quarter. The Reimbursement Payment for any calendar quarter shall, as promptly as possible, be paid by the Company to the Adviser in any combination of cash or other immediately available funds. Any Reimbursement Payments shall be deemed to have reimbursed the Adviser for Expense Payments in chronological order beginning with the oldest Expense Payment eligible for reimbursement under this Section 2.

3. Effective Date; Termination; Survival.

3.1 Effective Date. This Agreement shall become effective as of the date first set forth above.

3.2 Termination.

(i) Unless otherwise agreed by the parties, this Agreement shall terminate on December 31, 2019.

(ii) This Agreement may be terminated at any time, without the payment of any penalty, by the Company or the Adviser, upon written notice to the Company.

(iii) This Agreement shall automatically terminate in the event of (a) the termination by the Company of the Advisory Agreement, or (b) the board of directors of the Company makes a determination to dissolve or liquidate the Company.

(iv) Notwithstanding anything contrary set forth in this Agreement, if this Agreement terminates automatically pursuant to Section 3.2(iii) above, or, following a termination of this Agreement pursuant to Section 3.2(ii), an event described in Section 3.2(iii) occurs, the Company agrees to pay the Adviser an amount equal to all Expense Payments paid to the Company within three (3) years prior to the date of such termination pursuant to Section 3.2(iii) or the occurrence of such event, as applicable, and that have not been previously reimbursed by the Company to the Adviser. Such repayment shall be made no later than thirty (30) days after such date of termination or the date of such event, as applicable.

3.3 Survival. Sections 3 and 4 of this Agreement shall survive any termination of this Agreement. Notwithstanding anything to the contrary, Section 2 of this Agreement shall survive any termination of this Agreement with respect to any Expense Payments that have not been reimbursed by the Company to the Adviser.

4. Miscellaneous.

4.1 Captions. The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

4.2 Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with respect to the subject matter hereof.

4.3 Interpretation. Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of Delaware. For so long as the Company is regulated as a business development company under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of Delaware, or any provisions herein, conflict with the provisions of the 1940 Act, the latter shall control. Further, nothing in this Agreement shall be deemed to require the Company to take any action contrary to the Company’s Second Articles of Amendment and Restatement of the Articles of Incorporation and/or the Amended and Restated By-Laws, as each may amended or restated, or to relieve or deprive the board of directors of the Company of its responsibility for and control of the conduct of the affairs of the Company.

4.4 Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

4.5 Amendments and Counterparts. This Agreement may be amended in writing by mutual consent of the parties. This Agreement may be executed by the parties on any number of counterparts, delivery of which may occur by facsimile or as an attachment to an electronic communication, each of which shall be deemed an original, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

CION INVESTMENT CORPORATION

By: /s/ Michael A. Reisner                        

Name: Michael A. Reisner

Title: Co-Chief Executive Officer

CION Investment Management, LLC

Board of Directors:


/s/ Michael A. Reisner                               

Michael A. Reisner

/s/ Mark Gatto                                            
Mark Gatto

/s/ Howard Widra                                       
Howard Widra

SERIES C MEMBER:

APOLLO INVESTMENT MANAGEMENT, L.P.

By: ACC Management, LLC, its general Partner

By: /s/ Joseph D. Glatt                              

Name: Joseph D. Glatt

Title: Vice President

EX-99.1

Exhibit 99.1

CION INVESTMENT CORPORATION DECLARES CASH DISTRIBUTIONS

FOR IMMEDIATE RELEASE

----------------------------

NEW YORK, NY (December 26, 2018) – On December 24, 2018, the co-chief executive officers of CION Investment Corporation ("CION"), a CION Investments company, declared regular weekly cash distributions for January 2019 through March 2019.

Each of the regular weekly cash distributions of $0.014067 per share will be paid monthly to shareholders of record as of the weekly record dates set forth below.

Record Date	Payment Date	Distribution Amount Per Share
January 1, 2019	January 30, 2019	$0.014067
January 8, 2019	January 30, 2019	$0.014067
January 15, 2019	January 30, 2019	$0.014067
January 22, 2019	January 30, 2019	$0.014067
January 29, 2019	January 30, 2019	$0.014067
February 5, 2019	February 27, 2019	$0.014067
February 12, 2019	February 27, 2019	$0.014067
February 19, 2019	February 27, 2019	$0.014067
February 26, 2019	February 27, 2019	$0.014067
March 5, 2019	March 27, 2019	$0.014067
March 12, 2019	March 27, 2019	$0.014067
March 19, 2019	March 27, 2019	$0.014067
March 26, 2019	March 27, 2019	$0.014067

Certain Information About Distributions

The determination of the tax attributes of CION’s distributions is made annually as of the end of CION’s fiscal year based upon its taxable income and distributions paid, in each case, for the full year. Therefore, a determination as to the tax attributes of the distributions made on a quarterly basis may not be representative of the actual tax attributes for a full year. CION intends to update shareholders quarterly with an estimated percentage of its distributions that resulted from taxable ordinary income. The actual tax characteristics of distributions to shareholders will be reported to shareholders annually on a Form 1099-DIV. The payment of future distributions on CION’s common stock is subject to the discretion of the Board and applicable legal restrictions, and therefore, there can be no assurance as to the amount or timing of any such future distributions.

CION may fund its cash distributions to shareholders from any sources of funds available to it, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains proceeds from the sale of assets, dividends or other distributions paid to it on account of preferred and common equity investments in portfolio companies and expense support from CION Investment Management, LLC (“CIM”), which is subject to recoupment.  On January 2, 2018, CION entered into an expense support and conditional reimbursement agreement with CIM for purposes of, among other things, replacing CION Investment Group, LLC ("CIG") and Apollo Investment Management, L.P. ("AIM") with CIM as the expense support provider pursuant to the terms of the expense support and conditional reimbursement agreement. To date, distributions have not been paid from offering proceeds or borrowings.  In certain prior periods , if expense support from CIG were not supported, some or all of the distributions may have been a return of capital; however, distributions have not included a return of capital as of the date hereof.   CION has  not established limits on the amount of funds it may use from available sources to make distributions. Through December 31, 2014, a portion of CION's distributions resulted from expense support from CIG, and future distributions may result from expense support from CIM, each of which is subject to repayment by CION within three years. For the years ended December 31, 2015, 2016, and 2017, none of CION's distributions resulted from expense support from CIG or AIM. The purpose of this arrangement is to avoid such distributions being characterized as returns of capital. Shareholders should understand that any such distributions are not based on CION's investment performance, and can only be sustained if CION achieves positive investment performance in future periods and/or CIM continues to provide such expense support. Shareholders should also understand that CION's future repayments of expense support will reduce the distributions that they would otherwise receive.  There can be no assurance that CION will achieve such performance in order to sustain these distributions, or be able to pay distributions at all.  CIM has no obligation to provide expense support to CION in future periods.

1 

ABOUT CION INVESTMENT CORPORATION

CION is a middle-market loan fund that is structured as a publicly registered, non-traded business development company. CION offers individual investors the opportunity to invest primarily in the senior-secured debt of private U.S. middle market companies. CION leverages the experience of its adviser – CION Investment Management, LLC, a CION Investments company – to meet its investment objective of generating current income and, to a lesser extent, long-term capital appreciation for its investors . For more information, please visit www.cioninvestments.com ..

FORWARD-LOOKING STATEMENTS

The information in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are identified by words such as “may,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” and variations of these words and similar expressions, including references to assumptions and forecasts of future results. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and c ould cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. CION undertakes no obligation to update any forward-looking statements contained herein to conform the statements to actual results or cha nges in its expectations.

OTHER INFORMATION

The information in this press release is summary information only and should be read in conjunction with CION ’s Current Report on Form 8-K and Prospectus Supplement No. 7 on Form 497, each of which CION filed with the Securities and Exchange Commission (“SEC”) on December 26, 2018, as well as CION ’s other reports filed with the SEC. A copy of CION ’s Current Report on Form 8-K, Prospectus Supplement No. 7 on Form 497 and CION’s other reports filed with the SEC can be found on CION ’s website at www.cioninvestments.com and the SEC’s website at www.sec.gov .

###

2