CION Investment Corp 8-K

What Happened

• CION Investment Corporation announced on July 15, 2026 that it entered into note purchase agreements to issue up to $60.0 million of senior unsecured notes in two series: 7.50% notes due September 30, 2029 (the "2029 Notes") and 8.00% notes due July 15, 2031 (the "2031 Notes").
• An initial closing occurred on July 15, 2026 for $30.0 million ( $2.0 million of 2029 Notes and $28.0 million of 2031 Notes). A subsequent closing of up to $30.0 million (up to $8.0M 2029 Notes and up to $22.0M 2031 Notes) may occur within one year, subject to purchaser acceptance and conditions.
• The 2029 Notes were issued at 98.00% of principal and the 2031 Notes at 97.00% of principal. Interest is fixed (7.50% and 8.00%) and payable quarterly beginning October 15, 2026.

Key Details

• Aggregate program: up to $60.0 million; initial close: $30.0 million on July 15, 2026 (2,000,000 of 2029 Notes; 28,000,000 of 2031 Notes).
• Maturities and interest: 2029 Notes mature Sept 30, 2029 at 7.50%; 2031 Notes mature July 15, 2031 at 8.00%; interest paid quarterly starting Oct 15, 2026.
• Redemption: CION may redeem all or a part (not less than 10%) of the 2029 Notes on/after June 30, 2029 and of the 2031 Notes on/after July 15, 2027 at 100% of principal plus accrued interest.
• Credit and covenant profile: unsecured, pari passu with other unsecured unsubordinated debt but junior to secured debt and structurally junior to certain subsidiaries’ indebtedness; covenants include minimum shareholders’ equity of $493.1M, minimum asset coverage ratio ≥150%, minimum interest coverage ratio ≥1.25x, and unencumbered asset coverage ratio ≥1.25x. Includes a “most favored lender” clause for future unsecured financings over $25M and customary events of default.
• Offering format: private placement under Section 4(a)(2) of the Securities Act — the Notes are unregistered and not freely tradable absent an exemption.

Why It Matters

• The issuance is part of CION’s stated capital-management plan to increase unsecured borrowing flexibility and to fund expected repayments of certain outstanding indebtedness and general corporate needs. For investors, this changes the company’s debt mix by adding fixed-rate unsecured obligations and will affect future interest payments.
• Because the Notes are unsecured and rank behind any secured debt (and structurally junior to certain subsidiaries’ debt), they carry the typical risks of unsecured creditors. The financial covenants and the “most favored lender” provision may limit CION’s flexibility on future financings and affect its capital structure.
• The private placement format means these Notes are not registered securities and are not broadly marketable, which can affect liquidity and transferability for holders.