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 27, 2016

Cosi, Inc. (Exact Name of Registrant as Specified in Its Charter)

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, Massachusetts		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)

Delaware	000-50052	06-1393745
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

294 Washington Street, Suite 510; Boston, Massachusetts	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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.0103 Bankruptcy ~~Entry~~or ~~into a Material Definitive Agreement~~Receivership

~~Così~~Cosi, Inc. (the “Company”), the fast-casual restaurant company, today announced that, on ~~November~~December 297, ~~2016~~2017, ~~it filed in~~ the United States Bankruptcy Court for the District of Massachusetts (Eastern Division) ~~a Notice of Winning Bidder, stating that LIMAB LLC~~ (the “~~LIMAB~~Court”) isentered the ~~winning~~Final ~~bidder~~Order ~~pursuant~~Approving toNotification ~~the bidding procedures approved by the Bankruptcy Court on October 24, 2016, as subsequently amended. The Company~~ and ~~LIMAB~~Hearing ~~also~~Procedures ~~filed~~For ~~with~~Certain ~~the~~Transfers ~~Bankruptcy Court an Asset Purchase Agreement dated as~~ of ~~October~~Common ~~18,~~Stock ~~2016,~~[Docket asNo. ~~amended~~520] (~~the~~ “~~Purchase Agreement~~Order”),. The ~~which~~Order ~~Purchase~~sets ~~Agreement~~forth ~~remains subject to approval of~~ the ~~Bankruptcy~~procedures, ~~Court.~~including ~~Pursuant~~notice torequirements, ~~the~~that ~~Purchase~~Substantial ~~Agreement~~Shareholders, ifor ~~approved~~potential bySubstantial ~~the Bankruptcy Court~~Shareholders, ~~LIMAB~~must ~~and~~comply ~~the~~with ~~Company~~regarding ~~have~~transfers ~~agreed that LIMAB will acquire substantially all~~ of the ~~assets the~~ Company’s ~~and~~common ~~its~~stock ~~subsidiaries,~~(“Procedures”). onThe ~~the~~ terms ~~set~~and ~~forth~~conditions inof the ~~Purchase~~Procedures ~~Agreement~~were ~~through~~immediately ~~either~~effective ~~(i)~~and aenforceable ~~sale~~upon ~~under~~entry 11of ~~U.S.C.~~the §Order ~~363~~by orthe ~~(ii) a Chapter 11 plan of reorganization~~Court.

~~The~~Any ~~foregoing~~transfer ~~description~~of beneficial ownership of the ~~Purchase~~Company’s ~~Agreement~~common ~~does~~stock ~~not~~in ~~purport~~violation toof bethe ~~complete~~Procedures, ~~and~~including isthe ~~qualified~~notice inrequirements, ~~its~~are ~~entirety~~null byand ~~reference~~void toab ~~the~~initio, ~~Purchase~~and ~~Agreement,~~the aperson ~~copy~~or ofentity ~~which~~making issuch ~~filed~~transfer aswill ~~Exhibit~~be ~~10.1~~required to ~~this~~take ~~Current~~such ~~Report~~steps onas ~~Form~~the ~~8-K~~Court ~~and~~determines ~~incorporated~~are necessary in ~~this~~order ~~Item~~to ~~1.01~~be byconsistent ~~reference~~with such transfer being null and void ab initio.

For purposes of the Procedures, a “Substantial Shareholder” is any entity or individual that has beneficial ownership of at least 2,136,131 shares of common stock (representing approximately 4.5% of all issued and outstanding shares of common stock.

A copy of the Procedures is available on the Company’s website at www.getcosi.com, Investor Information, SEC Filings, Form 8-K dated December 13, 2016.

ITEM 3.03(a), (b) Material Modification of Rights of Security Holders

The information set forth above in Item 1.03 of this Form 8-K regarding the Final Order Approving Notification and Hearing Procedures For Certain Transfers of Common Stock [Docket No. 520] is incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure

Additional information on the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases, is available at a subscription based service known as PACER at https://pacer.mab.uscourts.gov/cgi-bin/login.pl.

The information in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

ITEM 9.01(d). Exhibits

Exhibit No.	Description	Paper (P) or Electronic (E)
10.1	Asset Purchase Agreement, dated October 18, 2016, among Cosi, Inc., Hearthstone Partners, LLC, Hearthstone Associates, LLC, Xando Cosi Maryland, Inc., Cosi Sandwich Bar, Inc., and LIMAB LLC.	E
4.1	Final Order Approving Notification and Hearing Procedures For Certain Transfers of Common Stock [Docket No. 520]	E
10.2	Amendment No. 1 to Asset Purchase Agreement, dated October 28, 2016.	E
10.3	Amendment No. 2 to Asset Purchase Agreement, dated November 17, 2016.	E
10.4	Amendment No. 3 to Asset Purchase Agreement, dated November 22, 2016	E

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: December 2, 2016.	/s/ Vicki Baue
Date: December 13, 2016.	/s/ Vicki Baue
	Name: Vicki Baue
	Title: V. P. & General Counsel, CCO

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
10.1	Asset Purchase Agreement, dated October 18, 2016, among Cosi, Inc., Hearthstone Partners, LLC, Hearthstone Associates, LLC, Xando Cosi Maryland, Inc., Cosi Sandwich Bar, Inc., and LIMAB LLC.	E
4.1	Final Order Approving Notification and Hearing Procedures For Certain Transfers of Common Stock [Docket No. 520]	E
10.2	Amendment No. 1 to Asset Purchase Agreement, dated October 28, 2016.	E
10.3	Amendment No. 2 to Asset Purchase Agreement, dated November 17, 2016.	E
10.4	Amendment No. 3 to Asset Purchase Agreement, dated November 22, 2016	E

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