CION Investment Corp 8-K, filed Sep 19, 2022
CION Investment Corp (CION)
About this 8-K
CION Investment Corp filed this 8-K on September 19, 2022, reporting on events of September 15, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 19, 2022 (
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Item 5.07. Submission of Matters to a Vote of Security Holders.
CĪON Investment Corporation (“CION”) reconvened its Annual Meeting of Shareholders (the “Annual Meeting”) on September 15, 2022. The Annual Meeting was initially called to order on July 28, 2022, and was adjourned until September 15, 2022 to permit additional time to solicit shareholder votes for the proposals.
As of May 31, 2022, the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 56,958,440 shares of common stock were eligible to be voted, and 28,483,854 of those shares were voted in person or by proxy at the Annual Meeting. Shareholders were asked to consider and act upon the following proposals, each of which is described in detail in CION’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on June 1, 2022:
| · | Proposal No. 1 – the election of three members of the board of directors of CION to serve until the 2025 annual meeting of shareholders or until their successors are duly elected and qualified; and |
| · | Proposal No. 2 – to authorize flexibility for CION, with the approval of CION’s board of directors, to offer and sell shares of common stock at a price below net asset value during the next 12 months following shareholder approval, subject to certain limitations described in the proxy statement (the “Share Issuance Proposal”). |
The director nominees listed in CION’s 2022 proxy statement were elected by CION’s shareholders at the reconvened Annual Meeting. The votes for, votes withheld and broker non-votes for the director nominees are set forth below:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Edward J. Estrada | 25,636,831 | 2,847,023 | 0 |
| Peter I. Finlay | 25,596,932 | 2,886,922 | 0 |
| Earl V. Hedin | 25,607,536 | 2,876,318 | 0 |
The Share Issuance Proposal was also approved by CION’s shareholders at the reconvened Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:
| Votes For | 20,326,615 |
| Votes Against | 6,004,744 |
| Abstentions | 2,152,495 |
| Broker Non-Votes | 0 |
Item 7.01. Regulation FD Disclosure.
On September 19, 2022, CION issued a press release announcing that its management will be presenting at the Sidoti Small-Cap Virtual Conference to be held on September 22, 2022. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and shall not be deemed “filed” by CION for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release dated September 19, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 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
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| Date: | September 19, 2022 | By: /s/ Michael A. Reisner |
| Co-Chief Executive Officer |
EXHIBIT LIST
| EXHIBIT NUMBER |
DESCRIPTION |
| 99.1 | Press Release dated September 19, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CION INVESTMENT CORPORATION TO PRESENT AT THE SIDOTI SMALL-CAP VIRTUAL CONFERENCE ON SEPTEMBER 22
NEW YORK, September 19, 2022 — CION Investment Corporation (NYSE: CION) (“CION” or the “Company”) today announced that its management will be presenting at the Sidoti Small-Cap Virtual Conference on Thursday, September 22nd at 9:15am (ET). Additionally, CION’s management will be meeting with investors throughout the day.
Investors will be able to access the presentation live over the internet via the weblink: https://sidoti.zoom.us/webinar/register/WN_OGFsDFMORFuFvSOkSMT-Yg. A webcast replay will be available via the same link for approximately 90 days.
Investors can also download a PDF copy of the presentation by visiting CION’s Investor Relations section of its website: https://www.cionbdc.com/#resources.
ABOUT CION INVESTMENT CORPORATION
CION Investment Corporation is a leading publicly listed business development company that had approximately $1.9 billion in assets as of June 30, 2022. CION seeks to generate current income and, to a lesser extent, capital appreciation for investors by focusing primarily on senior secured loans to U.S. middle-market companies. CION is advised by CION Investment Management, LLC, a registered investment adviser and an affiliate of CION. For more information, please visit www.cionbdc.com.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “project,” “target,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. You should read statements that contain these words carefully because they discuss CION’s plans, strategies, prospects and expectations concerning its business, operating results, financial condition and other similar matters. These statements represent CION’s belief regarding future events that, by their nature, are uncertain and outside of CION’s control. There are likely to be events in the future, however, that CION is not able to predict accurately or control. Any forward-looking statement made by CION in this press release speaks only as of the date on which it is made. Factors or events that could cause CION’s actual results to differ, possibly materially from its expectations, include, but are not limited to, the risks, uncertainties and other factors CION identifies in the sections entitled “Risk Factors” and “Forward-Looking Statements” in filings CION makes with the SEC, and it is not possible for CION to predict or identify all of them. CION undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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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, which CION filed with the SEC on September 19, 2022, as well as CION’s other reports filed with the SEC. A copy of CION’s Current Report on Form 8-K and CION’s other reports filed with the SEC can be found on CION’s website at www.cionbdc.com and the SEC’s website at www.sec.gov.
CONTACTS
Media
Alexander Cavalieri
acavalieri@cioninvestments.com
Investor Relations
1-800-343-3736
Analysts and Institutional Investors
Lena Cati
The Equity Group
lcati@equityny.com
212-836-9611
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