PART I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) CĪON Investment Corporation is an externally managed BDC investing in senior secured debt of U.S. middle-market companies - CĪON Investment Corporation is an externally managed BDC focused on generating current income and capital appreciation by investing in senior secured debt of U.S. middle-market companies[20](index=20&type=chunk)[22](index=22&type=chunk) - The company is managed by CION Investment Management, LLC (CIM), which is a joint venture with an affiliate of Apollo Global Management, Inc (Apollo)[21](index=21&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) Portfolio Composition as of December 31, 2021 | Investment Type | Fair Value ($ thousands) | Percentage of Portfolio | | :--- | :--- | :--- | | Senior secured first lien debt | 1,526,989 | 91.6% | | Senior secured second lien debt | 38,583 | 2.3% | | Collateralized securities and structured products - equity | 2,998 | 0.2% | | Unsecured debt | 26,616 | 1.6% | | Equity | 70,936 | 4.3% | | **Total** | **1,666,122** | **100.0%** | | Short term investments | 87,917 | - | | **Total Investments** | **1,754,039** | - | - On October 5, 2021, the company's common stock commenced trading on the New York Stock Exchange (NYSE) under the ticker symbol "CION"[29](index=29&type=chunk) - Shareholders approved a proposal to reduce the company's minimum asset coverage ratio from **200% to 150%**, effective December 31, 2021, allowing for increased leverage[25](index=25&type=chunk)[121](index=121&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) The company faces diverse risks including its business structure, adviser reliance, BDC regulations, and market conditions - **Business & Structure Risks:** The company's ability to achieve its investment objective is highly dependent on CIM's management, faces increasing competition, and has valuation uncertainty in its portfolio[185](index=185&type=chunk)[192](index=192&type=chunk)[193](index=193&type=chunk) - **CIM & Affiliate Risks:** Conflicts of interest exist due to compensation arrangements, which could incentivize CIM to make more speculative investments or use additional leverage[209](index=209&type=chunk)[212](index=212&type=chunk)[216](index=216&type=chunk) - **BDC Risks:** The company must invest at least **70% of its assets in "qualifying assets,"** and failure to maintain BDC status would reduce operating flexibility and affect its ability to use leverage[223](index=223&type=chunk)[225](index=225&type=chunk)[226](index=226&type=chunk) - **Investment Risks:** Investments in middle-market companies are inherently risky, and the company is exposed to interest rate changes and risks associated with the transition from LIBOR[239](index=239&type=chunk)[257](index=257&type=chunk)[259](index=259&type=chunk) - **Debt Financing Risks:** The company has shareholder approval to increase leverage by reducing its asset coverage ratio to **150%**, which magnifies the potential for loss on invested capital[288](index=288&type=chunk)[290](index=290&type=chunk) - **Tax Risks:** The company will be subject to corporate-level income tax if it fails to qualify as a Regulated Investment Company (RIC), which requires distributing at least **90% of its taxable income** annually[303](index=303&type=chunk)[304](index=304&type=chunk) - **Common Stock Risks:** The market price of the company's common stock may fluctuate significantly and trade at a discount to its Net Asset Value (NAV), while issuing shares below NAV could dilute shareholders[310](index=310&type=chunk)[312](index=312&type=chunk)[319](index=319&type=chunk) - **General Risks:** Global economic, political, and market conditions, including the COVID-19 pandemic and cybersecurity threats, may adversely affect the business and financial condition[331](index=331&type=chunk)[337](index=337&type=chunk)[350](index=350&type=chunk) [Item 1B. Unresolved Staff Comments](index=51&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - Not applicable[352](index=352&type=chunk) [Item 2. Properties](index=51&type=section&id=Item%202.%20Properties) The company does not own material physical properties and leases its principal executive offices in New York - The company does not own any material physical properties and its executive offices are located in New York, NY[353](index=353&type=chunk) [Item 3. Legal Proceedings](index=51&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings - The company is not currently a party to any material legal proceedings[354](index=354&type=chunk) [Item 4. Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[355](index=355&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=52&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Shareholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's stock trades on the NYSE, distributions are sourced from income, and a new share repurchase plan is authorized - The company's common stock listed on the NYSE on October 5, 2021 and traded at a significant discount of approximately **25.3% to its NAV** as of March 3, 2022[358](index=358&type=chunk) Distributions Declared (2019-2021) | Year Ended | Per Share ($) | Total Amount ($ thousands) | | :--- | :--- | :--- | | Dec 31, 2021 | 1.2592 | 71,530 | | Dec 31, 2020 | 1.1106 | 63,283 | | Dec 31, 2019 | 1.4910 | 84,772 | - For the years ended 2021, 2020, and 2019, **100% of distributions** were sourced from net investment income on a GAAP basis[374](index=374&type=chunk) - Upon listing on the NYSE, the company terminated its old distribution reinvestment plan and adopted a new "opt-out" plan (New DRP)[369](index=369&type=chunk)[371](index=371&type=chunk) - A new post-listing policy authorizes up to **$50 million in repurchases**, but no shares were repurchased under this policy through March 3, 2022[380](index=380&type=chunk)[382](index=382&type=chunk)[384](index=384&type=chunk) [Item 6. [RESERVED]](index=57&type=section&id=Item%206.%20%5BRESERVED%5D) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company's net assets increased in FY2021, driven by unrealized appreciation on investments and key strategic developments Results of Operations (2020 vs. 2021) | Metric ($ thousands) | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Investment income | 157,348 | 163,842 | | Net operating expenses | 83,041 | 85,114 | | **Net investment income** | **74,307** | **78,728** | | Net realized gain (loss) | 840 | (69,872) | | Net change in unrealized appreciation (depreciation) | 43,617 | (19,878) | | **Net increase (decrease) in net assets** | **118,764** | **(11,022)** | - The significant improvement in net assets from operations in 2021 was primarily due to a positive swing in the net change in unrealized appreciation on investments[439](index=439&type=chunk)[441](index=441&type=chunk) - Investment income decreased in 2021 compared to 2020, primarily due to lower average LIBOR rates during the period[433](index=433&type=chunk) Portfolio Activity (2020 vs. 2021) | Activity ($ thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Purchases and drawdowns | 920,039 | 359,633 | | Sales and principal repayments | (827,958) | (543,167) | | **Net portfolio activity** | **92,081** | **(183,534)** | - On December 21, 2021, the company formed CION/EagleTree, an off-balance sheet joint venture with an affiliate of EagleTree Capital, LP[411](index=411&type=chunk) - The company's asset coverage ratio was **212%** as of December 31, 2021, with the minimum required ratio reduced to **150%** effective the same day[414](index=414&type=chunk)[451](index=451&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to interest rate risk due to its portfolio of variable-rate debt and floating-rate credit facilities - The company's primary market risk is from changes in interest rates, as **84.2% of its investments** paid variable interest rates as of December 31, 2021[487](index=487&type=chunk) Interest Rate Sensitivity Analysis (as of Dec 31, 2021) | Basis Point Change in Interest Rates | (Decrease) Increase in Net Interest Income ($ thousands) | Percentage Change in Net Interest Income | | :--- | :--- | :--- | | Up 50 basis points | (2,622) | (2.4)% | | Up 100 basis points | (3,291) | (3.0)% | | Up 200 basis points | 3,108 | 2.8% | | Up 300 basis points | 10,504 | 9.5% | - The company's borrowings under its major credit facilities are also at floating rates, meaning rising interest rates will increase its cost of funds[488](index=488&type=chunk) [Item 8. Consolidated Financial Statements and Supplementary Data](index=73&type=section&id=Item%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) The financial statements present the company's financial position, with an unqualified opinion from the independent auditor - The independent registered public accounting firm, RSM US LLP, issued an unqualified opinion, identifying the valuation of **Level 3 investments** as a critical audit matter[496](index=496&type=chunk)[501](index=501&type=chunk)[502](index=502&type=chunk) Consolidated Balance Sheet Highlights (as of Dec 31) | Metric ($ thousands) | 2021 | 2020 | | :--- | :--- | :--- | | Total investments, at fair value | 1,754,039 | 1,569,371 | | Total assets | 1,782,682 | 1,614,795 | | Total liabilities | 852,170 | 736,539 | | **Total shareholders' equity** | **930,512** | **878,256** | | **Net asset value per share** | **$16.34** | **$15.50** | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | Metric ($ thousands) | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Total investment income | 157,348 | 163,842 | 201,103 | | Total operating expenses | 82,699 | 84,846 | 113,779 | | **Net investment income after taxes** | **74,307** | **78,728** | **87,312** | | Net realized and unrealized gains (losses) | 44,457 | (89,750) | (35,468) | | **Net increase (decrease) in net assets** | **118,764** | **(11,022)** | **51,844** | - As of December 31, 2021, approximately **94.7% of the company's total investments** were classified as Level 3 in the fair value hierarchy[501](index=501&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=138&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants - None[836](index=836&type=chunk) [Item 9A. Controls and Procedures](index=138&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[837](index=837&type=chunk) - Based on an assessment using the 2013 COSO framework, management concluded that the company's internal control over financial reporting was effective as of December 31, 2021[842](index=842&type=chunk) - There were no material changes in internal control over financial reporting during the fourth quarter of 2021[845](index=845&type=chunk) [Item 9B. Other Information](index=139&type=section&id=Item%209B.%20Other%20Information) This item is not applicable to the company - Not applicable[846](index=846&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=139&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[847](index=847&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=140&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is governed by an eight-member Board with six independent directors and three standing committees - The Board of Directors is composed of **eight members**, six of whom are independent, serving staggered three-year terms[877](index=877&type=chunk)[869](index=869&type=chunk) - Mark Gatto and Michael A. Reisner are interested directors, serving as Co-Chairmen and Co-Chief Executive Officers[851](index=851&type=chunk)[880](index=880&type=chunk) - The Board has established an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee, each composed entirely of independent directors[883](index=883&type=chunk) - For 2021, total director compensation was **$512,433**[891](index=891&type=chunk)[893](index=893&type=chunk) [Item 11. Executive Compensation](index=146&type=section&id=Item%2011.%20Executive%20Compensation) Executive officers receive no direct compensation from the company, as their services are provided through the investment adviser - The company does not directly compensate its executive officers and has no employees[898](index=898&type=chunk) - Executive officer services are provided by individuals who are officers of the investment adviser, CIM, and the company reimburses CIM for its allocable portion of these expenses[898](index=898&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=147&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) Executive officers and directors collectively own less than 1% of the company's outstanding common stock - As of March 3, 2022, all executive officers and directors as a group beneficially owned **97,836.28 shares**, which is less than 1% of the outstanding common stock[901](index=901&type=chunk)[905](index=905&type=chunk) - No individual executive officer or director beneficially owned **1% or more** of the company's shares[905](index=905&type=chunk) - The company reports no beneficial owners of **5% or more** of its common stock[901](index=901&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=148&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has significant related-party transactions with its investment adviser, CIM, governed by specific agreements - The company has key related-party agreements with its investment adviser, CIM, for investment management and administrative services[909](index=909&type=chunk) - Potential conflicts of interest exist as CIM and its affiliates manage other investment vehicles, which are addressed by an investment allocation policy[912](index=912&type=chunk)[913](index=913&type=chunk) - As a BDC, the company is restricted from co-investing with CIM affiliates without an SEC exemptive order, for which an application has been filed[920](index=920&type=chunk) [Item 14. Principal Accountant Fees and Services](index=150&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) RSM US LLP serves as the independent auditor, with all fees pre-approved by the Audit Committee - RSM US LLP is the company's independent registered public accounting firm[922](index=922&type=chunk) Accountant Fees Billed by RSM US LLP | Fee Type | FY 2021 ($) | FY 2020 ($) | | :--- | :--- | :--- | | Audit Fees | 715,981 | 749,336 | | Audit-Related Fees | — | — | | Tax Fees | — | 20,374 | | All Other Fees | — | — | - All audit and non-audit services provided by RSM were pre-approved by the Audit Committee in accordance with its policy[925](index=925&type=chunk)[927](index=927&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=153&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all financial statements, schedules, and exhibits filed with the Form 10-K - This section provides an index of all financial statements, schedules, and exhibits included in or incorporated by reference into the Form 10-K filing[938](index=938&type=chunk) [Item 16. Form 10-K Summary](index=156&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - None[944](index=944&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents CĪON Investment Corporation's unaudited consolidated financial statements as of June 30, 2021, reflecting increased total assets and net assets due to investment appreciation [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2021, total assets increased to **$1.76 billion** from **$1.61 billion** at year-end 2020, primarily due to a rise in the fair value of investments, leading to an increase in total shareholders' equity and NAV per share Consolidated Balance Sheet Highlights (in thousands, except per share data) | Metric | June 30, 2021 (unaudited) | Dec 31, 2020 | | :--- | :--- | :--- | | **Total Investments, at fair value** | $1,724,038 | $1,569,371 | | **Total Assets** | $1,755,314 | $1,614,795 | | **Total Liabilities** | $829,434 | $736,539 | | **Total Shareholders' Equity** | $925,880 | $878,256 | | **Net Asset Value per Share** | $8.17 | $7.75 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net assets from operations increased to **$28.0 million** in Q2 2021, driven by higher net investment income and positive gains, reversing a prior-year decrease for the six-month period Key Operating Results (in thousands, except per share data) | Metric | Q2 2021 | Q2 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | **Total Investment Income** | $38,021 | $35,808 | $74,324 | $81,556 | | **Total Operating Expenses** | $19,335 | $21,892 | $38,039 | $45,979 | | **Net Investment Income** | $18,686 | $13,916 | $36,285 | $35,577 | | **Net Realized/Unrealized Gains (Losses)** | $9,283 | $2,671 | $41,398 | $(124,902) | | **Net Increase (Decrease) in Net Assets** | $27,969 | $16,587 | $77,683 | $(89,325) | | **Net Increase (Decrease) in Net Assets per Share** | $0.25 | $0.15 | $0.68 | $(0.79) | [Consolidated Statements of Changes in Net Assets](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) For the six months ended June 30, 2021, net assets increased by **$47.6 million** to reach **$925.9 million**, primarily driven by a **$77.7 million** net increase from operations, partially offset by distributions to shareholders Changes in Net Assets for the Six Months Ended June 30, 2021 (in thousands) | Description | Amount | | :--- | :--- | | **Net Assets at beginning of period** | $878,256 | | Net increase from operations | $77,683 | | Distributions to shareholders | $(30,029) | | Net decrease from capital share transactions | $(30) | | **Net Assets at end of period** | **$925,880** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2021, net cash used in operating activities was **$63.0 million**, while net cash provided by financing activities was **$44.6 million**, resulting in a net decrease in cash of **$18.4 million** Cash Flow Summary for the Six Months Ended June 30, 2021 (in thousands) | Activity | Amount | | :--- | :--- | | Net cash (used in) operating activities | $(62,975) | | Net cash provided by financing activities | $44,557 | | **Net (decrease) in cash** | **$(18,418)** | | Cash, beginning of period | $19,914 | | **Cash, end of period** | **$1,496** | [Consolidated Schedules of Investments](index=8&type=section&id=Consolidated%20Schedules%20of%20Investments) As of June 30, 2021, the company's **$1.72 billion** investment portfolio is diversified across debt and equity, heavily weighted towards Senior Secured First Lien Debt and various industries Portfolio Composition by Investment Type (June 30, 2021) | Investment Type | Fair Value (in thousands) | % of Total Investments | | :--- | :--- | :--- | | Senior Secured First Lien Debt | $1,407,224 | 81.6% | | Senior Secured Second Lien Debt | $141,710 | 8.2% | | Equity | $107,017 | 6.2% | | Collateralized Securities | $14,095 | 0.8% | | Unsecured Debt | $5,508 | 0.3% | | Short Term Investments | $48,484 | 2.8% | | **Total Investments** | **$1,724,038** | **100.0%** | - The company holds investments in affiliated companies (owning **5% to 25%** of voting securities) with a total fair value of **$152.4 million** as of June 30, 2021, up from **$116.9 million** at year-end 2020[43](index=43&type=chunk) - As of June 30, 2021, several investments contained a Paid-in-Kind (PIK) interest provision, allowing the issuer to make interest payments with additional securities instead of cash[48](index=48&type=chunk)[49](index=49&type=chunk) [Notes to Consolidated Financial Statements](index=29&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details the company's accounting policies and financial results, covering BDC organization, investment valuation, share repurchases, related-party transactions, and financing - The company is an externally managed BDC with an investment objective to generate current income and capital appreciation, primarily through investments in senior secured debt of U.S. middle-market companies[84](index=84&type=chunk)[85](index=85&type=chunk) - The company is managed by CION Investment Management, LLC (CIM), a joint venture with an affiliate of Apollo Global Management, Inc. (Apollo), with AIM providing investment opportunity identification services[86](index=86&type=chunk)[87](index=87&type=chunk)[88](index=88&type=chunk) - The company is pursuing a potential listing of its common stock on the New York Stock Exchange (NYSE) under the symbol "CION", with an amended investment advisory agreement to modify fees upon listing[90](index=90&type=chunk)[93](index=93&type=chunk) - The fair value of investments is determined quarterly by the board, with most classified as **Level 3** in the fair value hierarchy, requiring significant management judgment and estimation[110](index=110&type=chunk)[112](index=112&type=chunk)[117](index=117&type=chunk) - The company's share repurchase program was temporarily suspended commencing with **Q3 2021** in anticipation of the potential NYSE listing, expected to provide enhanced liquidity for shareholders[152](index=152&type=chunk) - As of June 30, 2021, the company had total unfunded commitments of **$80.3 million** to various portfolio companies, intended to be funded from available cash and borrowings[303](index=303&type=chunk)[305](index=305&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=61&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q2 2021 financial performance, highlighting increased net investment income, portfolio growth, and liquidity, while monitoring COVID-19 impacts and managing unfunded commitments - The company's investment portfolio primarily consists of senior secured debt in private U.S. middle-market companies, generally with an annual EBITDA of **$75 million** or less[321](index=321&type=chunk)[329](index=329&type=chunk) - Management continues to monitor the impact of COVID-19, acknowledging potential negative effects on portfolio companies' operating results and the company's financial condition despite improved market conditions[332](index=332&type=chunk)[334](index=334&type=chunk) Portfolio Activity (in thousands) | Period | Purchases & Drawdowns | Sales & Repayments | Net Activity | | :--- | :--- | :--- | :--- | | **Q2 2021** | $222,098 | $(96,828) | $125,270 | | **Q2 2020** | $25,872 | $(74,851) | $(48,979) | - As of June 30, 2021, **87.5%** of the investment portfolio consisted of floating-rate investments, while **6.6%** were fixed-rate[338](index=338&type=chunk) - The investment portfolio's quality improved, with **82.8%** of investments rated 1 or 2 (indicating stable or favorable risk) as of June 30, 2021, compared to **78.7%** at year-end 2020[344](index=344&type=chunk) - The increase in net investment income for **Q2 2021** compared to **Q2 2020** was primarily due to higher investment income, lower interest expense, and a reduction in investments on non-accrual status (**0.4%** vs **3.0%**)[348](index=348&type=chunk)[352](index=352&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate fluctuations, with **87.5%** of investments and key credit facilities being variable-rate, and a **200 bps** rate increase projected to boost net interest income - The company's primary market risk is from changes in interest rates, as **87.5%** of its investments and its main credit facilities have variable rates[407](index=407&type=chunk)[408](index=408&type=chunk) Interest Rate Sensitivity Analysis (as of June 30, 2021) | Basis Point Change | (Decrease) Increase in Net Interest Income (in thousands) | % Change in Net Interest Income | | :--- | :--- | :--- | | Up 50 bps | $(1,875) | (1.8)% | | Up 100 bps | $(2,224) | (2.2)% | | Up 200 bps | $5,069 | 5.0% | | Up 300 bps | $13,255 | 13.0% | [Controls and Procedures](index=76&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2021, with no material changes to internal control over financial reporting during Q2 2021 - Management concluded that the company's disclosure controls and procedures were effective as of the end of the quarterly period ended June 30, 2021[411](index=411&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[414](index=414&type=chunk) [PART II – OTHER INFORMATION](index=78&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, nor is it aware of any material legal proceedings being threatened against it - The company reports no material legal proceedings as of the filing date[417](index=417&type=chunk) [Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes to risk factors were reported for the quarter[418](index=418&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not engage in any unregistered sales of equity securities during Q2 2021, but repurchased **640,277** shares in June 2021 at an average price of **$8.07** per share, with the program now suspended Share Repurchases in Q2 2021 | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2021 | — | $— | | May 2021 | — | $— | | June 2021 | 640,277 | $8.07 | | **Total Q2 2021** | **640,277** | **$8.07** | - The share repurchase program was suspended commencing with the **third quarter of 2021** in anticipation of the potential NYSE listing[420](index=420&type=chunk) [Defaults Upon Senior Securities](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Not applicable [Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Other Information](index=78&type=section&id=Item%205.%20Other%20Information) Not applicable [Exhibits](index=79&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements such as the Amended and Restated Investment Advisory Agreement, credit and loan agreements, and certifications by the company's officers

PART I - FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) For the quarter ended March 31, 2021, the company reported a net increase in net assets from operations of $49.7 million, a significant turnaround from a net decrease of $105.9 million in the same period of 2020, driven by unrealized appreciation on investments [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2021, total assets increased to $1.68 billion from $1.61 billion, primarily due to increased investment fair value, leading to total shareholders' equity of $912.9 million and a net asset value per share of $8.06 Consolidated Balance Sheet Summary (in thousands) | Metric | March 31, 2021 (unaudited) | December 31, 2020 | | :--- | :--- | :--- | | **Total Investments, at fair value** | **$1,621,641** | **$1,569,371** | | Total Assets | $1,681,280 | $1,614,795 | | Total Liabilities | $768,338 | $736,539 | | **Total Shareholders' Equity** | **$912,942** | **$878,256** | | **Net Asset Value Per Share** | **$8.06** | **$7.75** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Despite lower investment income, a significant positive swing in unrealized gains led to a net increase in net assets of $49.7 million for Q1 2021, a reversal from a $105.9 million net decrease in Q1 2020 Consolidated Statement of Operations Summary (in thousands, except per share data) | Metric | Three Months Ended March 31, 2021 (unaudited) | Three Months Ended March 31, 2020 (unaudited) | | :--- | :--- | :--- | | Total Investment Income | $36,303 | $45,748 | | Total Operating Expenses | $18,704 | $24,087 | | **Net Investment Income** | **$17,599** | **$21,661** | | Net Realized and Unrealized Gains (Losses) | $32,115 | ($127,573) | | **Net Increase (Decrease) in Net Assets** | **$49,714** | **($105,912)** | | **Net Increase (Decrease) in Net Assets Per Share** | **$0.44** | **($0.93)** | [Consolidated Statements of Changes in Net Assets](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Net%20Assets) Net assets increased by $34.7 million during Q1 2021 to $912.9 million, driven by a $49.7 million net gain from operations, partially offset by $15.0 million in shareholder distributions Changes in Net Assets for the Three Months Ended March 31, 2021 (in thousands) | Description | Amount | | :--- | :--- | | Net Assets at Beginning of Period | $878,256 | | Net Increase from Operations | $49,714 | | Distributions to Shareholders | ($15,029) | | Net Increase from Capital Share Transactions | $1 | | **Net Assets at End of Period** | **$912,942** | [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities was $1.1 million, while net cash used in financing activities was $19.4 million, resulting in a net decrease in cash of $18.3 million for Q1 2021 Cash Flow Summary for the Three Months Ended March 31, 2021 (in thousands) | Activity | Amount | | :--- | :--- | | Net Cash Provided by Operating Activities | $1,149 | | Net Cash Used in Financing Activities | ($19,422) | | **Net Decrease in Cash** | **($18,273)** | | Cash at Beginning of Period | $19,914 | | **Cash at End of Period** | **$1,641** | [Consolidated Schedules of Investments](index=8&type=section&id=Consolidated%20Schedules%20of%20Investments) The total investment portfolio's fair value grew to $1.62 billion, with 81.8% concentrated in senior secured first lien debt and significant exposure to Healthcare & Pharmaceuticals and Business Services Investment Portfolio Composition by Type (as of March 31, 2021) | Investment Type | Fair Value (in thousands) | Percentage of Portfolio | | :--- | :--- | :--- | | Senior secured first lien debt | $1,255,426 | 81.8% | | Senior secured second lien debt | $154,626 | 10.1% | | Equity | $104,663 | 6.8% | | Other | $19,333 | 1.3% | | **Subtotal** | **$1,534,048** | **100.0%** | | Short term investments | $87,593 | N/A | | **Total Investments** | **$1,621,641** | **N/A** | Top 5 Industry Concentrations by Fair Value (as of March 31, 2021) | Industry | Fair Value (in thousands) | Percentage of Portfolio | | :--- | :--- | :--- | | Healthcare & Pharmaceuticals | $287,329 | 18.7% | | Services: Business | $212,278 | 13.8% | | Chemicals, Plastics & Rubber | $124,555 | 8.1% | | Media: Diversified & Production | $113,208 | 7.4% | | Media: Advertising, Printing & Publishing | $108,664 | 7.1% | [Notes to Consolidated Financial Statements](index=29&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, share transactions, related-party dealings, financing, and investment valuations, highlighting the issuance of $125 million in senior unsecured notes and increased unfunded commitments - In Q1 2021, the company repurchased **675,440 shares** for **$5.3 million** under its share repurchase program[144](index=144&type=chunk)[154](index=154&type=chunk) - The CION SOF joint venture was fully wound down in Q1 2021, with final cash distributions made on March 19, 2021[194](index=194&type=chunk) - In February 2021, the company issued **$125 million** of **4.50% senior unsecured notes** due 2026, using the proceeds to repay secured debt[219](index=219&type=chunk) - Unfunded commitments increased significantly from **$43.1 million** at year-end 2020 to **$75.7 million** as of March 31, 2021[282](index=282&type=chunk) - Subsequent to the quarter end, on April 14, 2021, the company entered into a new **$30 million unsecured term loan agreement** maturing in September 2024 with a **5.20% interest rate**[290](index=290&type=chunk)[291](index=291&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=58&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2021's improved results to positive investment fair value impacts from tightening credit spreads and increased equity multiples, despite lower investment income due to reduced LIBOR rates and portfolio size - The net increase in net assets of **$49.7 million** in Q1 2021 was primarily driven by a **$36.2 million net change in unrealized appreciation**, a stark contrast to the **$123.4 million in unrealized depreciation** in Q1 2020, which was impacted by the onset of the COVID-19 pandemic[337](index=337&type=chunk) - Investment income decreased from **$45.7 million** in Q1 2020 to **$36.3 million** in Q1 2021, attributed to a smaller average investment portfolio and lower LIBOR rates[330](index=330&type=chunk) Investment Portfolio Rating by Fair Value | Investment Rating | March 31, 2021 (%) | December 31, 2020 (%) | | :--- | :--- | :--- | | 1 (Least Risk) | 3.5% | 0.2% | | 2 (Similar Risk) | 77.1% | 78.5% | | 3 (Increased Risk) | 18.8% | 20.7% | | 4 (Significant Risk) | 0.5% | 0.6% | | 5 (Material Risk) | 0.1% | 0.0% | - The company's total investment return, based on net asset value, was **5.73%** for the three-month period ended March 31, 2021[340](index=340&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=72&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is primarily exposed to interest rate risk, with 85.1% of investments having variable rates, and a 100 basis point rate increase would result in a $1.5 million net decrease in annual net interest income - As of March 31, 2021, **85.1%** of the company's investments paid variable interest rates, making its income sensitive to interest rate changes[376](index=376&type=chunk) Interest Rate Sensitivity Analysis (as of March 31, 2021) | Basis Point Change in Interest Rates | (Decrease) Increase in Net Interest Income (in thousands) | Percentage Change in Net Interest Income | | :--- | :--- | :--- | | Up 50 basis points | ($1,662) | (1.7)% | | Up 100 basis points | ($1,478) | (1.5)% | | Up 200 basis points | $5,271 | 5.3% | | Up 300 basis points | $12,727 | 12.8% | [Controls and Procedures](index=72&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2021, with no material changes to internal control over financial reporting during the quarter - The Co-Chief Executive Officers and the Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of the end of the period covered by the report[380](index=380&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[383](index=383&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings, nor is it aware of any material legal proceedings being threatened against it - The company reports no material legal proceedings as of the filing date[386](index=386&type=chunk) [Risk Factors](index=74&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2020 - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2020 have been reported[387](index=387&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=74&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not engage in any unregistered sales of equity securities during Q1 2021 but repurchased 675,440 shares of common stock at an average price of $7.83 per share Share Repurchases for Q1 2021 | Period | Total Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | March 1 to March 31, 2021 | 675,440 | $7.83 | | **Total Q1 2021** | **675,440** | **$7.83** | [Defaults Upon Senior Securities](index=74&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon its senior securities during the period [Mine Safety Disclosures](index=74&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable [Other Information](index=74&type=section&id=Item%205.%20Other%20Information) Not applicable [Exhibits](index=75&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements related to financing, investment advisory services, and officer certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | --- | |-- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 None Not applicable Not applicable FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | |--- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission file number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) Maryland 45-3058280 | --- | - ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number 000-54755 CĪON Investment Corporation (Exact name of registrant as specified in its charter) | --- | --- | --- | ...