Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement

Underwriting Agreement

On September 26, 2024, CĪON Investment Corporation ("CION") entered into an underwriting agreement (the "Underwriting Agreement") with CION Investment Management, LLC, CION's investment adviser, and Keefe, Bruyette & Woods, Inc., as representative of each of the several underwriters named in Schedule A thereto, in connection with the issuance and sale of $150.0 million aggregate principal amount of CION's 7.50% Notes due 2029 (the "Notes"). The closing of this offering (the "Offering") is expected to occur on October 3, 2024, subject to customary closing conditions. CION also granted the underwriters a 30-day option to purchase up to an additional $22.5 million in aggregate principal amount of the Notes to cover overallotments, if any.

The Offering was made pursuant to CION's effective shelf registration statement on Form N-2 (Registration No. 333-278658) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated September 26, 2024 and a final prospectus supplement dated September 26, 2024. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.