The universal shelf spans common and preferred stock, debt, warrants and rights, though the 1940 Act limits sales of new common shares below net asset value without a fresh shareholder vote.

July 16, 2026

CĪON Investment Corporation has cleared the way to sell up to $500 million of securities to the public over the coming years, giving the middle-market lender standing access to capital across its balance sheet at a moment when its shares change hands for roughly half the value of the portfolio behind them.

The New York firm registered a universal shelf covering common stock, preferred stock, subscription rights, debt securities and warrants, to be issued from time to time in amounts and on terms set when each offering is launched. A shelf of this kind is pre-cleared capacity rather than a capital raise in itself; using the delayed-offering process under Rule 415, it lets a business development company move quickly when market windows open or investment pipelines demand funding, without returning to register each transaction. The registered amount is notable against the fund’s size: average net assets ran about $684 million in the first quarter, so the shelf is scaled close to CĪON’s entire equity base.

Shares far below book value

The timing draws attention. CĪON’s common stock closed at $6.40 on the New York Stock Exchange on July 10, against a net asset value of $13.11 per share as of March 31 — a discount of roughly 51 percent. The company listed on the NYSE in October 2021 after operating for years as a non-traded BDC, and its common stock has traded below NAV over that stretch, as shares of exchange-listed BDCs frequently do.

A gap of this magnitude carries a specific consequence for the shelf. Under the Investment Company Act, a BDC generally cannot issue and sell new common stock below net asset value without shareholder approval, subject to limited exceptions such as rights offerings. Absent a fresh vote, the common-equity leg of the shelf is effectively sidelined at prevailing prices, leaving the following as the levers CĪON can pull without further authorization:

• debt securities;
• preferred stock;
• rights offerings to existing shareholders.

That restriction weighs more heavily on CĪON than on a BDC trading near book value, and it shapes how the registered capacity is most likely to be used in the near term, tilting toward refinancing and funding rather than dilutive equity sales. The fund’s opt-out distribution reinvestment plan carries a related wrinkle: it can issue shares below NAV to satisfy reinvested distributions, a mechanic the company acknowledges may dilute existing holders.

A middle-market credit book with an Apollo tie

CĪON is an externally managed, non-diversified closed-end fund regulated as a BDC and treated as a regulated investment company for tax purposes. It is advised by CION Investment Management (CIM), an affiliated registered adviser led by co-chairmen and co-chief executives Mark Gatto and Michael A. Reisner. CIM is itself a controlled subsidiary of CĪON’s affiliate CIG, whose senior personnel make up the investment committee that holds sole discretion over the fund’s investment decisions.

The adviser sits within a structure that links the fund to Apollo Global Management. Apollo Investment Management, a member of CIM, supplies trade and settlement support, portfolio and cash reconciliation, deal-pipeline information and valuation services, and can route opportunities from Apollo’s credit platform to the fund on the same basis as other market participants. A standing exemptive order also allows CĪON to co-invest alongside affiliated funds, subject to a set of conditions.

The portfolio is built around senior secured lending — chiefly first-lien, second-lien and unitranche loans — to private, thinly traded U.S. middle-market companies, generally those with EBITDA of $75 million or less, with individual positions typically running from $5 million to $50 million. As of March 31, the fund held investments across 89 portfolio companies. Its stated objective is current income first, with capital appreciation a secondary aim. The adviser earns a base management fee of 1.5 percent of gross assets, stepping down to 1.0 percent on assets financed with leverage once coverage falls below a set threshold, alongside performance-based incentive fees.

A heavily levered capital structure

CĪON operates with meaningful leverage. Shareholders voted at the end of 2021 to lower the fund’s required asset coverage ratio to 150 percent, roughly doubling the debt it may carry against equity, and the fund has since drawn on that room. Total consolidated indebtedness stood at about $1.17 billion at par as of March 31, of which $300 million was secured borrowing at the subsidiary level, with roughly $100 million still available under existing secured facilities.

The debt stack is varied for a fund of this scale, spanning bank credit facilities with JPMorgan and UBS, several unsecured term loans and note series, and multiple listed bonds. Its 7.50 percent notes due 2029 and 7.50 percent notes due 2031 trade on the NYSE under the symbols CICB and CICC, respectively, while the common stock and a series of notes also trade in Israel on the Tel Aviv Stock Exchange. That existing base of public debt makes the debt and preferred components of the new shelf a natural extension of how CĪON already funds itself.

Distributions and use of proceeds

The fund continues to pay monthly base distributions of $0.10 per share; its co-chief executives declared that rate for each month through September. Management indicated that proceeds from any offering under the shelf would go toward investments in private middle-market companies consistent with its strategy, along with working capital, general corporate purposes and potential repayment of borrowings or distributions to shareholders, with specific allocations to be detailed when each offering is priced. Securities may be sold through underwriters or dealers, directly to purchasers, through agents, or at the market through a market maker into the existing trading market.

For an alternatives audience, the registration reads less as a signal of imminent equity issuance than as housekeeping that preserves optionality. With its shares deeply discounted and its balance sheet already carrying more than a billion dollars of debt, the practical value of the shelf lies in the flexibility to refinance and to raise senior capital opportunistically, rather than in tapping the equity market at today’s prices.