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 20, 2022 (December 19, 2022)

CĪONInvestment Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54755	45-3058280
(State<br> or Other Jurisdiction of Incorporation)	(Commission<br> File Number)	(I.R.S.<br> Employer Identification No.)
100 Park Avenue, 25th Floor New York, New York 10017
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(Address of Principal Executive Offices)
(212) 418-4700
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(Registrant’s<br> telephone number, including area code)
Not applicable
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(Former<br> 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))

Securities registered pursuant to Section 12(b) of the Act:

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
Common stock, par value $0.001 per share	CION	The New York Stock Exchange

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 2.02. Results of Operations and FinancialCondition.

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The board of directors (the “Board”) of CĪON Investment Corporation (“CION”) has delegated to CION’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 19, 2022, CION’s co-chief executive officers declared a special year-end cash distribution of $0.27 per share for the year ending December 31, 2022 payable on January 31, 2023 to shareholders of record as of December 30, 2022. A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information disclosed under this Item 2.02, 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<br> Release dated December 20, 2022.
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104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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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<br><br> <br>****
Date:	December 20, 2022	By: /s/ Michael A. Reisner
		Co-Chief Executive Officer

EXHIBIT LIST

EXHIBITNUMBER	DESCRIPTION
99.1	Press<br> Release dated December 20, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit 99.1

CION INVESTMENT CORPORATION ANNOUNCES

SPECIAL YEAR-END 2022 DISTRIBUTION OF $0.27PER SHARE

Total Distributions Declared in 2022 Amountto $1.45 Per Share

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For Immediate Release

NEW YORK, December 20, 2022 — CION Investment Corporation (NYSE: CION) (“CION” or the “Company”) today announced a special cash distribution for the year ending December 31, 2022 in the amount of $0.27 per share, payable on January 31, 2023 to shareholders of record as of December 30, 2022, which represents an increase of $0.07 per share, or 35%, from the special distribution paid by the Company for the year ended December 31, 2021. The special distribution represents a portion of the Company’s investment company taxable income generated through the course of the year.

“We are pleased to declare a special distribution for 2022, which was driven by the solid performance of our portfolio throughout the year. This improved performance allowed us to increase our regular quarterly distribution during the year and announce a higher special distribution as compared to 2021. We believe that our commitment to diligently execute on our strategy designed to generate net investment income by focusing on first lien investments and a highly diversified portfolio of solid companies, has enabled us to deliver attractive returns to our shareholders,” stated Michael A. Reisner, co-Chief Executive Officer of CION.

ABOUT CION INVESTMENT CORPORATION

CION Investment Corporation is a leading publicly listed business development company that had approximately $1.9 billion in total assets as of September 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.

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 December 20, 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.

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CONTACTS

Media

Susan Armstrong

sarmstrong@cioninvestments.com

Investor Relations

1-800-343-3736

Analysts and Institutional Investors

Lena Cati

The Equity Group

lcati@equityny.com

212-836-9611