Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On October 3, 2024, in connection with a previously announced public offering, CION Investment Corporation ("CION") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"), entered into an Indenture (the "Base Indenture") and a First Supplemental Indenture (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The First Supplemental Indenture relates to CION's issuance, offer and sale of $172.5 million in aggregate principal amount of its 7.50% Notes due 2029 (the "Notes").

The Notes will mature on December 30, 2029, unless previously redeemed or repurchased in accordance with their terms. The interest rate of the Notes is 7.50% per year and will be paid quarterly in arrears on March 30, June 30, September 30 and December 30 of each year, commencing December 30, 2024. The Notes are CION's direct unsecured obligations and rank pari passu with CION's existing and future unsecured, unsubordinated indebtedness; senior to any series of preferred stock that CION may issue in the future; senior to any of CION's future indebtedness that expressly provides it is subordinated to the Notes; effectively subordinated to all of CION's existing and future secured indebtedness (including indebtedness that is initially unsecured to which CION subsequently grants security), to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other obligations of any of CION's existing or future subsidiaries.

The Notes may be redeemed in whole or in part at any time or from time to time at CION's option on or after December 30, 2026, upon not less than 30 days nor more than 60 days written notice by mail prior to the date fixed for redemption thereof, at a redemption price of $25 per Note plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to the date fixed for redemption.

The Indenture contains certain covenants, including covenants requiring CION to comply with Section 18(a)(1)(A) as modified by Section 61(a)(2) of the Investment Company Act of 1940, as amended (the "1940 Act"), or any successor provisions, to comply with Section 18(a)(1)(B) as modified by Section 61(a)(2) of the 1940 Act, or any successor provisions, whether or not CION continues to be subject to such provisions of the 1940 Act, but giving effect, in either case, to any exemptive relief granted to CION by the Securities and Exchange Commission (the "SEC") and certain other exceptions, and to provide financial information to the holders of the Notes and the Trustee if CION should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are set forth in the Indenture.

The Notes were offered and sold in an offering registered under the Securities Act of 1933, as amended, pursuant to CION's registration statement on Form N-2 (Registration No. 333-278658) previously filed with the SEC, 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 transaction closed on October 3, 2024.

CION intends to use the net proceeds of the offering of the Notes to pay down borrowings under CION's senior secured credit facility with JPMorgan Chase Bank, National Association.

The foregoing descriptions of the Base Indenture, First Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, the First Supplemental Indenture and the form of global note representing the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.