CION Investment : Annual Meeting of Shareholders to be held on Thursday, July 29, 2024, proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
• Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under §240.14a-12

CĪON INVESTMENT CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

• No fee required.
• Fee paid previously with preliminary materials.
• Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

100 Park Avenue, 25th Floor New York, NY 10017

May [∙], 2024

Dear Shareholder:

You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the "Meeting") of CĪON Investment Corporation (the "Company") to be held on Monday, July 29, 2024 at 5:00 p.m. Eastern Time. The Meeting will be a completely virtual meeting, which will be conducted via live webcast.

The Notice of Annual Meeting of Shareholders and Proxy Statement accompanying this letter provide an outline of the business to be conducted at the Meeting. At the Meeting, you will be asked to:

1. elect two directors of the Company for three-year terms expiring in 2027, or until their successors are duly elected and qualified;
2. authorize flexibility for the Company, with the approval of the Company's board of directors, to offer and sell shares of common stock, up to 25% of the Company's outstanding common stock, at a price below net asset value during the twelve months following shareholder approval, subject to certain limitations described in the proxy statement; and
3. transact such other business as may properly come before the Meeting or at any adjournment or postponement
   thereof.

Your vote is extremely important to us. If you will not vote at the Meeting virtually, we urge you to sign, date and promptly return the enclosed proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States, or use the internet or telephone voting options to cast your vote.

On behalf of management and the Board of Directors, we thank you for your continued support of the Company.

Sincerely yours,

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE OR USE THE INTERNET OR TELEPHONE VOTING OPTIONS TO CAST YOUR VOTE AS SOON AS POSSIBLE. YOUR VOTE IS IMPORTANT.

CĪON INVESTMENT CORPORATION

100 PARK AVENUE, 25th FLOOR NEW YORK, NY 10017

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 29, 2024

To the Shareholders of CĪON Investment Corporation:

Notice is hereby given to the holders of shares of common stock, par value $0.001 per share (the "Shares"), of CĪON Investment Corporation, a Maryland corporation (the "Company"), that the 2024 Annual Meeting of Shareholders (the "Meeting") will be held on Monday, July 29, 2024 at 5:00 p.m. Eastern Time. The Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Meeting online and submit your questions during the Meeting by visiting www.virtualshareholdermeeting.com/CIC2024.

The Meeting is being held for the following purposes:

1. To elect two directors of the Company, who will each serve for a term of three years expiring in 2027, or until their successors are duly elected and qualified;
2. To consider and vote upon the approval of a proposal to authorize flexibility for the Company, with the approval of the Company's board of directors, to offer and sell Shares, up to 25% of the Company's outstanding Shares, at a price below net asset value during the twelve months following shareholder approval, subject to certain limitations described in the proxy statement; and
3. To consider and transact such other business as may properly come before the Meeting or at any adjournment or postponement thereof.

THE BOARD OF DIRECTORS, INCLUDING EACH OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS LISTED ABOVE.

The close of business on May 31, 2024 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting or at any adjournment or postponement thereof.

Your vote is extremely important to us. For instructions on how to attend and vote your Shares virtually at the Meeting, see the information in the accompanying proxy statement under the heading "Attending the Meeting and Other Voting Options". If you will not vote at the Meeting virtually, we urge you to sign, date and promptly return the enclosed proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States. You may also vote easily and quickly by internet or by telephone. In the event there are not sufficient votes for a quorum or to approve any of the proposals listed above, the Meeting may be postponed or adjourned in order to permit further solicitation of proxies by the Company.

The Company has enclosed a copy of the proxy statement and the proxy card. The proxy statement and the proxy card are also available at www.proxyvote.com. The Company has also enclosed a copy of the Company's annual report to shareholders for the year ended December 31, 2023 (the "Annual Report"). Such report is also available at www.cionbdc.com.

By Order of the Board of Directors,

Stephen Roman,

Corporate Secretary

New York, New York

May [∙], 2024

CĪON INVESTMENT CORPORATION

100 PARK AVENUE, 25th FLOOR NEW YORK, NY 10017

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 29, 2024

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board" and each member thereof, a "Director" and collectively, the "Directors") of CĪON Investment Corporation, a Maryland corporation (the "Company"), for use at the Company's 2024 Annual Meeting of Shareholders (the "Meeting") to be held on Monday, July 29, 2024 at 5:00 p.m. Eastern Time, or at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders dated May [∙], 2024 (the "Notice"). The Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Meeting online and submit your questions during the Meeting by visiting www.virtualshareholdermeeting.com/CIC2024.

You may vote your shares of common stock, par value $0.001 per share (the "Shares"), at the Meeting only if you were a shareholder of record at the close of business on the record date. The Board has fixed the close of business on May 31, 2024 as the record date (the "Record Date") for the determination of shareholders entitled to receive notice of, and to vote at, the Meeting. As of the Record Date, the Company had [∙] Shares outstanding.

The Meeting is being held for the following purposes:

1. To elect two directors of the Company, who will each serve for a term of three years expiring in 2027, or until their successors are duly elected and qualified (the "Class III Director Proposal");
2. To consider and vote upon the approval of a proposal to authorize flexibility for the Company, with the approval of the Board, to offer and sell Shares, up to 25% of the Company's outstanding Shares, at a price below net asset value ("NAV") during the twelve months following shareholder approval, subject to certain limitations described in this proxy statement (the "Share Issuance Proposal"); and
3. To consider and transact such other business as may properly come before the Meeting or at any adjournment or postponement thereof.

If the form of proxy is properly executed and returned in time to be voted at the Meeting, the Shares covered thereby will be voted at the Meeting in accordance with the instructions marked thereon. All properly executed proxies received by the Board that do not specify how Shares should be voted will be voted "FOR" each Proposal, and in the discretion of the persons named as proxies in connection with any other matter which may properly come before the Meeting or at any adjournment or postponement thereof. A shareholder who has given a proxy may revoke his or her proxy any time before it is exercised by (i) attending and voting virtually at the Meeting, (ii) giving written notice of such revocation to the Secretary of the Company, or (iii) returning a properly executed, later-dated proxy.

The Company has enclosed a copy of this proxy statement and the proxy card. This proxy statement and the proxy card are also available at www.proxyvote.com. The Company has also enclosed a copy of the Company's annual report to shareholders for the year ended December 31, 2023 (the "Annual Report"). Such report is also available at www.cionbdc.com.

Quorum Required

A quorum must be present at the Meeting for any business to be conducted. Under the Company's Bylaws, one-third of the number of Shares entitled to be cast, present virtually or by proxy, constitutes a quorum for the transaction of business. Shareholders of the Company are entitled to one vote for each Share held. Abstentions and withheld votes will be treated as Shares that are present for purposes of determining the presence of a quorum for transacting business at the Meeting. Broker "non-votes" (that is, proxies from brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the brokers or nominees

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Company, whichever is less.

Class III Director Proposal: The directors shall be elected by a plurality of all the votes cast at the Meeting (i.e., more votes for the director than any other option for the position), provided that a quorum is present. Each Share may be voted for the director nominees. Proxies received will be voted "FOR" the election of the director nominees named herein unless shareholders designate otherwise. Votes that are withheld will have no effect on the outcome of the vote on this proposal. Shares represented by broker non-votes are also not considered votes cast and thus have no effect on this proposal.

Share Issuance Proposal: Approval of the Share Issuance Proposal requires the affirmative vote of the holders of (1) a majority of the outstanding voting securities entitled to vote at the Meeting and (2) a majority of the outstanding Shares entitled to vote at the Meeting that are not held by affiliated persons of the Company. For these purposes, the 1940 Act defines "a majority of outstanding voting securities" of the Company as (a) 67% or more of the voting securities present at the Meeting if the holders of more than 50% of the outstanding voting securities of the Company are present or represented by proxy or (b) more than 50% of the outstanding voting securities of the Company, whichever is less. Abstentions and broker non-votes will not count as affirmative votes cast and will therefore have the same effect as votes against the Share Issuance Proposal.

Attending the Meeting and Other Voting Options

The Company will be hosting the Meeting live via audio webcast. Any shareholder can attend the Meeting live online at www.virtualshareholdermeeting.com/CIC2024. If you were a shareholder as of the Record Date, or you hold a valid proxy for the Meeting, you can vote at the Meeting. A summary of the information you need to attend the Meeting online is provided below:

• Instructions on how to attend and participate via the Internet, including how to demonstrate proof of Share ownership, are posted at www.virtualshareholdermeeting.com/CIC2024;
• Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CIC2024 on the day of the Meeting;
• Webcast starts at 5:00 p.m., Eastern Time;
• You will need your 16-digit control number to enter the Meeting via the Internet; and
• Shareholders may submit questions while attending the Meeting via the Internet.

To attend and participate in the Meeting virtually, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. If your Shares are held in "street name," you should contact your bank or broker to obtain your 16-digit control number or otherwise vote through your bank or broker. If you lose your 16-digit control number, you may join the Meeting as a "Guest", but you will not be able to vote, ask questions or access the list of shareholders as of the Record Date. The Company will have technicians ready to assist with any technical difficulties that shareholders may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or Meeting time, please call the technical support number that will be posted on the Meeting login page.

If you will not vote at the Meeting virtually, please sign, date and promptly return the enclosed proxy card in the envelope provided, which is addressed for your convenience and needs no postage if mailed in the United States, or use the internet or telephone voting options to cast your vote. To vote by mail, indicate your instructions, sign, date and promptly return the enclosed proxy card in the accompanying postage pre-paid envelope. To vote by internet or telephone, please use the control number on your proxy card and follow the instructions as described on your proxy card. If the enclosed proxy card is properly executed and received prior to the Meeting and has not been revoked, the Shares represented thereby will be voted in accordance with the instructions marked on the returned proxy card or, if no instructions are marked, the proxy card will be voted "FOR" the proposals and in the discretion of the persons named as proxies in connection with any other matter that may properly come before the Meeting or any adjournment(s) or postponement(s) thereof. If you have any questions regarding the proxy materials, please contact the Company at 800-343-3736.

Shareholders, other than those who hold Shares through a Tel Aviv Stock Exchange Ltd. ("TASE") member, may provide their voting instructions through the Internet, by telephone or by mail by following the instructions on the Notice of Annual Meeting of Shareholders. These options require shareholders to input their specific control number as discussed above, which is provided with the Notice of Annual Meeting of Shareholders. If you vote using the Internet, after visiting www.proxyvote.com and inputting your control number, you will be prompted to provide your voting instructions. Shareholders will have an opportunity to review their voting instructions and make any necessary changes before submitting them and

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terminating their Internet link. Shareholders who vote via the Internet, in addition to confirming their voting instructions prior to submission, will receive upon request an e-mail confirming their instructions.

Shares held by a TASE member cannot be voted during the Meeting. If your Shares are held by a TASE member and you wish to vote your Shares, you must complete, sign and date the form of proxy card that the Company filed via MAGNA and attach to it an ownership certificate from the TASE member through which your Shares are registered (i.e., your broker, bank or other nominee) indicating that you were the beneficial owner of the Shares on the Record Date, the record date for voting, and return the proxy card along with the ownership certificate to the Company's Israeli counsel, Goldfarb Gross Seligman & Co. ("Goldfarb"), c/o Hod Mimun, 98 Yigal Alon Street, 44th Floor, Tel Aviv 6789141, Israel (email: hod.mimun@goldfarb.com). The proxy card and ownership certificate must be received no later than July 25, 2024 to be included in the tally of Shares voted.

However, if your Shares are held by a TASE member, you may participate and ask questions during the Meeting even if you cannot vote your Shares. In order to participate and ask questions (but not vote your Shares) during the Meeting, you will need to obtain from your TASE member an executed ownership certificate, signed by your TASE member with respect to the Record Date, and e-mail the executed form to Goldfarb, c/o Hod Mimun, 98 Yigal Alon Street, 44th Floor, Tel Aviv 6789141, Israel (email: hod.mimun@goldfarb.com), no later than the close of business in Israel on July 25, 2024. Once Goldfarb has received your properly executed certificate, Goldfarb will e-mail you a control number that you can use to enter the Meeting at www.virtualshareholdermeeting.com/CIC2024.

If a shareholder, other than those who hold Shares through a TASE member, wishes to participate in the Meeting, but does not wish to give a proxy by Internet, the shareholder may attend the Meeting in person (virtually) or request and submit a proxy card by following the instructions on the Notice of Annual Meeting of Shareholders.

The Company combines mailings for multiple accounts going to a single household by delivering to that address in a single envelope a copy of the document (annual reports, prospectuses, proxy statements, etc.) or other communications for all accounts who have consented or are deemed to have consented to receiving such communications in such manner in accordance with the rules of the Securities and Exchange Commission (the "SEC"). If you do not want the Company to continue consolidating your mailings and would prefer to receive separate mailings of Company communications, or you are now receiving multiple copies of these documents and would like to receive a single copy in the future, please contact the Company's transfer agent, SS&C Technologies, Inc. (f/k/a DST Systems, Inc.) at (800) 343-3736 or send mail to CĪON Investment

Corporation, c/o SS&C Technologies, Inc. (f/k/a DST Systems, Inc.), 430 West 7th Street, Kansas City, Missouri 64105.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

MEETING TO BE HELD ON JULY 29, 2024

This Proxy Statement and the other proxy materials are available online at www.proxyvote.com (please have the control number found on your proxy card ready when you visit this website).

Proxy Solicitation

It is expected that the solicitation of proxies will be primarily by mail. The Company's officers, personnel of CIM and any authorized proxy solicitation agent, may also solicit proxies by telephone, internet or in person. If the Company records votes through the internet or by telephone, it will use procedures designed to authenticate shareholders' identities, to allow shareholders to authorize the voting of their Shares in accordance with their instructions and to confirm that their identities and votes have been properly recorded. The Company has requested that brokers, nominees, fiduciaries, and other persons holding Shares in their names, or in the name of their nominees, which are beneficially owned by others, forward the proxy materials to, and obtain proxies from, such beneficial owners. The Company will reimburse such persons for their reasonable expenses in so doing.

The Company will pay the expenses associated with this proxy statement and solicitation. The Company has engaged Broadridge Financial Services, Inc., an independent proxy solicitation firm, to assist in the solicitation of proxies for an estimated fee of approximately $50,000, plus out-of-pocket expenses, which will be paid by the Company.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth, as of the Record Date, the beneficial ownership of the nominees for director, the Company's executive officers and directors, each person known to the Company to beneficially own 5% or more of the outstanding Shares, and all of the Company's executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Ownership information for those persons who beneficially own 5% or more of the Company's Shares is based upon filings by such persons with the SEC, information furnished by the Company's transfer agent and other information obtained from such persons, if available.

Unless otherwise indicated, the Company believes that each beneficial owner set forth in the table has sole voting and investment power and has the same address as the Company. The Company's address is 100 Park Avenue, 25th Floor, New York, NY 10017.

* Less than 1%.

1. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. Based on a total of [∙] Shares outstanding on May 31, 2024.
3. Mr. Gatto is the record holder of 10,905 Shares, and CION Investment Group, LLC ("CIG") is the record holder of 62,598.77 Shares that includes 5,932.67 Shares acquired under the Company's distribution reinvestment plan. Messrs. Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the Shares held by CIG. As permitted by Rule 16a-1(a)(4) under the Exchange Act, Mr. Gatto disclaims beneficial ownership of the Shares held by CIG except to the extent of his pecuniary interest therein. Also includes (i) 1,000 Shares held by the Gatto Living Trust in which Mr. Gatto, as Co-Trustee of the Gatto Living Trust, may be deemed to beneficially own the Shares held by the Gatto Living Trust, (ii) 50 Shares held for A.G., the child of Mr. Gatto, through a custodial account established pursuant to the Uniform Transfer to Minors Act (the "UTMA") for which Mr. Gatto serves as custodian, (iii) 50 Shares held for G.G., the child of Mr. Gatto, through a custodial account established pursuant to the UTMA for which Mr. Gatto serves as custodian, and (iv) 50
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Shares held for M.G., the child of Mr. Gatto, through a custodial account established pursuant to the UTMA for which Mr. Gatto serves as custodian.

1. Mr. Reisner is the record holder of 12,454 Shares, and CIG is the record holder of 62,598.77 Shares that includes 5,932.67 Shares acquired under the Company's distribution reinvestment plan. Messrs. Gatto and Reisner control CIG and, as a result, may be deemed to be the indirect beneficial owners of the Shares held by CIG. As permitted by Rule 16a-1(a)(4) under the Exchange Act, Mr. Reisner disclaims beneficial ownership of the Shares held by CIG except to the extent of his pecuniary interest therein.
2. Includes 2,128.86 Shares acquired under the Company's distribution reinvestment plan. An investment retirement account is the record holder of these Shares. Mr. Breakstone is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the investment retirement account.
3. A self-employed pension plan is the record holder of these Shares. Mr Finlay is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the self-employed pension plan.
4. An investment retirement account is the record holder of these Shares. Mr. Schwartz is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the investment retirement account.
5. Includes 2,302.55 Shares acquired under the Company's distribution reinvestment plan. An investment retirement account is the record holder of these Shares. Mr. Hedin is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the investment retirement account.
6. Mr. Franz is the record holder of 74,437.47 Shares that includes 5,722.47 Shares acquired under the Company's distribution reinvestment plan, and an investment retirement account is the record holder of 3,351.25 Shares that includes 851.25 Shares acquired under the Company's distribution reinvestment plan. Mr. Franz is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the investment retirement account.
7. Mr. Bresner is the record holder of 38,599 Shares and certain investment retirement accounts are the record holder of 11,500 Shares. Mr. Bresner is the indirect beneficial owner with sole voting and investment power with respect to the Shares held by the investment retirement accounts.
8. Includes 1,596.44 Shares acquired under the Company's distribution reinvestment plan.
9. Includes 1,115.88 Shares acquired under the Company's distribution reinvestment plan.

DOLLAR RANGE OF SECURITIES BENEFICIALLY OWNED BY DIRECTORS

Set forth in the table below is the dollar range of equity securities of the Company beneficially owned by each director as of the Record Date.

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_______________________

1. The dollar range of equity securities beneficially owned are as follows: None, $1-$10,000,$10,001-$50,000, $50,001- $100,000, $100,001-$500,000,$500,001-$1,000,000, or over $1,000,000.
2. The dollar range of equity securities beneficially owned in the Company is based on the closing price for the Company's common stock of $[∙] on May 31, 2024 on the NYSE.
3. Beneficial ownership determined in accordance with Rule 16a-1(a)(2) under the Exchange Act.

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