Regulatory Filings • Feb 27, 2023
Regulatory Filings
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CUST ID:0003869438 WORK ORDER: 0005086014 DATE: 09-16-2021 12:12 PM AMT. PAID: \$573.00
FIRST: CION Investment Corporation, a Maryland corporation (the "Corporation"), desires to amend and restate its articles of incorporation Corporation, a Maryland corporation (the "Corporation (the "Corporation
SECOND: The following provisions are all the provisions of the Second Articles of Amendment and Restatement of the Articles of Incorporation of the Second Articles of Ameddrent and and as hereinafter amended:
The name of the corporation is CION Investment Corporation.
The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be organized under the general laws of the State of Maryland as now of hereafter in force.
The name of the resident agent of the Corporation in Maryland is CSC-Lawyers Incorporating Service Company. The street address of the principal office of the Corporation in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The Corporation also may have such other offices or places of business within or outside the State of Maryland as the directors may from time to time determine.
Section 4.1 Number, Term and Election of Directors.
The business and affairs of the Corporation shall be managed by or under the direction of the (a) Corporation's board of directors. The board of directors may take any actions as in its sole judgment and di aretion are necessary or desirable to conduct the business of the Corporation. The number of directors that shall comprise the Corporation's board of directors is cight, which number may be increased from time to time by the board of directors pursuant to the bylaws of the Corporation (the "Bylaws").
The board of directors shall be divided into three classes, designated Class I, Class II and Class (b) III, as nearly equal in number as possible, and the term of office of directors of one class shall expire at each annual meeting of stockholders, and in all cases as to each director such term shall extend until his or her successor shall be elected and shall qualify or until his or her earlier resignation, removal from office, death or incapacity. Additional directorships resulting from an increase in number of directors shall be apportioned among the classes as equally as possible. At each annual mecting of stockholders, a number of directors equal to the number of directors of the class whose term expires at the time of such meeting (or, if less, the number of directors properly nominated and qualified

for election) shall be elected to hold office until the third succeeding annual mecting of stockholders after their
Each director may be reelected to an unlimited number of succeeding terms in accordance with (c) these provisions. At each annual election, directors chosen to succed in terms in acordance with same class as the directors than becard, unless by reson of any intervening changes in the authorized mult be of the matherized number of directors, the board of directors shall designate or more directorships whose term the authorized number of
of another class in order to more nearly achieve ogyolity of whose of another class in order to more nearly achieve equality of number of directors among the classes,
Notwithstanding the rule that the three classes shall be as nearly equal in number of directors as (d) possible, in the event of enningalism the mire classes shall be as nearly equal in number of directors a such shall nevertheless continue as a director of the class of which such director in a member until the expiration of his or her current term, or his or her prior death, resignation or removal. If any newly created directorslip may, consistently with the rule that the classes shall be as nearly equal in amy areated directorship may
allocated to any class, the hord of directors shall of as nealy equal in allocated to any class, the board of directors shall allecte it to that of the available class whose term of office is due to expire at the earliest date following such allocation.
A majority of the board of directors shall be independent directors, except for a period of up to (e) 60 days after the death, resignation of an incependent director pending the election of such independent director's successor. A director is considered independent if he or she is not an "interested person" as that termis defined under Section 2(a)(19) of the Investment Company Act of 1940 (the "1940 Act"). The names of the directors currently in office are Mark Gatto, Michall A. Reisner, Robert A. Breakstone, Aron I. Schwartz, Peter L Finlay, Earl V. Hedin, Catherine K. Choi, and Edward J. Estrada.
Subject to applicable requirements of the 1940 Act and except as may be provided by the board (1) of directors in setting the terms of any class or seties of Preferred Shares (as may be provided by the directors in office, even if the cors may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remainder of the first on any constitute a quorum, and any director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred and until a successor is duly elected and qualifies.
Section 4.2 Stockholder Voting. Except as provided in Section 6.2, notwithstanding any provision of law requiring an action to be approved by the affirmative vote of the holders of sharts entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable and approved by the board of directors, and approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to cast on the matter.
Section 4.3 Authorization by Board of Directors of Share Issuance. The board of directors may authorize the issuance from time to time of shares of common stock of the Corporation (referred to herein as "shares") of acy class or series, whether now or hereafter authorized, or securities or rights convertible into shares of any class or series, whether now or hereafter authorized, for such consideration as the board of directors may deem advissble (or without consideration in the case of a share dividend), subject to such restrictions or limitations, if any, as may be set forth in these Articles of Incorporation or in the Bylaws.
Section 4.4 Preemptive Rights. Except as may be provided by the board of directors in sctting the teems of classified or reclassified shares pursuant to Section 5.3 or 5.4 or as may otherwise be provided by contract approved by the board of directors, no holder of shares of the Corporation shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of the Corporation or any other security of the Corporation which it may issue or sell.
Section 4.5 Appraisal Rights. Except as may be provided by the board of directors in setting the terms of any class or series of Preferred Shares and except as contemplated by Scction 3-708 of the Maryland General Corporation Law (the "MGCL"), no stockholder of the Corporation shall be entitled to exercise appraisal rights in connection with any transaction.
Section 4.6 Determinations by Board of Directors. (a) To the fullest extent permitted by law, the determination as to any of the following matters, made in good faith by law, the direction of the direction of the board of directors consistent with these Articles of Incomponsible in the direction of the direction of the boatd of
Corporation and every stockholder: the amount of the net lease end Corporation and every stockholder: the amount of the Conporation for and shall be binding upon the
of asses at any time legally available for the neoment of the Corporation of assets ar any time legally and and of the payment of the Corporation for any period and the amount
distributions on its shares; the amount of stard capital cared. In its s distributions on its shares; the anount of stated capital, supital supins, its shares or the payment of other new profit, net assets in excess, of capital, undivided profits or excess of profits over losses on sales of assess, other net
purpose, time of creation, increase alteration or e purpose, time of creation, increase, alternish or excellation of any reserves on sales of assess, the amount,
thereof (whether or not any obligity for which were any reserves thereof (whether or not ary obliast or hibility for which such reserves or charges and the propri
have been paid or discharged); any internetation of the treserves or charges have been paid or discharged); any interpretation of the terms, preferences, conversion of the lead. In and or rights, restrictions as to dividends or other distributions, qualifications or other rights, wother m
redemption of any class of shares of the Comoceions, qualifications o redemption of any class or series of the Corporation; the fair value, or any sale, bid or asked force of
applied in determining the fair value, of any asset ourped on any sa applied in determining the fair value, of any asset or held by the Corporation or any sale, bid or asked pr
Corporation: the shares of any class of the Comers of the Corporat Corporation; the shares of any class of the Corporation; any matter relating to the acquisition, bolding and disposition of any assets by the Corporation; any conflict between the MGCL and the provisions set forth in the North American Securities Administralors Association ("NASAA") Omnibus Guidelines; or any other mater relating to the business and affairs of the Corporation or required by applicable law or the Bylaws or otherwise to be determined by the board of directors.
(b) Notwithstanding anything to the contrary contained in paragraph (a) above, to the extent the board of directors determines that the MCCL conflicts with the provisions set forth in the NASA Omnibus Guidelines, the provisions of the NASAA Omnibus Guidelines shall control to the extent such provisions of the MGCL are not mandatory.
Section 4.7 Removal of Directors. Subject to the rights of one or more classes or series of Preferred Stock to elect or remove one or more directors, any director, or the entire board of directors, may be removed from office at any time only for cause and only by the affirmative vote of at least wo-thirds of the votes entitled to be cast generally in the election of directors. For the purpose of this paragraph, "cause" shall mean, with respect to any particular director convision of a feal judgment of a court of court of competent inizidiction, which holding that such director caused demonstrable, material harm to the Corporation through bad faith or active and deliberate dishonesty.
Section 5.1 Authorized Shares. The Corporation has authority to issue 500,000,000 shares, of which 500,000,000 shares are classified as shares of common stock, S0.001 par value pershore ("Common Stock"). The aggregate par value of all authorized shares having par value is \$500,000. All shares shall be fully produced nonasessable when issued, and the Corporation shall not make any mandatory assessment against pay stockholder beyond such stockholder's subscription commitment. A majority of the entire board of directors, without any action by the stockholders of the Corporation, may amend these Articles of Incorporation from time to increase or decrease the aggregate number of shares, or the number of shares of any class or series that the Corporation has authority to issue. For the avoidance of doubt, any such amendment shall not be deemed to alter or change the powers, preferences, or special rights of any shares.
Section 5.2 Common Stock. Each share of Common Stock shall entitle the holder thereof to one vote. Except as otherwise provided in these Articles of Incorporation, and subject to the express terms of any class or series of Preferred Shares, holders of Common Stock shall have the exclusive right to vote on all matters as to which a stockholder is entitled to vote pursuant to applicable law at all meetings of stockholders. Unless otherwise provided, holders of Common Stock shall not be entitled to preemptive, appraisal, subscription, sinking fund, or conversion rights. In the event of any voluntary liquidation, dissolution or winding up, the aggregate assets available for distribution to holders of Common Stock shall be determined in accordance with applicable law and these Articles of Incorporation. Each holder of Common Stock shall be entitled to receive, ratably with each other holder of Common Stock, that portion of the assets available for distribution as the number of outstanding shares of such class held by such holder bears to the total number of outstanding shares of such class then outstanding. The board of directors may classify or reclassify any unissued shares of Common Stock from time
to time, in one or more classes or series of Common Stock or Preferred Shares by setting or changing the preferences, conversion or other rights, voting powers, restrictions or changing the
terms or conditions of redemption of the shares, terms or conditions of redemption of the shares.
Section 5.3 Preferred Shares. The board of directors may authorize the issuance from time of shares of preferred stock ("Preferred Shares") or classify any unisated Prefered Share from time of Share of Share of Share of Share of Shares from time to time, in one or more classes or series of Prefered Shares by any unissued Prefered Shares from time to time, in voting powers, privileges, restrictions, limitations as o dividends, corenants or other rights,
conditions of redemptions, limitations as o dividends or other distributions, conditions of redemption for each class or series theref. The classifications, qualifications and tems and tems and terms and terms and terms and terms and terms of Preferred Shares shall be effective upon the adoption of a resilution of acclassification of any class or scribes or setting forth such relative preferences, covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other distributions qualifications and terms and onditions of redemption of the Shares of such class of such class of such class of such class of such class of such class of whether directly in such resolution or by references to reacmption of the Shares of such class or series,
preferences, covenants or other rights nowers, or approval of, anoth distributions, qualifications and terms, poting powers, privileges, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption of such class or series including, without classification or reclassification of the Comoration, or as otherwise provided in such resolution. Upon the classification of reclassification of any such class or series, an appendix shall be attached to . Upon to
Incorporation (identified as a certificate of designation to the a Incorporation (identified as a certificate of designation) to reflect the elassification or reclassification of such class dividends or other distributions, nualifiestions, voting powers, privileges, restrictions, limitations as to dividends or other distributions and tems and tems and conditions of redemption thereof, which tems shall be deemed part of the governing instrument of the Conditions of recemption thereof, which terms shall be not be a condition precedent to the establishment of any class or series in accordance with these Articles of Incorporation.
Section 5.4 Classified or Reclassified Shares. Prior to the issuance of classified or reclassified shares of any series to distinguish such shores by resolution may: (a) designate any shares of the Corporation as a class of series to distinguish such shares from all other classes and series of the Corporation as a class
number of shares to be included in the election of shares of the Corporatio number of shares to be included in the class or scries; and (c) set or sharge, subject to the express terms of any class or series of shares of the Corporation outstanding at the time, the preferences, covenants or other rights, voting sonditions of rederestions, limitations as to dividends or other distributions qualifications and terms and conditions of redemption for cach class or series thereof; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the studes suppliement shares set or changed pursuant to clause (c) of this Section 5,4 may be made dependent upon facts of events ascertainable outside these Articles of Incorporation (including determinations by the board of discover or other facts or events within the control of the Corporation) and may vary among holders thereof; provided that, the manner in which such facts, events or variations shall operate upon the terms of such class or series of shares is clearly and expressly set forth in the resolution or other instrument establishing any such so sor serves.
Section 5.5 Inspection of Books and Records. A stockholder that is otherwise eligible under applicable law to inspect the Corporation's books of account, stock ledger, or other specified documents of the Corporation shall have no right to make such inspection if the board of directors determines that such stockholder has an improper purpose for requesting such inspection.
Section 5.6 Articles of Incorporation and Bylaws. All persons who acquire shares in the Corporation shall acquire the same subject to the provisions of these Articles of Incorporation and the Bylaws. The board of directors of the Corporation shall have the exclusive power to make, alter, amend or repeal the Bylaws.
Section 5.7 Fractional Shares. The Corporation shall have authority to issue fractional shares. Any fractional shares of capital stock shall carry proportionately all of the rights of a whole share, including, without limitation, the right to vote and the right to receive dividends and other distributions.
Section 6.1 Amendments Generally. Subject to Section 6.2 hereof, the Corporation reserves the right, from time to time, and upon the requisite approval by the board of directors, to make any amendment to these Articles of
lncorporation, now or hereafter authorized by law, including any amendinent altering the terms or contract rights, as expressly set forth in these Articles of any outstandings thering the terms or ontract tights, as the has declared the amendment advisable and submitted it to the stockholders, and provided final the board of
amendment to the Articles of Incorporation must be annoved in cance amendment to the Articles of Incorporation must be approved by an allimative vole of holders of Shares entiled to cast a majority (or such greater proportion as maybe required elsevhere in the Articles of Sholders of Shares entitled to
entitled to be cast on the matter. To the extent the entitled to be cast on the matter To the required clisements of the 1940 to the votes of Incorporation) of the vote law or regulation, these Articles of Incoments of the 1940 Act are revised pursuant or subsequent
requirements.
Section 6.2 Approval of Certain Charter Amendments and Dissolution. Except as otherwise required by applicable law and notwiths the provisions of Section 6. Litereof, the affimative vote of the bolders of shares entitled to cast at least two-thirds of all the votes entitled to be cast on the matter shall be necessary to effect
(a) Any amendment to these Articles of Incorporation to make the Common Stock a "redecmable security" or to convert the Corporation, whelter by merger or otherwise, from a "closed-cnd company" to an "open end company" (as such terms are defined in the 1940 Act);
Section 7.1 Limitation of Stockholder Liability. No stockholder shall be liable for any debt, claim, stockholder, nor shall any stockbolder has with respect to the Corporation by reason of being a stockholder, nor shall any stockholder be any personal liability whatsoever, in tort, contract of being a to any Person in connection with the Corporation's assets or the Corporation by reason of being a stockholder.
Section 7.2 Limitation of Director and Officer Liability. Subject to any limitation contained under Maryland law or the federal securities laws, or in this Article VII, no director or officer of the Corporation shall be 7.2 por the adoption or its stockholders for money damages. No antendment nor repeal of this Section 7.2, nor the adoption or amendment of any other provision of the charter or Bylaws inconsistent with his Section 7.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or that nortion of lightlig increases that in amendment, repeal or adoption. The Corporation may not incur the ost of that portion of liability insurance that insures the Adviser for any liability as to which the Adviser is problibited from being indemnified.
Section 7.3 Indemnification. The Corporation shall indemnify and pay or reimburse reasonable expenses as incurred in advance of final disposition of a proceeding to (i) any individual who is a present or former director officer of the Corporation and who is made or threatened to be made a party to the proceeding by reason of histor her service in that capacity, and (ii) any individual who, while a director or officer of the Corporation at title request of the Corporation, serves or has served as a director, officer, partner, member, manager or trustee of any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to a proceeding by reason of his or her service in such caracty and from and against any claim or liability to which such person may become subject or which such person may incur, in each case to the fullest extent permitted by Maryland law. The Corporation may, with the board of directors or any duly authorized committee thereof, provide such indemnification and advancement of expenses to a Person who served a predecessor of the Corporation in any of the capacities described in (i) or (ii) above and to any employee or agent of the Corporation or the Adviser or a predecessor thereof.
Section 7.4 Limitation on Indemnification. The provisions of this Article VII shall be subject to the limitations of the 1940 Act.
Section 7.5 Amendment or Repeal. Neither the amendment nor repeal of this Article VII, nor the adoption or amendment of any other provision of these Articles of Incorporation of Bhis Article VII, not the adoption
shall apply to or affect in any respective of Incorporation or By shall apply to or affect in any respect the applicability of the preceding sections of this Article VII with Article VII with respect to any act or failure to act which occurred prior to such amendment, repeal of the
Section 7.6 Non-exclusivity. The indemnification and advancement of expenses provided or authorized by indemnited may be entitled under the bulsive of any other rights, by indemnification or otherwise, to which any indemnitee may be entitled under the bylaws, a resolution of stockholders or directors, an agreement or otherwise,
Notwithstanding anything to the contrary, the following articles and sections of this charter shall apply for only so long as a Listing targuing to ac connaly, the lollowing articles and sections of this charter shall apply for
During the Restricted Period, a stockholder shall not transfer (whether by sale, gift, merger, by operation of "Transfer") any shares of Common Stock assuised on otherwise dispose of or encumber (collective), by open "Transfer") any shares of Common Stock acquired prior to a Listing to any person or entity unless (i) the Board provides prior written consent ande in accordance public of accordance with applicable securities and other laws, The "Restricted Period" is 180 days after the Listing for two-thirds of the shares of Common Stock held by a stockholder prior to the date of the Listing for two-mirds of the shares of Common Stock hield
of Common Stock held by a stockholder mine to the distant of the Listing f of Common Stock held by a stockholder prior to the of the Listing. The Listing tor one-third of the shares in violation of this Article IX shall be a Transfer. Any purpored Transfer of any shares of Common Stock effect in violation of this Article IX shall be void ab intribution in the many shales of Common Stock officeded register or permit registration of (and shall direct its transfer agent, if any, not to register or permit register or permit register of permit register of any such purported Transfer on its books and records.
As used in these Articles of Incorporation, the following terms shall have the following meanings unless the context otherwise requires:
Adviser. The term "Adviser" shall mean CION Investment Management, LLC, the Corporation's investment adviser, or any successor to CION Investment Management, L.C.
Affiliate or Affiliated. The term "Affiliate" or "Affiliated" shall mean, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person: (ii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, or general partner.
Code. The term "Code" shall mean the Internal Revenue Code of 1986, as amended. Listing. The term "Listing" means the listing of the shares of Common Stock (or any successor thereof) on a national securities exchange or national securities association registered with the Securities and Exchange Commission (the "SEC") or the receipt by the Stockholders of Securities that are approved for trading on a national securities exchange or national securities association registered with the SEC in exchange for Common Stock. The term "Listed" shall have the correlative meaning. With regard to the Common Stock, upon commencement of trading of the Common Stock on a national securities exchange or national securities association registered with the SEC, the Common Stock shall be deemed Listed.
Person. The term "Person" shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(c)(17) of the Code), a portion of a trust permanently set at tincluding a
used exclusively for the purposes described in Section 60(a) a trust pe used exclusively for the purposes described in Section 64(c) of the Code, association, private four or be
meaning of Section 509(a) of the Code, ioin stock comments of ivate meaning of Section 509(a) of the Code, joint stock company or other chity and also includes a group as that the mithin the used for purposes of Section 13(d)(3) of the 1934 Act and a group to which an Excepted Holder Linct and
Section 10.1 Provisions in Conflict with Law or Regulations.
If and to the extent that any provision of the MCCL or any provision of these Articles of (a) Incorporation or Bylaws conflicts with any provision of the 1940 Act, the applicable provision of these Articles of
control; provided, however, that such conflict shall not o control; provided, however, that such conflict shall not 1940 Act, the applicable provisions of the 1940 Act sitt Incorporation or the Bylaws or render invalid or improper any action taken or omitted prior to such decemination,
If any provision of these Articles of Incorporation or the Bylaws shall be held invalid on (b) unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall, not in any maner affect such many other jurisdiction or any other jurisdiction or any other provision of these Articles of Incorporation or the Bylaws in any jurisdiction.
THIRD: The amendment to and restatement of the Articles of Incorporation as hereinabove set forth have been duly advised by the board of directors and approved by the stockholders of the Corporation as reguired by
FOURTH: The current address of the principal office of the Corporation in Maryland is as set forth in Article III of the foregoing amendment and restatement of the Articles of Incompration.
FIFTH: The name and address of the Corporation's current resident agent in Maryland is as set forth in Article III of the foregoing amendment and restatement of the Articles of Institution.
SLXTH: The number of directors of the Corporation and the names of those currently in office are set forth in Article IV of the foregoing amendment and restatement of these Articles of Incorporation.
SEVENTH: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment and restatement, the number of shares of each class of sout, and the aggregate par value of all shares of stock of the Corporation having par value were not thanged by the amendments set forth in the foregoing amendment and restatement of the Chartver of the copor chian.
EIGHTH: The undersigned Co-Chief Executive Officer acknowledges these Third Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all mesters or factions of verified under oath, the undersigned Co-Chief Executive Officer acknowledges that, to this knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Third Articles of Amendment and Restatement of the Articles of Incorporation to be signed in its name and on its behalf by its Co-Chief Executive Officer as of September 16, 2021.
Attest: /s/ Stephen Roman Secretary
By: /s/ Michael A. Reisner Co-Chief Executive Officer
| DOCUMENT CODE 13 "DIAGABASA |
BUSINESS CODE | ** KEEP WITH DOCUMENT ** Affix Barcode Label Here |
|---|---|---|
| Close ________________________ Stock |
Nonstock | |
| P.A. 2- Religious |
||
| Merging /Converting ______________________ | ||
| Affix Text Label Here | ||
| Surviving/Resulting | ||
| New Name | ||
| Base Fee: | FEES REMITTED | |
| Org. & Cap. Fee: | 190 | Change of Name Change of Principal Office |
| Expedite Fee: Penalty: |
प्रयु ५ | Change of Resident Agent |
| State Recordation Tax: State Transfer Tax: |
Change of Resident Agent Address Resignation of Resident Agent |
|
| Certified Copies | Designation of Resident Agent | |
| Copy Fee: Certificates |
28 | and Resident Agent's Address __ Change of Business Code |
| Certificate of Status Fee: | Adoption of Assumed Name | |
| Personal Property Filings: NP Fund: |
||
| Other: | Other Change(s) | |
| TOTAL FEES: 500 | ||
| Credit Card Check |
Aus Code |
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| Cash | Attention: | |
| Documents on Checks |
||
| Approved By: | Mail: Names and Address | |
| Keyed By: |
| Stamp Work Order and Customer Number HERE | ||
|---|---|---|
CUST ID:00050869438
WOKE:08~16~202020866014 PH
DATE:08~16~2021 12:12 PH
CHT . PAID:\$573:00
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