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. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 000-50052 | 06-1393745 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
294 Washington Street, Suite 510 Boston, MA | 02108 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (857) 415-5000
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 8.01. | Other Events. |
On September 29, 2014, Cosi, Inc. (the “Company”) issued a press release announcing the filing of a registration statement on Form S-1 with the SEC for a rights offering to its existing stockholders. The Company plans to make the rights offering through the distribution of non-transferable subscription rights to purchase shares of the Company's common stock, at a subscription price to be determined and subject to an aggregate ownership limitation equal to 19.9% of the Company’s common stock. Assuming the rights offering is fully subscribed, the Company currently expects to receive gross proceeds of approximately $20 million. The Company is planning to commence the rights offering in order to raise equity capital in a cost-effective manner that provides all of its stockholders the opportunity to participate.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release of Cosi, Inc., dated September 29, 2014. |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cosi, Inc. | |||
| Date: September 29, 2014 | By: | /s/ Scott Carlock | |
| Name: Scott Carlock | |||
| Title: Chief Financial Officer | |||
EXHIBIT INDEX
Exhibit No. | Description | Paper (P) or Electronic (E) | ||
| 99.1 | Press Release of Cosi, Inc., September 29, 2014. | E |