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): April 27, 2016 (April 21, 2016)

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.)

3 Park Avenue, 36th 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))

Item 1.01. Entry Into a Material Definitive Agreement.

On April 21, 2016, CĪON Investment Corporation ("CĪON") entered into the second amendment (the "Second Amendment") to its revolving credit facility (the "EWB Credit Facility") with East West Bank ("EWB").

Under the original EWB Credit Facility, the borrowing base was the lesser of (i) the average monthly net proceeds received by CĪON from the sale of its equity securities during the trailing three month period ending on the last day of the immediately preceding calendar month; or (ii) 50% of collateral securing the EWB Credit Facility.

Under the first amendment to the EWB Credit Facility dated as of January 28, 2016, during the period commencing on January 30, 2016 through July 31, 2016, (i) the trailing equity component of the borrowing base was removed; (ii) the borrowing base was decreased to 40% of the collateral securing the EWB Credit Facility; and (iii) the required minimum fair market value of the collateral securing the EWB Credit Facility was increased from two to two and one-half times all outstanding advances under the EWB Credit Facility.  Subsequent to July 31, 2016, these amended provisions will revert back to their original terms.

Under the Second Amendment, the date after which the amended provisions of the first amendment will revert back to their original terms was extended from July 31, 2016 to September 30, 2016 and the maturity date of the EWB Credit Facility was extended from April 29, 2016 to April 27, 2017. No other material terms of the EWB Credit Facility have been amended in connection with the Second Amendment.

The foregoing description of the Second Amendment to the EWB Credit Facility is a summary only and is qualified in all respects by the provisions of the Second Amendment, 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 April 26, 2016, CĪON increased its public offering price from $9.60 per share to $9.65 per share, based on a net offering price of $8.69 per share (net of selling commissions and dealer manager fees), which closely approximates an estimated net asset value per share of $8.67.  This increase in the public offering price will become effective on CĪON's April 27, 2016 weekly closing and will be first applied to subscriptions received from April 20, 2016 through April 26, 2016.  In accordance with CĪON's previously disclosed share pricing policy, certain of CĪON's directors determined that an increase in the public offering price per share was warranted following an increase in CĪON's net asset value per share to an amount that exceeds CĪON's then-current net offering price.

Although CĪON increased its public offering price on April 26, 2016 from $9.60 per share to $9.65 per share, CĪON will maintain the amount of weekly cash distributions payable to shareholders of $0.014067 per share resulting in an annual distribution rate of 7.58% (based on the $9.65 per share public offering price).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT NUMBER	DESCRIPTION
10.1	Second Amendment to Loan and Security Agreement, dated as of April 21, 2016, by and between CĪON Investment Corporation and East West Bank

 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:	April 27, 2016	By: /s/ Michael A. Reisner
		Co-President and Co-Chief Executive Officer

EXHIBIT LIST

EXHIBIT NUMBER	DESCRIPTION
10.1	Second Amendment to Loan and Security Agreement, dated as of April 21, 2016, by and between CĪON Investment Corporation and East West Bank

EX-10.1

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT

This Second Amendment to Loan and Security Agreement (this "Amendment") is entered into as of April 21, 2016, by and between EAST WEST BANK ("Bank") and CĪON INVESTMENT CORPORATION, a Maryland corporation ("Borrower").

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated as of April 30, 2015 (as amended from time to time, including by that certain First Amendment to Loan and Security Agreement dated as of January 28, 2016, collectively, the "Agreement").  The parties desire to amend the Agreement in accordance with the terms of this Amendment.

NOW, THEREFORE, the parties agree as follows:

1.The following defined terms set forth in Section 1.1 of the Agreement hereby are added, or amended and restated, as follows:

"Borrowing Base" means an amount equal to, (a) from the Second Amendment Closing Date through September 30, 2016, forty percent (40%) of Collateral, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower and  (b) at all times thereafter, the lesser of (i) the average monthly net proceeds received by Borrower from the sale of its equity securities during the trailing three (3) month period ending on the last day of the immediately preceding calendar month of Borrower or (ii) fifty percent (50%) of Collateral, as determined by Bank with reference to the most recent Borrowing Base Certificate delivered by Borrower.

"Borrowing Base Certificate" is a borrowing base certificate in the form attached to the Agreement, (a) from the Second Amendment Closing Date through September 30, 2016, as Exhibit C-1, and  (b) at all times thereafter, as Exhibit C-2.

"Revolving Maturity Date" means April 27, 2017.

"Second Amendment Closing Date" means April 21, 2016.

2.Section 6.7 of the Agreement hereby is amended and restated in its entirety to read as follows:

"6.7       Fair Market Value of Collateral.  The Collateral shall at all times have a Fair Market Value of not less than, (a) from the Second Amendment Closing Date through September 30, 2016, the aggregate amount of Advances outstanding hereunder, multiplied by two and a half (2.5) and (b) at all times thereafter, the aggregate amount of Advances outstanding hereunder, multiplied by two (2)."

3.Exhibit D to the Agreement hereby is replaced with Exhibit D attached hereto.

4.No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right.  Bank's failure at any time to require strict performance by Borrower of any provision shall not affect any right of Bank thereafter to demand strict compliance and performance.  Any suspension or waiver of a right must be in writing signed by an officer of Bank.

5.Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement.  The Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects.  Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect prior to the date hereof.

6.Borrower represents and warrants that the Representations and Warranties contained in the Agreement are true and correct as of the date of this Amendment, and that no Event of Default has occurred and is continuing.

7.As a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:

(a)this Amendment, duly executed by Borrower;

(b)a certificate with respect to incumbency and resolutions of Borrower, authorizing the execution and delivery of this Amendment;

(c)a fully earned and non-refundable facility fee equal to Two Hundred Thousand Dollars ($200,000);

(d)all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower's accounts; and

(e)such other documents, and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

8.This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Balance of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

CĪON INVESTMENT CORPORATION

By: /s/ Michael A. Reisner

Title: Co-President and Co-Chief Executive Officer

EAST WEST BANK

By: /s/ Emma Wang

Title: First Vice President

[Signature Page to Second Amendment to Loan and Security Agreement]