CION Investment Corp Files 2023 Annual Report on Form 10-K

TL;DR

**CION Investment Corp has submitted its 2023 annual report (10-K), detailing its financial performance and business operations for the fiscal year ending December 31, 2023.**

AI Summary

CION Investment Corp (CICB) filed a Annual Report (10-K) with the SEC on March 14, 2024. CION Investment Corp filed its 2023 Form 10-K on March 14, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 100 Park Avenue, 25th Floor, New York, NY 10017. CION Investment Corp was incorporated in Maryland. The SEC file number for this filing is 814-00941.

Why It Matters

For investors and stakeholders tracking CION Investment Corp, this filing contains several important signals. The 10-K filing provides a comprehensive overview of CION's financial health, investment portfolio, and risk factors, which are crucial for investors to assess the company's stability and future prospects. Understanding the details within this annual report is essential for stakeholders to make informed decisions regarding their investment in CION Investment Corp, especially given its status as a Business Development Company (BDC).

Risk Assessment

Risk Level: CICB — CION Investment Corp shows moderate risk based on this filing. The filing details various risks associated with CION's business, including those related to its structure, affiliates, debt financings, and the broader market, indicating potential challenges that could impact its financial performance.

Analyst Insight

Investors should carefully review the detailed risk factors and financial statements within the 10-K to understand potential headwinds and opportunities for CION Investment Corp.

Key Numbers

• 2023-12-31 — Fiscal Year End (The filing covers the fiscal year ending December 31, 2023)
• 2024-03-14 — Filing Date (Filed as of date: 2024-03-14)
• 814-00941 — SEC File Number (SEC FILE NUMBER: 814-00941)
• MD — State of Incorporation (STATE OF INCORPORATION: MD)

Key Players & Entities

• CION Investment Corp (company) — CION Investment Corp filed its 2023 Form 10-K
• 100 Park Avenue, 25th Floor, New York, NY 10017 (address) — The company's principal executive offices are located at
• Maryland (location) — CION Investment Corp was incorporated in Maryland
• 814-00941 (filing_id) — The SEC file number for this filing is
• 20231231 (date) — The filing covers the fiscal year ending December 31, 2023
• 20240314 (date) — CION Investment Corp filed its 2023 Form 10-K on March 14, 2024

FAQ

Risk Factors

• Risks Related to Our Business and Structure [medium — operational]: The company faces risks associated with its business operations and overall corporate structure.
• Risks Related to CIM and Its Affiliates [medium — financial]: Potential risks stemming from the company's relationship with CIM and its affiliated entities.
• Risks Related to Business Development Companies [medium — regulatory]: Specific risks inherent in operating as a Business Development Company (BDC).
• Risks Relating to Our Debt Financings [medium — financial]: The company is exposed to risks associated with its use of debt financing.
• Federal Income Tax Risks [medium — financial]: Potential risks related to the company's federal income tax obligations.

Industry Context

CION Investment Corp operates as a Business Development Company (BDC), investing in debt and equity of middle-market companies.

Regulatory Implications

As a BDC, CION is subject to specific regulations under the Investment Company Act of 1940, impacting its investment strategies and capital structure.

What Investors Should Do

1. Review the detailed financial statements and footnotes for the fiscal year ended December 31, 2023.
2. Analyze the company's investment portfolio composition and performance metrics.
3. Thoroughly assess the identified risk factors and their potential impact on future operations.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 2023 annual financial statements.
• 2024-03-14: Filing Date — Date the 10-K report was officially filed with the SEC.
• 2012-07-02: IPO Date — Indicates the initial public offering date, relevant for long-term performance analysis.

Year-Over-Year Comparison

This 10-K filing represents the company's comprehensive annual report, providing updated financial data and disclosures compared to previous filings.

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share CION The New York Stock Exch
• $10.38 — ed on the closing price on that date of $10.38 on the New York Stock Exchange, was app
• $75 million — ciation and amortization, or EBITDA, of $75 million or less, with experienced management te
• $5 million — nvestments will generally range between $5 million and $50 million each, although investme
• $50 million — generally range between $5 million and $50 million each, although investments may vary as
• $75 m — nies with annual EBITDA of greater than $75 million, subject to liquidity and diversi
• $2 — our asset coverage ratio to 150% (i.e., $2 of debt outstanding for each $1 of equi
• $1 — (i.e., $2 of debt outstanding for each $1 of equity), which allows us to increase

Filing Documents

• cion-20231231.htm (10-K) — 7369KB
• cion-123123x10kexhibit211.htm (EX-21.1) — 8KB
• exhibit231consentofindepen.htm (EX-23.1) — 2KB
• cionex-311q42023.htm (EX-31.1) — 10KB
• cionex-312q42023.htm (EX-31.2) — 11KB
• cionex-313q42023.htm (EX-31.3) — 10KB
• cionex-321q42023.htm (EX-32.1) — 5KB
• cionex-322q42023.htm (EX-32.2) — 4KB
• cionex-323q42023.htm (EX-32.3) — 5KB
• clawbackpolicy.htm (EX-97.1) — 36KB
• cion-20231231_g1.jpg (GRAPHIC) — 33KB
• cion-20231231_g2.jpg (GRAPHIC) — 44KB
• cion-20231231_g3.jpg (GRAPHIC) — 45KB
• cion-20231231_g4.jpg (GRAPHIC) — 23KB
• cion-20231231_g5.jpg (GRAPHIC) — 18KB
• cion-20231231_g6.jpg (GRAPHIC) — 86KB
• 0001534254-24-000008.txt ( ) — 35260KB
• cion-20231231.xsd (EX-101.SCH) — 89KB
• cion-20231231_cal.xml (EX-101.CAL) — 70KB
• cion-20231231_def.xml (EX-101.DEF) — 421KB
• cion-20231231_lab.xml (EX-101.LAB) — 775KB
• cion-20231231_pre.xml (EX-101.PRE) — 590KB
• cion-20231231_htm.xml (XML) — 6915KB

Risk Factors

Item 1A. Risk Factors 29

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 55

Cybersecurity

Item 1C. Cybersecurity 55

Properties

Item 2. Properties 56

Legal Proceedings

Item 3. Legal Proceedings 57

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 57 PART II

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 58

[RESERVED ]

Item 6. [RESERVED ] 67

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 68

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 82

Consolidated Financial Statements and Supplementary Data

Item 8. Consolidated Financial Statements and Supplementary Data 83

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 153

Controls and Procedures

Item 9A. Controls and Procedures 153

Other Information

Item 9B. Other Information 154

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 154 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 155

Executive Compensation

Item 11. Executive Compensation 162

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 162

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 164

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 166 PART IV

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 168

Form 10-K Summary

Item 16. Form 10-K Summary 171

Signatures

Signatures 172 PART I

Forward-Looking Statements

Forward-Looking Statements Some of the statements within this Annual Report on Form 10-K constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Annual Report on Form 10-K involve numerous risks and uncertainties, including statements as to: our future operating results; our business prospects and the prospects of our portfolio companies, including our and their ability to achieve our respective objectives as a result of inflation, high interest rates and the risk of recession; the impact of the investments that we expect to make; the ability of our portfolio companies to achieve their objectives; our current and expected financings and investments; the adequacy of our cash resources, financing sources and working capital; the use of borrowed money to finance a portion of our investments; the timing of cash flows, if any, from the operations of our portfolio companies; our contractual arrangements and relationships with third parties; the actual and potential conflicts of interest with our investment adviser, CION Investment Management, LLC, or CIM, a registered investment adviser and our affiliate, and CIM's affiliates; the ability of CIM's investment professionals to locate suitable investments for us and the ability of CIM to monitor and administer our investments; the ability of CIM and its affiliates to attract and retain highly talented professionals; the dependence of our future success on the general economy and its impact on the industries in which we invest, including inflation and high interest rates and the related economic disruptions caused thereby; the effects of a changing interest rate environment; our ability to source favorable private investments; our tax status; the effect of changes to tax legislation and our tax position; the tax status of the companies in which we invest; and the timing and amount of distr

Business

Item 1. Business Overview CON Investment Corporation, or the Company, was incorporated under the general corporation laws of the State of Maryland on August 9, 2011. When used in this Annual Report on Form 10-K, the terms "we," "us," "our" or similar terms refer to the Company and its consolidated subsidiaries. In addition, the term "portfolio companies" refers to companies in which we have invested, either directly or indirectly through our consolidated subsidiaries. We are an externally managed, non-diversified, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. We elected to be treated for U.S. federal income tax purposes as a RIC, as defined under Subchapter M of the Code. We are managed by CIM, our affiliate and a registered investment adviser under the Investment Advisers Act of 1940, as amended, or the Advisers Act. Pursuant to an investment advisory agreement with us, CIM oversees the management of our activities and is responsible for making investment decisions for our portfolio. We have also entered into an administration agreement with CIM to provide us with administrative services necessary for us to operate. CIM is a controlled and consolidated subsidiary of CION Investment Group, LLC, or CIG, our affiliate. As a member of CIM, CIG's investment professionals provide investment advisory services, including advice, evaluation and recommendations with respect to our investments. Additionally, Apollo Investment Management, L.P., or AIM, a subsidiary of Apollo Global Management, Inc. (NYSE: APO), or Apollo, also a member of CIM and a registered investment adviser under the Advisers Act, performs certain services for CIM, which include, among other services, providing (a) trade and settlement support; (b) portfolio and cash reconciliation; (c) market pipeline information regarding syndicated deals, in each case, as reasonably requested by CIM; and (d) monthly valuation reports and support for all br

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View this 10-K filing on SEC EDGAR