XML 25 R12.htm IDEA: XBRL DOCUMENT
v3.24.2.u1

Share Transactions | 6 Months Ended
--- | ---
Jun. 30, 2024
Equity [Abstract] |
Share Transactions | Share Transactions The Company’s initial continuous public offering commenced on July 2, 2012 and ended on December 31, 2015. The Company’s follow-on continuous public offering commenced on January 25, 2016 and ended on January 25, 2019. The following table summarizes transactions with respect to shares of the Company’s outstanding common stock during the six months ended June 30, 2024 and 2023 and the year ended December 31, 2023:
| Six Months Ended June 30, |  | Year Ended December 31,
| 2024 |  | 2023 |  | 2023
| Shares |  | Amount |  | Shares |  | Amount |  | Shares |  | Amount
Gross shares/proceeds from the offering | — |  |  | $ | — |  |  | — |  |  | $ | — |  |  | — |  |  | $ | — |
Reinvestment of distributions | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Total gross shares/proceeds | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |
Share repurchase program | (659,013) |  |  | (7,341) |  |  | (666,657) |  |  | (6,818) |  |  | (1,114,848) |  |  | (11,518) |
Net shares/amounts for share transactions | (659,013) |  |  | $ | (7,341) |  |  | (666,657) |  |  | $ | (6,818) |  |  | (1,114,848) |  |  | $ | (11,518) |
Since commencing its initial continuous public offering on July 2, 2012 and through June 30, 2024, the Company sold 53,525,623 shares of common stock for net proceeds of $1,126,004. The net proceeds include gross proceeds received from reinvested shareholder distributions of $237,451, for which the Company issued 13,523,489 shares of common stock, and gross proceeds paid for shares of common stock repurchased of $266,733, for which the Company repurchased 16,743,744 shares of common stock. As of June 30, 2024, 16,743,744 shares of common stock repurchased had been retired. On September 15, 2023, the Company's shareholders approved a proposal that authorizes the Company to issue shares of its common stock at prices below the then current NAV per share of the Company’s common stock in one or more offerings for a 12-month period following such shareholder approval. As of June 30, 2024, the Company had not issued any such shares. Distribution Reinvestment Plan In connection with the Listing of its shares of common stock on the NYSE, on September 15, 2021, the Company terminated its previous fifth amended and restated distribution reinvestment plan, or the Old DRP. The final distribution reinvestment under the Old DRP was made as part of the monthly base distribution paid on September 14, 2021. On September 15, 2021, the Company adopted a new distribution reinvestment plan, or the New DRP, which became effective as of the Listing and first applied to the reinvestment of distributions paid on December 8, 2021. For additional information regarding the terms of the New DRP, see Note 5. Reverse Stock Split Effective on September 21, 2021, every two shares of the Company's common stock then issued and outstanding were automatically combined into one share of the Company's common stock, with the number of then issued and outstanding shares reduced from 113,916,869 to 56,958,440. The reverse stock split amendment also provided that there was no change in the par value of $0.001 per share as a result of the reverse stock split. In addition, the reverse stock split did not modify the rights or preferences of the Company’s common stock. Listing and Fractional Shares On October 5, 2021, the Company's shares of common stock commenced trading on the NYSE under the ticker symbol “CION”. As approved by shareholders on September 7, 2021, the Listing was staggered such that (i) up to 1/3rd of shares held by all shareholders were available for trading upon Listing, (ii) up to 2/3rd of shares held by all shareholders were available for trading starting 180 days after Listing, or April 4, 2022, and (iii) all shares were available for trading starting 270 days after Listing, or July 5, 2022. The Company eliminated all then outstanding fractional shares of its common stock in connection with the Listing, as permitted by the Maryland General Corporation Law, on July 14, 2022. On February 26, 2023, the Company’s shares of common stock also listed and commenced trading in Israel on the TASE under the ticker symbol “CION”. Pre-Listing Share Repurchase Program Historically, the Company offered to repurchase shares on a quarterly basis on such terms as determined by the Company’s board of directors in its complete and absolute discretion unless, in the judgment of the independent directors of the Company’s board of directors, such repurchases would not have been in the best interests of the Company’s shareholders or would have violated applicable law. On July 30, 2021, the Company's board of directors, including the independent directors, determined to suspend the Company's pre-Listing share repurchase program commencing with the third quarter of 2021 in anticipation of the Listing and the concurrent enhanced liquidity the Listing was expected to provide. The pre-Listing share repurchase program ultimately terminated upon the Listing and the Company does not expect to implement a new quarterly share repurchase program in the future. Historically, the Company generally limited the number of shares to be repurchased during any calendar year to the number of shares it could have repurchased with the proceeds it received from the issuance of shares pursuant to the Old DRP. At the discretion of the Company’s board of directors, it could have also used cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase shares. The Company offered to repurchase such shares at a price equal to the estimated NAV per share on each date of repurchase. Any periodic repurchase offers were subject in part to the Company’s available cash and compliance with the BDC and RIC qualification and diversification rules promulgated under the 1940 Act and the Code, respectively. Post-Listing Share Repurchase Policy On September 15, 2021, the Company’s board of directors, including the independent directors, approved a share repurchase policy authorizing the Company to repurchase up to $50 million of its outstanding common stock after the Listing. On June 24, 2022, the Company’s board of directors, including the independent directors, increased the amount of shares of the Company’s common stock that may be repurchased under the share repurchase policy by $10 million to up to an aggregate of $60 million. Under the share repurchase policy, the Company may purchase shares of its common stock through various means such as open market transactions, including block purchases, and privately negotiated transactions. The number of shares repurchased and the timing, manner, price and amount of any repurchases will be determined at the Company's discretion. Factors include, but are not limited to, share price, trading volume and general market conditions, along with the Company’s general business conditions. The policy may be suspended or discontinued at any time and does not obligate the Company to acquire any specific number of shares of its common stock. On August 29, 2023, as part of the share repurchase policy, the Company entered into a new trading plan with an independent broker, Wells Fargo Securities, LLC, or Wells Fargo, in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, based in part on historical trading data with respect to the Company’s shares. The 10b5-1 trading plan permits common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The 10b5-1 trading plan expires on August 29, 2024, and is subject to price, market volume and timing restrictions. The following table summarizes the share repurchases completed during the year ended December 31, 2023 and the six months ended June 30, 2024:
Period |  | Total Number of Shares Repurchased |  | Average Price Paid per Share |  | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs |  | Approximate Dollar Value of Shares That May Yet Be Repurchased Under Publicly Announced Plans or Programs(1)
2023 |  |  |  |  |  |  |  |
January 1 to January 31, 2023 |  | 129,873 |  | $10.58 |  | 129,873 |  | $ | 43,218 |
February 1 to February 28, 2023 |  | 114,733 |  | 11.06 |  | 114,733 |  | 41,951 |
March 1 to March 31, 2023 |  | 93,423 |  | 10.17 |  | 93,423 |  | 41,003 |
April 1 to April 30, 2023 |  | 126,980 |  | 9.69 |  | 126,980 |  | 39,775 |
May 1 to May 31, 2023 |  | 86,950 |  | 9.34 |  | 86,950 |  | 38,964 |
June 1 to June 30, 2023 |  | 114,698 |  | 10.31 |  | 114,698 |  | 37,784 |
July 1 to July 31, 2023 |  | 54,048 |  | 10.74 |  | 54,048 |  | 37,205 |
August 1 to August 31, 2023 |  | 18,518 |  | 10.96 |  | 18,518 |  | 37,002 |
September 1 to September 30, 2023 |  | 95,457 |  | 10.65 |  | 95,457 |  | 35,988 |
October 1 to October 31, 2023 |  | 145,599 |  | 10.08 |  | 145,599 |  | 34,056 |
November 1 to November 30, 2023 |  | 45,556 |  | 10.26 |  | 45,556 |  | 34,056 |
December 1 to December 31, 2023 |  | 89,013 |  | 10.84 |  | 89,013 |  | 33,093 |
Total for the year ended December 31, 2023 |  | 1,114,848 |  |  |  | 1,114,848 |  |
2024 |  |  |  |  |  |  |  |
January 1 to January 31, 2024 |  | 125,304 |  | $11.14 |  | 125,304 |  | $ | 31,700 |
February 1 to February 29, 2024 |  | 165,876 |  | 10.97 |  | 165,876 |  | 29,883 |
March 1 to March 31, 2024 |  | 132,851 |  | 10.95 |  | 132,851 |  | 28,431 |
April 1 to April 30, 2024 |  | 168,002 |  | 11.14 |  | 168,002 |  | 26,564 |
May 1 to May 31, 2024 |  | 27,449 |  | 11.67 |  | 27,449 |  | 26,244 |
June 1 to June 30, 2024 |  | 39,531 |  | 12.14 |  | 39,531 |  | 25,765 |
Total for the six months ended June 30, 2024 |  | 659,013 |  |  |  | 659,013 |  |
(1)Amounts do not include any commissions paid to Wells Fargo on shares repurchased. From July 1, 2024 to July 31, 2024, the Company repurchased 71,305 shares of common stock under the 10b5-1 trading plan for an aggregate purchase price of $881, or an average purchase price of $12.35 per share. As of July 31, 2024, 16,811,803 shares of common stock repurchased by the Company had been retired.

X
- References No definition available. + Details
Name: | us-gaap_EquityAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for equity. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147477968/946-235-50-2 Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org/1943274/2147478448/946-505-50-6 Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480237/815-40-50-6 Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1 Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1 Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/505/tableOfContent Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-13 Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-14 Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-16 Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481112/505-10-50-18 + Details
Name: | us-gaap_StockholdersEquityNoteDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration