COSN / CoSine Communications, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Cosi COSI INC 15-12G 2-15-2017

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-50052 Cosi, Inc. (Exact name of registrant as specified in its charter)

Regulation FD Disclosure, Material Modification to Rights of Security Holders, Bankruptcy or Receivership

8-K 1 form8k.htm COSI INC 8-K 2-15-2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 15, 2017 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of

COSI / Cosi, Inc. / Trishield Special Situations Master Fund Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION)

EX-99.2 3 ex992.htm EXHIBIT 99.2 EXHIBIT 99.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION) In re: Chapter 11 Case No. 16-13704-MSH (Jointly Administered) COSI, INC., et al.,1 Debtors. DEBTORS’ MOTION FOR ENTRY OF AN ORDER (I) APPROVING DISCLOSURE STATEMENT WITH RESPECT TO JOINT PLAN OF REORGANIZATION OF COSI, INC., XANDO COSI OF MARYLAND, INC., COSI SANDWICH BAR, INC

Regulation FD Disclosure, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 7, 2017 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION)

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION) In re: Chapter 11 Case No. 16-13704-MSH (Jointly Administered) COSI, INC., et al.,1 Debtors. DEBTORS’ MOTION TO APPROVE SETTLEMENT AGREEMENT AND SECOND AMENDMENT TO MASTER FRANCHISE AGREEMENT AMONG COSI, INC., FAST CASUAL LTDA F/K/A FAST CASUAL S.A. AND FAST CASUAL PANAMA S. de

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 2, 2017 Cosi, Inc.

INDEPENDENT CONTRACTOR AGREEMENT (Chief Financial Officer)

Exhibit 10.2 Execution Version INDEPENDENT CONTRACTOR AGREEMENT (Chief Financial Officer) THIS INDEPENDENT CONTRACTOR AGREEMENT (this “ Agreement”) is entered on February 3, 2017, effective as of December 20, 2016 (the “ Effective Date”), by and between COSÌ, INC., a Delaware corporation (the “ Company”), and CHAD FITZHUGH (“ Contractor”). RECITALS: WHEREAS, the Company owns, operates and franchis

January 24, 2017

Exhibit 10.1 January 24, 2017 Edward Schatz The O’Connor Group, Inc. 10 Stearns Road Bedford, MA 01730 Re: Amendment to Engagement Agreement dated September 27, 2016 Dear Mr. Schatz: This letter (“ Amendment”) will serve to outline the modifications to the Engagement Agreement dated September 27, 2016 (“ Agreement”), entered into between Cosi, Inc. (the “ Company”) and The O’Connor Group, Inc. (“

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

Exhibit 99.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi Sandwich Bar, Inc. Case No. 16-13705-MSH Reporting Period 11/29/16-01/02/17 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached Explanation Attache

Regulation FD Disclosure

8-K 1 form8k.htm COSI, INC. 8-K 1-16-2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 16, 2017 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction o

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi, Inc. Case No. 16-13704-MSH Reporting Period 11/29/16-01/02/17 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2017 Cosi, Inc.

Regulation FD Disclosure, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 5, 2017 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION)

EX-4.1 2 ex41.htm EXHIBIT 4.1 EXHIBIT 4.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION) In re: Chapter 11 Case No. 16-13704-MSH (Jointly Administered) COSI, INC., et al.,1 Debtors. MOTION OF THE DEBTORS FOR AUTHORITY TO DEREGISTER COSI, INC. COMMON STOCK NOW COME Cosi, Inc. (“COSI”), Xando Cosi of Maryland, Inc. (“Xando”), Cosi Sandwich Bar, Inc. (“CSB”), Hearthstone

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 20, 2016 Cosi, Inc.

AMENDMENT NO. 5 ASSET PURCHASE AGREEMENT December 20, 2016

Exhibit 10.2 Execution Version AMENDMENT NO. 5 TO ASSET PURCHASE AGREEMENT December 20, 2016 This Amendment No. 5 (this “ Fifth Amendment”) to that certain Asset Purchase Agreement (as amended, the “ Purchase Agreement”), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hearthstone Associates, LLC,

INTERIM OPERATING AGREEMENT

EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 INTERIM OPERATING AGREEMENT This Interim Operating Agreement (this “Agreement”) is made as of December 20, 2016 (the “Effective Date”) by and between LIMAB LLC, a Delaware limited liability company, or its designee (“LIMAB” or “Operator”), and Cosi, Inc., a Delaware corporation (“Cosi”), Hearthstone Partners, LLC, a Massachusetts limited liability comp

AMENDMENT NO. 4 ASSET PURCHASE AGREEMENT December 20, 2016

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 4 TO ASSET PURCHASE AGREEMENT December 20, 2016 This Amendment No. 4 (this “Fourth Amendment”) to that certain Asset Purchase Agreement (as amended, the “Purchase Agreement”), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability compan

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi, Inc. Case No. 16-13704-MSH Reporting Period 10/25/16-11/28/16 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2016 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

Exhibit 99.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi Sandwich Bar, Inc. Case No. 16-13705-MSH Reporting Period 10/25/16-11/28/16 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached Explanation Attache

Regulation FD Disclosure, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 7, 2016 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION)

EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS (EASTERN DIVISION) In re: COSI, INC., et al.,1 Debtors. Chapter 11 Case No. 16-13704-MSH (Jointly Administered) FINAL ORDER APPROVING NOTIFICATION AND HEARING PROCEDURES FOR CERTAIN TRANSFERS OF COMMON STOCK Upon the motion (the “Motion”)2 of the above-captioned debtors and debtors in possession (col

_____________________ ASSET PURCHASE AGREEMENT COSI, INC. HEARTHSTONE PARTNERS, LLC HEARTHSTONE ASSOCIATES, LLC XANDO COSI MARYLAND, INC. COSI SANDWICH BAR, INC. LIMAB LLC Dated as of October 18, 2016 TABLE OF CONTENTS

EX-10.1 2 ex101.htm EXHIBIT 10.1 EXHIBIT 10.1 Execution Version ASSET PURCHASE AGREEMENT among COSI, INC. HEARTHSTONE PARTNERS, LLC HEARTHSTONE ASSOCIATES, LLC XANDO COSI MARYLAND, INC. COSI SANDWICH BAR, INC. and LIMAB LLC Dated as of October 18, 2016 TABLE OF CONTENTS ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Interpretation and Rules of Construction 13 ARTICLE II PURCHASE AND

AMENDMENT NO. 1 ASSET PURCHASE AGREEMENT October 28, 2016

EX-10.2 3 ex102.htm EXHIBIT 10.2 EXHIBIT 10.2 Execution Version AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT October 28, 2016 This Amendment No. 1 (this “Amendment”) to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hearthstone Assoc

AMENDMENT NO. 2 ASSET PURCHASE AGREEMENT November 17, 2016

EX-10.3 4 ex103.htm EXHIBIT 10.3 EXHIBIT 10.3 Execution Version AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT November 17, 2016 This Amendment No. 2 (this “Amendment”) to that certain Asset Purchase Agreement (as amended, the “Purchase Agreement”), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hear

AMENDMENT NO. 3 ASSET PURCHASE AGREEMENT November 22, 2016

EXHIBIT 10.4 Execution Version AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT November 22, 2016 This Amendment No. 3 (this ? Amendment?) to that certain Asset Purchase Agreement (as amended, the ? Purchase Agreement?), dated as of October 18, 2016, by and among Cosi, Inc., a Delaware corporation, Hearthstone Partners, LLC, a Massachusetts limited liability company, Hearthstone Associates, LLC, a Mass

Regulation FD Disclosure, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 2, 2016 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

Exhibit 99.1 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi, Inc. Case No. 16-13704-MSH Reporting Period 9/28/16-10/24/16 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached Explanation Attached Monthly Repo

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 16, 2016 Cosi, Inc.

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

Exhibit 99.3 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Xando Cosi of Maryland, Inc. Case No. Reporting Period 16-13706-MSH 9/28/16-10/24/16 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Document Attached Explanation Att

UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2 UNITED STATES BANKRUPTCY COURT DISTRICT OF MASSACHUSETTS In re Cosi Sandwich Bar, Inc. Case No. 16-13705-MSH Reporting Period 9/28/16-10/24/16 MONTHLY OPERATING REPORT Complete and submit to the United States Trustee within 15 days after end of month Submit copy of report to any official committee appointed in the case REQUIRED DOCUMENTS Form No. Docum

Cosi NONE

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing (Amendment No. 0)* OMB Number 3235-0058 SEC File Number 000-50052 CUSIP Number 22122P200 (Check one): Form 10-K Form 20-F Form 11-K √ Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: September 26, 2016 Transition Report on Form 10-K Transition Report on Form 20-F Transition Re

Regulation FD Disclosure

8-K 1 form8k.htm COSI, INC 8-K 11-1-2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 1, 2016 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of

Cosi, Inc. Bidding Procedures for 363 Sale Approved by Bankruptcy Court

EX-99.1 2 ex991.htm EXHIBIT 99.1 EXHIBIT 99.1 CONTACT: Vicki Baue [email protected] 857-415-5030 Cosi, Inc. Bidding Procedures for 363 Sale Approved by Bankruptcy Court BOSTON, MA, November 1, 2016 //GLOBE NEWSIRE// - Così, Inc., the fast-casual restaurant company, today announced that, on October 24, 2016, the United States Bankruptcy Court for the District of Massachusetts (Eastern D

Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2016 Cosi, Inc.

Bidding Procedures

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 Bidding Procedures On October 24, 2016, the United States Bankruptcy Court for the District of Massachusetts (the “Court”) entered the Order Establishing Bidding Procedures Relating to the Sale of All or a Portion of the Debtors’ Assets [Docket No. 280] (the “Bidding Procedures Order”),1 by which the Court approved the procedures set forth the below. T

Cosi, Inc. Preparing for 363 Sale Process Detailed Bidding Procedures Available Soon; Company Aggressively Seeking Qualified Bidders

Exhibit 99.1 CONTACT: Vicki Baue [email protected] 857-415-5030 Cosi, Inc. Preparing for 363 Sale Process Detailed Bidding Procedures Available Soon; Company Aggressively Seeking Qualified Bidders BOSTON, MA, October 11, 2016 //GLOBE NEWSIRE// - Cos?, Inc., the fast-casual restaurant company, today announced that the Company is aggressively seeking qualified bidders who may have an int

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 11, 2016 Cosi, Inc.

SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE

Exhibit 4.2 EXECUTION SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE $1,093,470.00 October 3, 2016 Cosi, Inc., a Delaware corporation (? Cosi?), Hearthstone Partners LLC, a Massachusetts limited liability company (? Hearthstone Partners?), Hearthstone Associates, LLC, a Massachusetts limited liability company (? Hearthstone Associates?), Xando Cosi Maryland, Inc., a Maryland corporation (? Xando?) a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 3, 2016 Cosi, Inc.

SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE

EX-4.1 2 ex41.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE $273,060.00 October 3, 2016 Cosi, Inc., a Delaware corporation (“Cosi”), Hearthstone Partners LLC, a Massachusetts limited liability company (“Hearthstone Partners”), Hearthstone Associates, LLC, a Massachusetts limited liability company (“Hearthstone Associates”), Xando Cosi Maryland, Inc., a Maryland

SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE

Exhibit 4.3 EXECUTION SECURED DEBTOR-IN-POSSESSION PROMISSORY NOTE $2,733,470.00 October 3, 2016 Cosi, Inc., a Delaware corporation (? Cosi?), Hearthstone Partners LLC, a Massachusetts limited liability company (? Hearthstone Partners?), Hearthstone Associates, LLC, a Massachusetts limited liability company (? Hearthstone Associates?), Xando Cosi Maryland, Inc., a Maryland corporation (? Xando?) a

ALLIANCE FOR FINANCIAL GROWTH, INC. GENERAL TERMS AND CONDITIONS

Exhibit 10.1 Alliance For ? ? ? ? ? Financial ? ? ? ? Growth, Inc. ? ? ? September 28, 2016 Mr. Patrick Bennett Chief Executive Officer Cosi, Inc. 294 Washington Street, Suite 510 Boston, MA 02108 Re: Agreement for the Provision of Interim Management Services Dear Pat: This letter, together with the attached Schedule(s), and General Terms and Conditions, sets forth the agreement (?Agreement?) betw

Così, Inc. Receives Nasdaq Notice of Delisting of Company’s Common Stock Trading to be suspended at Opening of Business on October 10, 2016

EX-99.1 2 s001434x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: Vicki Baue [email protected] 857-415-5030 Così, Inc. Receives Nasdaq Notice of Delisting of Company’s Common Stock Trading to be suspended at Opening of Business on October 10, 2016 BOSTON, MA, October 3, 2016 (GLOBE NEWSIRE) - Così, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that, on Septemb

Cosi, Inc. Names Chief Restructuring Officer Experienced CRO will lead restructuring efforts during bankruptcy proceedings

Exhibit 99.2 CONTACT: Vicki Baue [email protected] 857-415-5030 Cosi, Inc. Names Chief Restructuring Officer Experienced CRO will lead restructuring efforts during bankruptcy proceedings BOSTON, MA, September 30, 2016 /GLOBE NEWSWIRE/ - Cosi, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that it has appointed Randy Kominsky of Alliance For Financial Growth to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2016 Cosi, Inc.

Cosi, Inc. Files for Chapter 11 Restructuring Planned Section 363 Sale Will Improve Company’s Financial Position, Strengthen Brand

EX-99.1 3 ex991.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: [email protected] CO / Greenough 978.256.1651 Cosi, Inc. Files for Chapter 11 Restructuring Planned Section 363 Sale Will Improve Company’s Financial Position, Strengthen Brand BOSTON, MA, September 28, 2016 /GLOBE NEWSWIRE/ - Cosi, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that it and its subsidiaries fi

COSI, INC. Debtor-In-Possession (DIP) Financing Term Sheet1 NON-BINDING TERM SHEET

Exhibit 10.1 COSI, INC. Debtor-In-Possession (DIP) Financing Term Sheet 1 NON-BINDING TERM SHEET The terms set forth in this preliminary term sheet (this ? Term Sheet?) are being provided as part of a comprehensive proposal, each element of which is consideration for the other elements and an integral aspect of the proposed DIP Facility (as defined below). This Term Sheet is an indication of inter

Regulation FD Disclosure, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2016 COSI, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 6, 2016 Cosi, Inc.

Cosi, Inc. Consulting Agreement

EX-10.1 2 co35865750-ex101.htm CONSULTING AGREEMENT Exhibit 10.1 Cosi, Inc. Consulting Agreement THIS CONSULTING AGREEMENT (“Agreement”) is entered into effective as of the 22nd of August, 2016 (the “Effective Date”), by and between Cosi, Inc., a Delaware corporation (“Cosi”), and Patrick Bennett (“Mr. Bennett”). Cosi and Mr. Bennett wish to confirm the terms and conditions upon which Mr. Bennett

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2016 Cos?, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2016 Cos?, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8 ?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2016 Cos?, Inc.

Cosi, Inc. Announces Leadership Changes Chief Financial Officer Resigns Effective September 23, 2016, and Company Terminates CEO Effective Immediately

CONTACT: [email protected] Cosi, Inc. Announces Leadership Changes Chief Financial Officer Resigns Effective September 23, 2016, and Company Terminates CEO Effective Immediately Boston, MA - August 22, 2016 - Cosi, Inc. (NASDAQ:COSI), the fast casual restaurant company, announced today that, on August 16, 2016, its Chief Financial Officer, Miguel Rossy-Donovan, submitted his resignatio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8 ?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 16, 2016 Cos?, Inc.

Cosi, Inc. Announces Leadership Changes Chief Financial Officer Resigns Effective September 23, 2016, and Company Terminates CEO Effective Immediately

CONTACT: [email protected] Cosi, Inc. Announces Leadership Changes Chief Financial Officer Resigns Effective September 23, 2016, and Company Terminates CEO Effective Immediately Boston, MA - August 22, 2016 - Cosi, Inc. (NASDAQ:COSI), the fast casual restaurant company, announced today that, on August 16, 2016, its Chief Financial Officer, Miguel Rossy-Donovan, submitted his resignatio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8 ?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2016 Cosi, Inc.

Così, Inc. Reports Fiscal 2016 Second Quarter Financial Results

Exhibit 99.1 CONTACT: [email protected] Cos?, Inc. Reports Fiscal 2016 Second Quarter Financial Results Boston, MA - August 11, 2016 - Cosi, Inc. (NASDAQ:COSI), today reported 2016 second quarter results for the period ended June 27, 2016. For the 2016 second quarter the Company reported a net loss of ($3.1) million, or ($0.07) per diluted share, compared to ($3.9) million, or ($0.08)

EX-99.2

Exhibit 99.2

Cosi COSI, INC. 10-Q 6-27-2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50052 COS?, INC. (Exact name of

Così, Inc. Reports 2016 Quarter 2 Comparable Restaurant Sales and Provides Business Update

EX-99.1 2 co20160706-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports 2016 Quarter 2 Comparable Restaurant Sales and Provides Business Update Boston, MA – July 6, 2016 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2016 Period 6 and 2016 Quarter 2, as measur

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 6, 2016 Cosi, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 8, 2016 Cosi, Inc.

Così, Inc. Reports 2016 Period 5 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: [email protected] Cos?, Inc. Reports 2016 Period 5 Comparable Restaurant Sales Boston, MA ? June 8, 2016 - Cos?, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2016 Period 5, as measured for restaurants in operation for more than 15 consecutive months, recorded an aggregate dec

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 18, 2016 Cosi, Inc.

Così, Inc. Announces Additional Grace Period for Listing on NASDAQ

Exhibit 99.1 CONTACT: [email protected] Cos?, Inc. Announces Additional Grace Period for Listing on NASDAQ Boston, MA - May 18, 2016 - Cosi, Inc. (NASDAQ:COSI), the fast casual restaurant company, today announced that it has received notice from the NASDAQ Stock Market on May 17, 2016, indicating that the Company will have an additional 180-day grace period, or until November 14, 2016,

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 17, 2016 Cosi, Inc.

COSI / Cosi, Inc. / Miller Lloyd I III - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2)* Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) May 18, 2016 (Date of Event which Requires Filing of t

EX-99.2

EX-99.2 3 co20160512-ex992.htm SLIDES FROM TELECONFERENCE Exhibit 99.2

Così, Inc. Reports Fiscal 2016 First Quarter Results To Host Conference Call & Webcast on May 12th at 5:00 PM ET

Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports Fiscal 2016 First Quarter Results To Host Conference Call & Webcast on May 12th at 5:00 PM ET Boston, MA - May 12, 2016 - Cosi, Inc. (NASDAQ:COSI), today reported 2016 first quarter results for the period ended March 28, 2016. For the 2016 first quarter the Company reported a net loss of ($3.5) million, or ($0.08) per diluted s

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2016 Cosi, Inc.

Cosi COSI, INC 10-Q 3-28-2016 (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 28, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-50052 COS?, INC. (Exact name o

Così, Inc. Reports 2016 Period 4 Comparable Restaurant Sales and Announces Earnings Call for First Quarter 2016 Results

EX-99.1 2 co20160505-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports 2016 Period 4 Comparable Restaurant Sales and Announces Earnings Call for First Quarter 2016 Results Boston, MA - May 4, 2016 - Così, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2016 Period 4,

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2016 Cosi, Inc.

Cosi DEF 14A

DEF 14A 1 h10035547x2def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2016 Cosi, Inc.

Così , Inc. Reports 2016 Quarter 1 Comparable Restaurant Sales and Provides B usiness Update

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2016 Quarter 1 Comparable Restaurant Sales and Provides B usiness Update Boston, MA ? April 6, 2016 ? Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2016 Period 3 and 2016 Quarter 1, as measured for restaurants in operation for more t

Cosi PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: ? Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

Così, Inc. Reports Fiscal 2015 Fourth Quarter and Year-End Results To Host Conference Call & Webcast on March 24th at 5:00 PM ET

Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports Fiscal 2015 Fourth Quarter and Year-End Results To Host Conference Call & Webcast on March 24th at 5:00 PM ET BOSTON-(BUSINESS WIRE) - Cosi, Inc. (NASDAQ:COSI), today reported 2015 fourth quarter and year-end results for the period ended December 28, 2015. For the 2015 fourth quarter the Company reported a net loss of ($3.6) mi

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 24, 2016 Cosi, Inc.

EX-99.2

EX-99.2 3 co20160324-ex992.htm SLIDES FROM TELECONFERENCE Exhibit 99.2

Cosi FORM 10-K (Annual Report)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 28, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission File No. 000-50052 Cosi, Inc.

SEPARATION AGREEMENT AND RELEASE

Exhibit 10.5.23 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is hereby voluntarily entered into on the day of , 2015,by and between COSÌ, INC., a Delaware corporation (the “Company”), and BRYAN MARKS (“Mr. Marks”), an individual residing in the State of Pennsylvania. Mr. Marks and the Company agree as follows: 1. Separation of Employment. Mr. Marks’ employme

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.5.25 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGEEMENT (“Amendment”) is entered into as of January 7, 2016, by and between Così, Inc., a Delaware corporation (“Così”), and Robert J. Dourney, an individual (“Executive”). WHEREAS, Cosi and Executive are parties to that certain Employment Agreement dated as of and effective March 18, 2014 (the “Original Ag

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 18, 2016 Cosi, Inc.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 14, 2016 Cosi, Inc.

Growing Forward28th Annual Roth Conference3/14/16 www.getcosi.com • 857-415-5000 Cosi® Inc, 294 Washington St, STE 510, Boston, MA 02108MN REG #F-4798 1 Growing Forward28th Annual Roth Conference3/14/16 www.getcosi.com • 857-415-5000 Cosi® Inc, 294 W

Exhibit 99.1 Growing Forward28th Annual Roth Conference3/14/16 www.getcosi.com ? 857-415-5000 Cosi? Inc, 294 Washington St, STE 510, Boston, MA 02108MN REG #F-4798 1 Growing Forward28th Annual Roth Conference3/14/16 www.getcosi.com ? 857-415-5000 Cosi? Inc, 294 Washington St, STE 510, Boston, MA 02108MN REG #F-4798 1 COLUMBUS, OH SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM

Così, Inc. Reports 2016 Period 2 Comparable Restaurant Sales and Announces Earnings Call for 2015 Year-End Results

EX-99.1 2 co20160309-ex991.htm PRESS RELEASE OF COSI, INC., DATED MARCH 9, 2016 Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports 2016 Period 2 Comparable Restaurant Sales and Announces Earnings Call for 2015 Year-End Results Boston, MA - March 9, 2016 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaura

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2016 Cosi, Inc.

AGREEMENT

EX-10.1 2 co34617837-ex101.htm AGREEMENT Exhibit 10.1 AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into as of the 26th day of February 2016 (the "Effective Date"), by and between R. J. Dourney ("Holder") and Cosi, Inc. (the "Company"). RECITALS: WHEREAS, Holder, the Company's CEO & President, was a principal and majority owner of Hearthstone Associates, LLC ("Associates"), which owne

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2016 Cosi, Inc.

COSI / Cosi, Inc. / Trishield Special Situations Master Fund Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Così, Inc. Reports 2016 Period 1 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2016 Period 1 Comparable Restaurant Sales Boston, MA - February 3, 2016 - Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2016 Period 1, as measured for restaurants in operation for more than 15 months, recorded an aggregate decrease o

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 3, 2016 Cosi, Inc.

  13,941,372 Shares of Common Stock

424B3 1 s001182x1424b3.htm FORM 424(B)(3) Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 6 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggrega

COSI / Cosi, Inc. / Miller Lloyd I III - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) December 31, 2015 (Date of Event which Requires Filing

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2016 Cosi, Inc.

Così , Inc. Reports 2015 Quarter 4 Comparable Restaurant Sales and Provides Business Update

Exhibit 99.1 CONTACT: [email protected] Così , Inc. Reports 2015 Quarter 4 Comparable Restaurant Sales and Provides Business Update Boston, MA – January 6, 2016 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 12 and 2015 Quarter 4 , as measured for restaurants in operation for mor

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 6, 2016 Cosi, Inc.

  13,941,372 Shares of Common Stock

424B3 1 s001136x2424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 4 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate of 13,

Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 5 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) re

Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 5 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate of 13,941,372 shares of our common stoc

  13,941,372 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 3 (to Prospectus dated May 29, 2015) ? 13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the ?Prospectus?) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate of 13,941,372 shares of our common stoc

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2015 Cosi, Inc.

Overview & Investment Highlights 4th Annual ROTH Utah Active & Healthy Lifestyle Corporate Access EventDecember 10, 2015 1 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that r

EX-99.1 2 co20151210-ex991.htm SLIDES FOR MANAGEMENT MEETINGS Exhibit 99.1 Overview & Investment Highlights 4th Annual ROTH Utah Active & Healthy Lifestyle Corporate Access EventDecember 10, 2015 1 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future,

Così, Inc. Reports 2015 Period 11 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2015 Period 11 Comparable Restaurant Sales Boston, MA ? December 9, 2015 - Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 11, as measured for restaurants in operation for more than 15 months, recorded an aggregate increase

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 9, 2015 Cosi, Inc.

Così, Inc. Receives Nasdaq Notice of Minimum Bid Price Deficiency

Exhibit 99.1 FOR IMMEDIATE RELEASE Così , Inc. Receives Nasdaq Notice of Minimum Bid Price Deficiency BOSTON, MA, November 24, 2015 - Così, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that the Company received notice on November 18, 2015, from the Listing Qualifications Department of the Nasdaq Stock Market indicating that, for the last 30 consecutive business days, th

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2015 Cosi, Inc.

Southwest IDEAS Investor Conference 2015November 18, 2015 * SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in

Southwest IDEAS Investor Conference 2015November 18, 2015 * SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 18, 2015 Cosi, Inc.

Supplemental Information3Q 2015 Investor Tele-conferenceNovember 12, 2015 1 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expec

Exhibit 99.2 Supplemental Information3Q 2015 Investor Tele-conferenceNovember 12, 2015 1 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussion, expressed or implied, of anticipated growth, new store openings, operating results

Cosi, Inc. Reports 2015 Third Quarter Results

Exhibit 99.1 Cosi, Inc. Reports 2015 Third Quarter Results BOSTON, MA, November 12, 2015 - Così, Inc. (NASDAQ:COSI), the fast casual restaurant company, reported today a net loss for the 2015 third quarter of $(3.9) million, or $(0.08) per basic and diluted common share, compared with a net loss of $(4.1) million, or $(0.20) per basic and diluted common share, in the 2014 third quarter. Così's tot

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 12, 2015 Cosi, Inc.

Così, Inc. Reports 2015 Period 10 Comparable Restaurant Sales

EX-99.1 2 co33639659-ex991.htm PRESS RELEASE Exhibit 99.1 Così, Inc. Reports 2015 Period 10 Comparable Restaurant Sales BOSTON – Nov. 04, 2015 (GLOBE NEWSIRE) - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 10, as measured for restaurants in operation for more than 15 months, recorded an aggr

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 4, 2015 Cosi, Inc.

COSI / Cosi, Inc. / Miller Lloyd I III - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) October 28, 2015 (Date of Event which Requires Filing of

COSI / Cosi, Inc. / Miller Lloyd I III - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 4) Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) Lloyd I. Miller, III, 3300 South Dixie Highway, Suite 1-365, West Pal

Così , Inc. Reports 2015 Period 9 and Third Quarter Comparable Restaurant Sales

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2015 Period 9 and Third Quarter Comparable Restaurant Sales BOSTON, OCTOBER 7, 2015 (GLOBE NEWSWIRE) ? Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the third quarter of 2015 , as measured for restaurants in operation for more than 15 mo

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 7, 2015 Cosi, Inc.

COSI, INC. Power of Attorney

Exhibit 24.1 COSI, INC. Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Vicki J. Baue his or her true and lawful attorney-in-fact and agent in any and all capacities, to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cosi, Inc. (the "Company"), Forms 3, 4, and 5 in accordance wi

2

EX-10.1 2 co20151006-ex101.htm AT-WILL PROMOTION OFFER LETTER Exhibit 10.1 COSÌ, INC. 294 Washington St. Boston MA 02108 Main Tel: (857) 415-5000 Website: www.getcosi.com Writer's Direct Information Vicki Baue V. P. & General Counsel, CCO Direct Tel: (312) 310-1336 Direct Fax: (847) 580-4964 [email protected] September 30, 2015 Via Email William (Willy) Nicolini Re: Willy Nicolini – Promotion Offe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 30, 2015 Cosi, Inc.

Così, Inc. Appoints Willy Nicolini as New Vice President of Operations

EX-99.1 3 co20151006-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: [email protected] Così, Inc. Appoints Willy Nicolini as New Vice President of Operations Boston, MA - October 6, 2015 (GLOBE NEWSWIRE) - Cosi, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that it has appointed Willy Nicolini as Vice President of Operations, effective September 30, 2015. Nicol

  13,941,372 Shares of Common Stock

424B3 1 s001048x1424b3.htm FROM 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 1 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate o

  13,941,372 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-204135 Prospectus Supplement No. 2 (to Prospectus dated May 29, 2015)   13,941,372 Shares of Common Stock This is a prospectus supplement to our prospectus dated May 29, 2015 (the “Prospectus”) relating to the resale by the selling stockholders identified in the Prospectus of a total of up to an aggregate of 13,941,372 shares of our common stoc

EX-99.1

Exhibit 99.1

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 16, 2015 Cosi, Inc.

Così, Inc. to Present at the Annual B. Riley & Co. and Great American Group Consumer Conference

Exhibit 99.2 CONTACT: [email protected] FOR IMMEDIATE RELEASE Così, Inc. to Present at the Annual B. Riley & Co. and Great American Group Consumer Conference Boston, MA – September 14, 2015 (GLOBE NEWSWIRE) - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that R. J. Dourney, CEO & President of Cosi, will be presenting September 16, 2015, at 11:30 a.m. (E

Così , Inc. Reports 2015 Period 8 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2015 Period 8 Comparable Restaurant Sales Boston, MA - September 9, 2015 - Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 8, as measured for restaurants in operation for more than 15 months, recorded an aggregate increase

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 8, 2015 Cosi, Inc.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549b FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 3, 2015 Cosi, Inc.

“COSI”, “(SUN & MOON DESIGN)” and related marks are registered trademarks of Cosi, Inc. in the U. S. A. and certain other countries. © 20015 Così, Inc. All rights reserved. * Q2 2015 Investor Teleconference Supplemental InformationJune 29, 2015 “COSI

EX-99.2 3 co20150813-ex992.htm SLIDES FOR TELECONFERENCE Exhibit 99.2 “COSI”, “(SUN & MOON DESIGN)” and related marks are registered trademarks of Cosi, Inc. in the U. S. A. and certain other countries. © 20015 Così, Inc. All rights reserved. * Q2 2015 Investor Teleconference Supplemental InformationJune 29, 2015 “COSI”, “(SUN & MOON DESIGN)” and related marks are registered trademarks of Cosi, In

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 13, 2015 Cosi, Inc.

Così, Inc. Reports 2015 Second Quarter Results

Exhibit 99.1 CONTACT: [email protected] Cos? , Inc. Reports 2015 Second Quarter Results Boston, MA ? August 13, 2015 (GLOBE NEWSWIRE) ? Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported a net loss for the second quarter ended June 29, 2015, of $(3.9) million, or $(0.17) per basic and diluted common share, compared with a net loss of $(4.8) million, or $(0.27

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 5, 2015 Cosi, Inc.

Così, Inc. Reports 2015 Period 7 Comparable Restaurant Sales

EX-99.1 2 co20150805-ex991.htm PRESS RELEASE AUGUST 5, 2015 Exhibit 99.1 Così, Inc. Reports 2015 Period 7 Comparable Restaurant Sales BOSTON - August 5, 2015 (GLOBE NEWSWIRE) - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 7, as measured for restaurants in operation for more than 15 months, r

Così, Inc. Reports 2015 Period 6 and Second Quarter Comparable Restaurant Sales

EX-99.2 3 co20150805-ex992.htm PRESS RELEASE JULY 8, 2015 Exhibit 99.2 CONTACT: [email protected] Così, Inc. Reports 2015 Period 6 and Second Quarter Comparable Restaurant Sales Boston, MA – July 8, 2015 (GLOBE NEWSWIRE) – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the second quarter of 2015,

COSI / Cosi, Inc. / Miller Lloyd I III - SCHEDULE 13D AMENDMENT NO. 3 Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) Lloyd I. Miller, III, 3300 South Dixie Highway, Suite 1-365, West Pal

Cosi FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 6, 2015 Cosi, Inc.

Cosi FORM S-8

S-8 1 s000966x1s8.htm FORM S-8 Registration No. 333- As filed with the Securities and Exchange Commission on July 2, 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSÌ, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 06-13

Così, Inc. Reports 2015 Period 5 Comparable Restaurant Sales

EX-99.1 2 co20150610-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: [email protected] Così, Inc. Reports 2015 Period 5 Comparable Restaurant Sales Boston, June 10, 2015 (GLOBE NEWSWIRE) - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 5, as measured for restaurants in operation for

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 10, 2015 Cosi, Inc.

Cosi S-1/A

S-1/A 1 s000909x2s1a.htm S-1/A As filed with the Securities and Exchange Commission on May 29 , 2015 Registration No. 333- 204135 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 To FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSÌ, INC. (Exact name of registrant as specified in its charter) Delaware 06-1393745 (State or other jurisdiction

Cosi ESP

COS?, INC. 294 Washington Street, Ste. 510 Boston, MA 02108 Main Tel: (857) 415-5000 Website: www.getcosi.com May 29, 2015 CORRESPONDENCE United States Securities and Exchange Commission 100 F Street, N.E. Washington, D. C. 20549 Re: Cosi, Inc. (NASDAQ: COSI) Registration Statement on Form S-1 File No. 333-204135 REQUEST FOR ACCELERATION OF EFFECTIVENESS Pursuant to Rule 461 promulgated under the

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 19, 2015 Cosi, Inc.

Così, Inc. Reports 2015 First Quarter Results

EX-99.1 2 co32851664-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Reports 2015 First Quarter Results Boston, MA – May 14, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported a net loss for the 2015 first quarter ended March 30, 2015, of $(4.3 million) or $(0.12) p

Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Q1 2015 Investor Teleconference Supplemental InformationMay 14, 2015 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reser

EX-99.2 3 co32851664-ex992.htm SLIDES FROM TELECONFERENCE Exhibit 99.2 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Q1 2015 Investor Teleconference Supplemental InformationMay 14, 2015 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Q1 2015 Teleconference Agenda Introductory CommentsFinancial ResultsSlid

Cosi CURRENT REPORT (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 14, 2015 Cosi, Inc.

Cosi

S-1 1 s000909x1s1.htm As filed with the Securities and Exchange Commission on May 13, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSÌ, INC. (Exact name of registrant as specified in its charter) Delaware 06-1393745 (State or other jurisdiction of incorporation or organization) (

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 12, 2015 Cosi, Inc.

B. Riley Conference 2015 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussio

co32825218-ex991.htm Exhibit 99.1 B. Riley Conference 2015 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussion, expressed or implied, of anticipated growth, new store openings, operating results or earnings, constitute forwar

Così, Inc. to Present at 16th Annual B. Riley & Co. Investor Conference

EX-99.2 3 co32825218-ex992.htm PRESS RELEASE Exhibit 99.2 CONTACT: Miguel Rossy-Donovan Chief Financial Officer (857) 415-5020 [email protected] FOR IMMEDIATE RELEASE Così, Inc. to Present at 16th Annual B. Riley & Co. Investor Conference BOSTON, MA, May 12, 2015 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that R. J. Dourney, CEO & President of Cosi

Così, Inc. Reports 2015 Period 4 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Reports 2015 Period 4 Comparable Restaurant Sales Boston, MA – May 6, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for 2015 Period 4, as measured for restaurants in operation for mo

Cosi CURRENT REPORT (Current Report/Significant Event)

co20150506-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 6, 2015 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation) (Commission

COSI / Cosi, Inc. / Trishield Special Situations Master Fund Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

COSI, INC. Power of Attorney

Unassociated Document COSI, INC. Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Vicki J. Baue his or her true and lawful attorney-in-fact and agent in any and all capacities, to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cosi, Inc. (the "Company"), Forms 3, 4, and 5 in acco

Così, Inc. Issues 7,160,766 Shares in $15 Million Capital Raise

Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Issues 7,160,766 Shares in $15 Million Capital Raise Boston, MA – April 13, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has closed on a stock purchase transaction with Trishield Capital Management LLC, Janus Capital Management

COSI, INC. REGISTRATION RIGHTS AGREEMENT

co3422182-ex102.htm Exhibit 10.2 COSI, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of April 10, 2015, by and among Cosi, Inc., a Delaware corporation (the ?Company?), and the persons identified on Schedule A hereto (each, a ?Holder? and, collectively, the ?Holders?). WHEREAS, the Company has issued and agreed to issue shares of its co

STOCK PURCHASE AGREEMENT

co3422182-ex101.htm Exhibit 10.1 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (?Stock Purchase Agreement?) is entered into as of April 10, 2015, by and among COSI, INC., a Delaware corporation (the ?Company?), and the persons identified on the Schedule of Purchasers attached hereto (individually, a ?Purchaser?, and collectively, the ?Purchasers?). WHEREAS, the Purchasers desire to purcha

Entry into a Material Definitive Agreement

co3422182-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2015 COSI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-50052 06-1393745 (State or other jurisdiction of incorporation) (Commiss

Cosi DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14

MASTER SECURITY AGREEMENT #24675

Exhibit 10.3 First Franchise Capital Corporation MASTER SECURITY AGREEMENT #24675 MASTER SECURITY AGREEMENT, made this 9th day of May, 2013 by and between HEARTHSTONE PARTNERS, LLC, a Massachusetts limited liability company having an office at 85 Main Street, Hopkinton, MA 01748 (the "Borrower"), and First Franchise Capital Corporation, an Indiana corporation, having an office at One Maynard Drive

MEMBER INTEREST PURCHASE AGREEMENT AND LLC ADMISSION, AMENDMENT AND MEMBER CONSENT

Exhibit 10.10 Execution Copy MEMBER INTEREST PURCHASE AGREEMENT AND LLC ADMISSION, AMENDMENT AND MEMBER CONSENT This Member Interest Purchase Agreement and LLC Admission, Amendment and Member Consent (this ? Agreement?) is made as of this 31 st day of March, 2015, by and between Hearthstone Associates LLC, a Massachusetts limited liability company (the ? Company?), Richard Bagge (the ? Purchaser?)

SECURED PROMISSORY NOTE #100

Exhibit 10.2 First Franchise Capital Corporation SECURED PROMISSORY NOTE #100 $ 1,633,090.00 Park Ridge, New Jersey M ay 9, 2013 For value received, the undersigned, jointly and severally if more than one, (the "Maker") promises to pay to the order of First Franchise Capital Corporation, or assigns (the "Holder"), at its offices at One Maynard Drive, Suite 2104, Park Ridge, NJ 07656, the principal

SECURED PROMISSORY NOTE #101 $1,721,455.00 Park Ridge, New Jersey May 9, 2013

Exhibit 10.4 First Franchise Capital Corporation SECURED PROMISSORY NOTE #101 $1,721,455.00 Park Ridge, New Jersey May 9, 2013 For value received, the undersigned, jointly and severally if more than one, (the "Maker") promises to pay to the order of First Franchise Capital Corporation, or assigns (the "Holder"), at its offices at One Maynard Drive, Suite 2104, Park Ridge, NJ 07656, the principal s

Così, Inc. Announces Completion of Hearthstone Merger

EX-99.1 13 ex991.htm EXHIBIT 99.1 Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Announces Completion of Hearthstone Merger Boston, MA – April 6, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced it has closed the previously-announced merger with Hearthstone Associates, LLC. Hearthstone

AMENDMENT NO. 1 TO ELECTION TO CAUSE MERGER AGREEMENT

Exhibit 10.11 AMENDMENT NO. 1 TO ELECTION TO CAUSE MERGER AGREEMENT THIS AMENDMENT NO. 1 TO ELECTION TO CAUSE MERGER AGREEMENT, dated as of April 1, 2015 (this ? Amendment?), is made by and among Cosi, Inc., a Delaware corporation (? Cosi?), Hearthstone Associates, LLC, a Massachusetts limited liability company (? HoldCo?) and Robert J. Dourney and Nancy J. Dourney (the ? Holders?). Capitalized te

MASTER SECURITY AGREEMENT #24675

Exhibit 10.5 First Franchise Capital Corporation MASTER SECURITY AGREEMENT #24675 MASTER SECURITY AGREEMENT, made this 9th day of May, 2013 by and between HEARTHSTONE PARTNERS, LLC, a Massachusetts limited liability company having an office at 85 Main Street, Hopkinton, MA 01748 (the "Borrower"), and First Franchise Capital Corporation, an Indiana corporation, having an office at One Maynard Drive

MASTER SECURITY AGREEMENT #24675

Exhibit 10.1 First Franchise Capital Corporation MASTER SECURITY AGREEMENT #24675 MASTER SECURITY AGREEMENT, made this 9th day of May, 2013 by and between HEARTHSTONE PARTNERS, LLC, a Massachusetts limited liability company having an office at 85 Main Street, Hopkinton, MA 01748 (the "Borrower"), and First Franchise Capital Corporation, an Indiana corporation, having an office at One Maynard Drive

INDEMNIFICATION AND HOLDBACK AGREEMENT

EX-10.9 10 ex109.htm EXHIBIT 10.9 Exhibit 10.9 EXECUTION DOCUMENT (rev) INDEMNIFICATION AND HOLDBACK AGREEMENT THIS INDEMNIFICATION AND HOLDBACK AGREEMENT (“Agreement”) is made as of the 1st day of April, 2015, by and between R. J. Dourney (“Holder”) and Cosi, Inc. (the “Company”). RECITALS: WHEREAS, Cosi and Hearthstone Associates, LLC (“HoldCo”) have entered into an Election to Cause Merger Agre

SECURED PROMISSORY NOTE #102

Exhibit 10.6 First Franchise Capital Corporation SECURED PROMISSORY NOTE #102 $2,045,455.00 Park Ridge, New Jersey May 9,2013 For value received, the undersigned, jointly and severally if more than one, (the "Maker") promises to pay to the order of First Franchise Capital Corporation, or assigns (the "Holder"), at its offices at One Maynard Drive, Suite 2104, Park Ridge, NJ 07656, the principal su

W I T N E S S E T H :

Exhibit 10.7 GUARANTY This Guaranty (“Guaranty”) dated March 31, 2015, intending to be effective as of the Effective Date (as defined below), is made by the undersigned ("Guarantor"), in favor of FIRST FRANCHISE CAPITAL CORPORATION, an Indiana corporation ("FFCC"). W I T N E S S E T H : WHEREAS, FFCC has entered into, is entering into and may from time to time in the future enter into loan and/or

MASTER AMENDMENT TO LOAN DOCUMENTS DATED AS OF MARCH 31, 2015, TAKING EFFECT AS OF THE “EFFECTIVE DATE” (AS DEFINED BELOW) FOR SECURED PROMISSORY NOTES BEARING CONTRACT NOS. 824675100, 824675101, and 824675102

Exhibit 10.8 MASTER AMENDMENT TO LOAN DOCUMENTS DATED AS OF MARCH 31, 2015, TAKING EFFECT AS OF THE “EFFECTIVE DATE” (AS DEFINED BELOW) FOR SECURED PROMISSORY NOTES BEARING CONTRACT NOS. 824675100, 824675101, and 824675102 By and among FIRST FRANCHISE CAPITAL CORPORATION, an Indiana corporation (“ Secured Party”) and HEARTHSTONE PARTNERS, LLC, a Massachusetts limited liability company (“ Borrower”

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 1, 2015 Cosi, Inc.

March 26, 2015

co20150406-ex101.htm Exhibit 10.1 COS?, INC. 294 Washington Street, Ste. 510 Boston, MA 02108 Main Tel: (857) 415-5000 Website: www.getcosi.com Writer?s Direct Information Kate Shehan V. P. HR Direct Tel: (857) 415-5010 Cell: (857) 207-0318 E-Mail: [email protected] March 26, 2015 Via Email ([email protected]) Miguel Rossy-Donovan 125 West 31st Street #30k New York, NY 10001 [Tel

Così, Inc. Hires Miguel Rossy-Donovan as New Chief Financial Officer Richard Bagge, Interim CFO, to Assume Role of Vice President Development

Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Hires Miguel Rossy-Donovan as New Chief Financial Officer Richard Bagge, Interim CFO, to Assume Role of Vice President Development Boston, MA – March 31, 2015 - Cosi, Inc. (NASDAQ: COSI), the fast-casual restaurant company, today announced that it has hired Miguel Rossy-Donov

Cosi CURRENT REPORT (Current Report/Significant Event)

co20150406-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 31, 2015 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation) (Commissi

Così, Inc. Reports 2014 Fourth Quarter and Full Year Results

co32587214-ex991.htm Exhibit 99.1 CONTACT: Richard Bagge Interim Chief Financial Officer (857-415-5020) [email protected] Così, Inc. Reports 2014 Fourth Quarter and Full Year Results Boston, MA – March 26, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported a net loss for the fourth quarter ended December 29, 2014 of $(4,537,000), or $(0.18) per basic a

Cosi CURRENT REPORT (Current Report/Significant Event)

co32587214-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 26, 2015 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation) (Commissi

Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Fiscal 2014 Investor Teleconference Supplemental Information March 26, 2015 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All right

EX-99.2 3 co32587214-ex992.htm SLIDES FOR TELECONFERENCE Exhibit 99.2 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Fiscal 2014 Investor Teleconference Supplemental Information March 26, 2015 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Safe Harbor Concerning Forward Looking Statements Proprietary and

Cosi CURRENT REPORT (Current Report/Significant Event)

co32534529-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2015 COSI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-50052 06-1393745 (State or other jurisdiction of incorporation) (Commis

Cosi CURRENT REPORT (Current Report/Significant Event)

co32414109-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 11, 2015 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation) (Commissi

Così, Inc. Reports 2015 Period 2 Comparable Restaurant Sales

co32414109-ex991.htm Exhibit 99.1 CONTACT: Vicki Baue Vice President (857) 415-5000 [email protected] Cos?, Inc. Reports 2015 Period 2 Comparable Restaurant Sales BOSTON, MA ? March 11, 2015 ? Cos?, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 2, as measured for restaurants in operatio

Cosi CURRENT REPORT (Current Report/Significant Event)

co32397160-8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 9, 2015 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of Incorporation) (Commissio

ROTH Conference 2015 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussion, e

Exhibit 99.1 ROTH Conference 2015 SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Matters discussed in this presentation that relate to events or developments which are expected to occur in the future, including any discussion, expressed or implied, of anticipated growth, new store openings, operating results or earnings, constitute forward-looking statements unde

COSI / Cosi, Inc. / SAMANA CAPITAL, L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 4) Under the Securities Exchange Act of 1934 Cosi, Inc. (Name of Issuer) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 22122P200 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

Così, Inc. Reports 2015 Period 1 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: Rich Bagge (857) 415-5020 Così, Inc. Reports 2015 Period 1 Comparable Restaurant Sales BOSTON, MA – February 4, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for the 2015 Period 1, as measured for restaurants in operation for more than 15 months, increased 4.6% as compared to 2014 Pe

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 4, 2015 Cosi, Inc.

Così, Inc. Chief Financial Officer Resigns, Company Appoints Interim Chief Financial Officer Così Board appoints ad hoc committee to oversee Hearthstone merger

Exhibit 99.2 CONTACT: Vicki Baue (857) 415-5000 Così, Inc. Chief Financial Officer Resigns, Company Appoints Interim Chief Financial Officer Così Board appoints ad hoc committee to oversee Hearthstone merger BOSTON, MA – January 22, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has appointed Richard Bagge, 45, to serve as Interim Chief Financial Offi

SEPARATION AGREEMENT AND RELEASE

Exhibit 99.1 SEPARATION AGREEMENT AND RELEASE THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is hereby voluntarily entered into on the 21st day of January, 2015 (“Effective Date”) by and between COSÌ, INC., a Delaware corporation (the “Company”), and SCOTT CARLOCK (“Mr. Carlock”), an individual residing in the State of Indiana. Mr. Carlock and the Company agree as follows: 1. Separation of Em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 21, 2015 Cosi, Inc.

Notice of Exercise of Election to Cause Merger Agreement

Exhibit 3 CUSIP No. 22122P200 13D Page 6 of 6 Pages Exhibit 3 Notice of Exercise of Election to Cause Merger Agreement January 2, 2015 Cosi, Inc. 294 Washington St. Boston, MA 02108 Attention: Corporate Secretary Re: Exercise of Election to Cause Merger To Whom It May Concern: Reference is hereby made to that certain Election to Cause Merger Agreement by and between Hearthstone Associates, LLC, a

COSI / Cosi, Inc. / DOURNEY ROBERT J - SCHEDULE 13D Activist Investment

Schedule 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) COSI, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 (Title and Class of Securities) 22122P200 (CUSIP number) Robert J. Dourney 294 Washington Street. Boston, Massachusetts 0

Così, Inc. Reports Fourth Quarter and Period 12 2014 Comparable Restaurant Sales

EX-99.1 2 co31940596-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: Scott Carlock (857) 415-5020 Così, Inc. Reports Fourth Quarter and Period 12 2014 Comparable Restaurant Sales BOSTON, MA – January 7, 2015 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported that estimated system-wide comparable restaurant sales for fourth quarter ended December 29, 2014 as measured for

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 7, 2015 Cosi, Inc.

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2, 2015 COSI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-50052 06-1393745 (State or other jurisdiction of incorporation) (Commission File Number)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2014 COSI, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-50052 06-1393745 (State or other jurisdiction of incorporation) (Commission File Numbe

Così, Inc. Announces Changes to Its Board of Directors

EX-99.1 2 co31920634-ex991.htm PRESS RELEASE Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Announces Changes to Its Board of Directors BOSTON, MA, December 29, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced the appointment of David Lloyd to the Company’s Board of Directors, effective January 1, 201

Così, Inc. Raises $20 Million in Gross Proceeds from Rights Offering and Announces Grand Opening of New Restaurant in Chicago, Illinois

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Raises $20 Million in Gross Proceeds from Rights Offering and Announces Grand Opening of New Restaurant in Chicago, Illinois BOSTON, MA, December 23, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced the final results of its rights offering (“Rights Offeri

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2014 Cosi, Inc.

COSI / Cosi, Inc. 144 - -

form144.htm - Generated by SEC Publisher for SEC Filing UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB Approval Washington, D.C. 20549 OMB Number: 3235-0101 Expires:;0D\ 7 201 Estimated FORM 144 average burden hours per response.....1.00 NOTICE OF PROPOSED SALE OF SECURITIES SEC USE ONLY PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filin

COSI / Cosi, Inc. / Miller Lloyd I III - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) Cosi, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 22122P200 (CUSIP Number) Lloyd I. Miller, III, 3300 South Dixie Highway, Suite 1-365, West Pal

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 15, 2014 Cosi, Inc.

Così, Inc. Announces Completion of Fully Subscribed Rights Offering

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Announces Completion of Fully Subscribed Rights Offering BOSTON, MA, December 15, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today is pleased to announce the completion of its previously announced rights offering, which expired at 5:00 p.m., New York City time, on

Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-198982 Prospectus Supplement No. 2 (to Prospectus dated November 7, 2014) Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share This prospectus supplement no. 2 amends our prospectus dated November 7, 2014, and prospectus supplement no. 1 dated November 13, 2014, relating to the offering of subscription

Financial Statements and Exhibits, Other Events

8-K 1 co31847812-8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 10, 2014 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of

Così, Inc. Announces Extension of Rights Offering Deadline to December 12, 2014

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Announces Extension of Rights Offering Deadline to December 12, 2014 BOSTON, MA, December 10, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has extended the expiration date of its previously announced rights offering to 5:00 p.m. New York City

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 5, 2014 Cosi, Inc.

Così, Inc. Reports Period 11 2014 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: Scott Carlock (857)415-5020 Così, Inc. Reports Period 11 2014 Comparable Restaurant Sales BOSTON, MA – December 5, 2014 – Cosi, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported estimated system-wide comparable restaurant sales for Period 11 2014 as measured for restaurants in operation for more than 15 months, increased 2.5% as compared to the same peri

  Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share

424B3 1 form424b3.htm COSI INC 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-198982 Prospectus Supplement No. 1 (to Prospectus dated November 7, 2014)   Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share This is a prospectus supplement to our prospectus dated November 7, 2014 (the “Prospectus”) relating to the offering of subscription righ

Così, Inc. Reports 2014 Third Quarter Results and Period 10 2014 Comparable Restaurant Sales

Exhibit 99.1 CONTACT: Scott Carlock (857) 415-5020 Così, Inc. Reports 2014 Third Quarter Results and Period 10 2014 Comparable Restaurant Sales BOSTON, MA – November 13, 2014 – Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported a net loss for the third quarter ended September 29, 2014 of ($4,148,000), or ($0.20) per basic and diluted common share, compared with the net l

Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Q3 2014 Investor Teleconference Supplemental Information November 13, 2014 Proprietary and confidential. For internal use only . © 2009 Così, Inc. All right

EX-99.2 3 co20141113ex992.htm SLIDES FROM TELECONFERENCE Exhibit 99.2 Proprietary and confidential. For internal use only. © 2009 Così, Inc. All rights reserved. * Q3 2014 Investor Teleconference Supplemental Information November 13, 2014 Proprietary and confidential. For internal use only . © 2009 Così, Inc. All rights reserved. * Safe Harbor Concerning Forward Looking Statements Matters discusse

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 13, 2014 Cosi, Inc.

  Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-198982 PROSPECTUS   Subscription Rights to Purchase up to 13,333,333 Shares of Common Stock at $1.50 per Full Share We are distributing, at no charge, to holders of our common stock non-transferable subscription rights to purchase up to 13,333,333 shares of our common stock. You will receive one subscription right for each sha

COSÌ, INC. NOMINEE HOLDER CERTIFICATION

Exhibit 99.7 COSÌ, INC. NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase shares of common stock (“Common Stock”) of Così, Inc. (“Così”) pursuant to the Rights Offering described and provided for in the Così prospectus dated [•], 2014 (the “Prospectus”), hereby certifies to Così, American Stock T

COSI / Cosi, Inc. S-1/A - - S-1/A

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 4, 2014 Registration No.

FORM OF LETTER TO STOCKHOLDERS WHO ARE BENEFICIAL HOLDERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

Exhibit 99.4 FORM OF LETTER TO STOCKHOLDERS WHO ARE BENEFICIAL HOLDERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 To Our Clients: Enclosed for your consideration are a prospectus, dated [•], 2014 (the “Prospectus”), and the “Instructions as to Use of Così, Inc. Rights Certificates” re

FORM OF LETTER TO BROKERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

Exhibit 99.5 FORM OF LETTER TO BROKERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 To Security Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY COSI, INC.

EXHIBIT 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY COSI, INC. This form, or one substantially equivalent hereto, must be used to exercise the non-transferable subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) of Cosi, Inc. (the “Company”) described and provided for in the prospectus for the Rights Offering (a copy of which

FORM OF INSTRUCTIONS AS TO USE OF COSÌ, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS

Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF COSÌ, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Così, Inc., a Delaware corporation (“Così”), to the holders of record (the “Recordholders”) of its common stock, par value $0.01 per share (the “Common Stock”), as descr

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED NOVEMBER __, 2014 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST F

Exhibit 4.5 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED NOVEMBER , 2014 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC. , A DIVISION OF AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, THE INFORMATI

FORM OF BENEFICIAL OWNER ELECTION

EX-99.6 12 s000623x2ex99-6.htm EXHIBIT 99.6 EXHIBIT 99.6 FORM OF BENEFICIAL OWNER ELECTION The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the distribution by Cosi, Inc (the “Company”), to the holders of record of common stock, par value $0.01 (the “Common Stock”), of the Company, as of 5:00 p.m., New York City time, on October 31, 2

September 6, 2014

EX-4.7 4 s000623x2ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 September 6, 2014 Cosi, Inc. 294 Washington Street, Suite 510 Boston, MA 02108 Re: Cosi, Inc. - Rights Offer This Letter of Agreement (“Agreement”) sets forth the terms and conditions of the engagement of D.F. King & Co., Inc. (“D.F. King ”), a division of American Stock Transfer & Trust Company, LLC, as information agent by Cosi, Inc. (“COSI”) i

FORM OF LETTER OF STOCKHOLDERS WHO ARE REGISTERED HOLDERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

EX-99.3 9 s000623x2ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 FORM OF LETTER OF STOCKHOLDERS WHO ARE REGISTERED HOLDERS COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 Dear Stockholder: This letter is being distributed by Così, Inc. (“Così”) to all holders of record of shares of its common stock

SUBSCRIPTION AGENT AGREEMENT

Exhibit 4.6 SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of September 16, 2014, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Cosi, Inc. (the “Company”). 1. The Company is offering (the “Rights Offering”) to the holders of shares of its common stock, par value $0.01 per share (“Common Stock”), on O

FORM OF NOTICE OF IMPORTANT TAX INFORMATION

Exhibit 99.8 FORM OF NOTICE OF IMPORTANT TAX INFORMATION The tax information is provided in connection with the prospectus of Cosi, Inc. (“Cosi”) dated [•], 2014 (the “Rights Offering Prospectus”). Under the U.S. federal income tax laws, dividend payments that may be made by Cosi on shares of its common stock, par value $0.01 (the “Common Stock”), issued upon the exercise of non-transferable subsc

Financial Statements and Exhibits, Other Events

8-K 1 co20141023-8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 23, 2014 Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 000-50052 06-1393745 (State or Other Jurisdiction of I

Così, Inc. Announces Record Date and Subscription Price for Planned Rights Offering

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Announces Record Date and Subscription Price for Planned Rights Offering BOSTON, MA, October 23, 2014 – As previously announced, Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, intends to pursue a rights offering for up to $20 million of its common stock, par value $0.01 per s

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2014 Cosi, Inc.

Cosi, Inc. Reports Comparable Sales for the Third Quarter 2014

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 Cosi, Inc. Reports Comparable Sales for the Third Quarter 2014 BOSTON, MA, October 16, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today reported estimated system-wide comparable restaurant sales for the third quarter decreased 1.5% as compared to the third quarter of 2013. The breakdown in estimat

Cosi, Inc. Announces Planned Rights Offering

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Cosi, Inc. Announces Planned Rights Offering BOSTON, MA, September 29, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced filing a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) on Friday, September 26, 2014, for a rights of

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 29, 2014 Cosi, Inc.

FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

Exhibit 99.3 FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 To Security Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights

FORM OF INSTRUCTIONS AS TO USE OF COSÌ, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS

Exhibit 99.1 FORM OF INSTRUCTIONS AS TO USE OF COSÌ, INC. RIGHTS CERTIFICATES CONSULT THE INFORMATION AGENT, YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Così, Inc., a Delaware corporation (“Così”), to the holders of record (the “Recordholders”) of its common stock, par value $0.01 per share (the “Common Stock”), as descr

September 25, 2014

EX-4.7 4 s000623x1ex4-7.htm EXHIBIT 4.7 Exhibit 4.7 September 25, 2014 Così, Inc. 294 Washington Street, Suite 510 Boston, MA 02108 Re: Così, Inc. - Rights Offer This Letter of Agreement (“Agreement”) sets forth the terms and conditions of the engagement of AST Phoenix Advisors (“Phoenix Advisors”), a division of American Stock Transfer & Trust Company, LLC, as information agent by Così, Inc. (“CO

FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

EX-99.4 10 s000623x1ex99-4.htm EXHIBIT 99.4 Exhibit 99.4 FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 Dear Stockholder: This letter is being distributed by Così, Inc. (“Così”) to all holders of record of shares of its common stock, par value $0.01 per share (the “Common S

FORM OF NOTICE OF IMPORTANT TAX INFORMATION

Exhibit 99.8 FORM OF NOTICE OF IMPORTANT TAX INFORMATION The tax information is provided in connection with the prospectus of Così, Inc. (“Così”) dated [●], 2014 (the “Rights Offering Prospectus”). Under the U.S. federal income tax laws, dividend payments that may be made by Così on shares of its common stock, par value $0.01 (the “Common Stock”), issued upon the exercise of non-transferable subsc

BENEFICIAL OWNER ELECTION FORM

EX-99.6 12 s000623x1ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the grant of non-transferable rights (the “Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of Così, Inc. (the “Company”). This will instruct you whether to exercise Rights to

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY __, 2014 (THE ``PROSPECTUS’‘) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FRO

Exhibit 4.5 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS SUPPLEMENT DATED JULY , 2014 (THE ``PROSPECTUS’‘) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS SUPPLEMENT ARE AVAILABLE UPON REQUEST FROM D.F. KING & CO., INC., THE INFORMATION AGENT. Incorporated under the laws of the State of Delaware

FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc.

EX-99.5 11 s000623x1ex99-5.htm EXHIBIT 99.5 Exhibit 99.5 FORM OF LETTER COSÌ, INC. Subscription Rights to Purchase Shares of Common Stock Offered Pursuant to Subscription Rights Distributed to Stockholders of Così, Inc. [•], 2014 To Our Clients: Enclosed for your consideration are a prospectus, dated [•], 2014 (the “Prospectus”), and the “Instructions as to Use of Così, Inc. Rights Certificates” r

COSI / Cosi, Inc. S-1 - Registration Statement -

S-1 1 s000623x1s1.htm TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 26, 2014 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 COSÌ, INC. (Exact name of registrant as specified in its charter) Delaware 06-1393745 (State or other jurisdiction of incorpor

SUBSCRIPTION AGENT AGREEMENT

EX-4.6 3 s000623x1ex4-6.htm EXHIBIT 4.6 Exhibit 4.6 SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of , by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and (the “Company”). 1. The Company is offering (the “Rights Offering”) to the holders of shares of its common stock, par value $ per share (“Common Stock”

COSÌ, INC. NOMINEE HOLDER CERTIFICATION

Exhibit 99.7 COSÌ, INC. NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase shares of common stock (“Common Stock”) of Così, Inc. (“Così”) pursuant to the Rights Offering described and provided for in the Così prospectus dated [•], 2014 (the “Prospectus”), hereby certifies to Così, American Stock T

FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY COSÌ, INC.

EX-99.2 8 s000623x1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS CERTIFICATES ISSUED BY COSÌ, INC. This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated [•], 2014 (the “Prospectus”) of Così, Inc., a Delawar

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 15, 2014 Cosi, Inc.

Così, Inc. Regains Compliance with Nasdaq Listing Standards

Exhibit 99.1 CONTACT: Scott Carlock Chief Financial Officer (857) 415-5020 FOR IMMEDIATE RELEASE Così, Inc. Regains Compliance with Nasdaq Listing Standards BOSTON, MA, September 15, 2014 - Così, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it has received notice from the Listing Qualifications Department of The Nasdaq Capital Market that the Company has regained c

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 26, 2014 Cosi, Inc.