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 56, 2017

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)

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 15.~~03.~~02 ~~Bankruptcy~~Departure of Directors or ~~Receivership~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 6, 2017, Cosi, Inc., a Delaware corporation (the “Company”), ~~the~~appointed ~~fast-casual~~Edward ~~restaurant company~~Schatz, ~~today~~Senior ~~announced~~Managing ~~that,~~Director onof ~~January~~The 5,O’Connor ~~2017~~Group, itInc. ~~filed,~~and incurrently ~~the~~acting ~~United~~Chief ~~States~~Financial ~~Bankruptcy~~Officer ~~Court for the District of Massachusetts~~ (~~Eastern Division) (the~~ “~~Court~~CFO”), aof ~~Motion~~the ~~for~~Company’s ~~Authority~~bankruptcy estate, to ~~Deregister~~also ~~Cosi,~~serve ~~Inc.~~as ~~Common~~acting ~~Stock~~Chief ~~[Docket~~Executive ~~No.~~Officer ~~607]~~ (“~~Motion~~CEO”). Byof ~~this Motion,~~ the Company, iseffective ~~requesting~~on ~~the~~that ~~Court~~date toand ~~issue~~continuing anuntil ~~order~~the ~~authorizing~~plan ~~the~~of ~~Company~~reorganization tois ~~deregister~~approved ~~its~~by ~~common~~the ~~stock~~United ~~under~~States ~~Section~~Bankruptcy 12Court offor the ~~Securities~~District ~~Exchange Act~~ of ~~1934,~~Massachusetts as(Eastern ~~amended.~~Division) As(the ~~set~~“Bankruptcy ~~forth~~Court”). Mr. inSchatz, ~~more~~age ~~detail~~46, inreplaces ~~the~~Patrick ~~Order~~Bennett, ~~there~~a ismember noof ~~value to~~ the ~~Debtors~~Company’s ~~estate~~Board inof ~~continuing~~Directors, who had agreed to ~~maintain~~serve as the Company’s ~~status~~interim asCEO a& ~~publicly-traded~~President ~~company~~from ~~and~~August 22, ~~further~~2016, ~~that~~until ~~deregistration will serve to afford~~ the ~~Debtors’~~end ~~estates~~of ~~significant~~December ~~cost~~2016, ~~savings~~at which ~~they~~time ~~would~~he ~~otherwise~~had ~~incur~~planned into ~~connection~~step ~~with~~down ~~applicable~~from ~~reporting~~that ~~and~~position ~~compliance~~due ~~requirements~~to ofother ~~the~~business ~~Security and Exchange Commission~~commitments.

The ~~Court~~Company has ~~scheduled~~agreed, asubject ~~hearing~~to on the ~~Motion~~approval toof ~~take~~the ~~place~~Bankruptcy ~~on February 15~~Court, ~~2017,~~to atpay ~~10:00~~compensation ~~a.m.~~to ~~(Eastern)~~Mr. ~~The~~Schatz ~~hearing~~and isTOG ~~before~~for ~~the~~services ~~Honorable~~rendered ~~Melvin~~by SMr. ~~Hoffman,~~Schatz ~~Chief~~as ~~United~~acting ~~States~~CFO ~~Bankruptcy~~of ~~Judge, at~~ the ~~United~~Company’s ~~Sates~~bankruptcy ~~Bankrutpcy~~estate ~~Court~~and ~~located~~acting atCEO ~~Courtroom~~in ~~No.~~the 2,amount ~~12th Floor~~ of ~~the~~a ~~John~~flat W.fee ~~McCormack~~of ~~Post Office and Courthouse~~$25,000 5per ~~Post Office Square~~month, ~~Boston, Massachusetts. The deadline~~ to ~~object~~be ~~and~~calculated/oradjusted ~~respond~~pro torata ~~the~~for ~~Motion~~any ispartial ~~February 1, 2017, at 4:30 p~~month.~~m. (Eastern).~~

The ~~foregoing~~engagement ~~description~~letter ofdated ~~the~~September ~~Motion~~6, ~~does~~2016, ~~not~~as ~~purport~~amended ~~to be complete~~ and ~~are~~restated ~~qualified~~September in27, ~~their entirety by reference to the Motion~~2016, ~~copies~~will ofbe ~~which~~further ~~are~~amended ~~filed~~to asreflect ~~Exhibit~~these 10changes.1 A tocopy ~~this~~of ~~Current~~the ~~Report~~amendment onto ~~Form~~the ~~8-K~~engagement ~~and~~letter ~~incorporated~~will inbe ~~this~~filed ~~Item~~when 1finalized.~~03 by reference.~~

~~ITEM~~Mr. 3Schatz has been associated with TOG since 2002, providing turnaround services to a wide range of middle market companies.~~03.~~ In ~~Material~~addition ~~Modification~~to turnarounds, he has significant experience in the area of ~~Rights~~out of ~~Security~~court ~~Holders~~wind downs, liquidations, bankruptcy and divestures of distressed businesses as well as buy and sell side advisory services.

(Mr. Bennett will continue as a), ~~(b)~~member of the Company’s Board of Directors

The information set forth above in Item 1.03 of this Form 8-K regarding the Motion for Authority to Deregister Cosi, Inc. Common Stock [Docket No. 607] 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. Financial Statements and Exhibits.

Exhibit No.		Description		Paper (P) or Electronic (E)
4.1		Motion for Authority to Deregister Cosi, Inc. Common Stock [Docket No. 607]		E

Signatures

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: January 6, 2017.	/s/ Vicki Baue
Date: January 12, 2017.	/s/ Vicki Baue
	Name: Vicki Baue
	Title: V. P. & General Counsel, CCO

EXHIBIT INDEX

Exhibit No.		Description		Paper (P) or Electronic (E)
4.1		Motion for Authority to Deregister Cosi, Inc. Common Stock [Docket No. 607]		E

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