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~~ 16February 2, 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 75.~~01.~~02 ~~Regulation~~Departure FDof ~~Disclosure~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~February 162, ~~2017,~~ Cosi, Inc., a Delaware corporation (the “Company”), ~~for~~entered ~~itself~~into ~~(on~~an aAmendment ~~consolidated~~to ~~basis),~~the ~~and~~Engagement ~~for~~Letter ~~each~~dated ofSeptember ~~Cosi Sandwich Bar~~27, ~~Inc.~~2016, awith ~~Delaware~~The ~~corporation~~O’Connor ~~(“CSB”)~~Group, ~~Xando Cosi Maryland,~~ Inc., ~~a Maryland corporation~~ (“~~Xando Maryland~~TOG”), ~~Hearthstone~~regarding ~~Associates,~~the ~~LLC,~~engagement aof ~~Massachusetts~~TOG, ~~limited~~specifically ~~liability~~Mr. ~~company~~Edward ~~(“Associates”)~~Schatz, ~~and~~by ~~Hearthstone~~the ~~Partners,~~Company. ~~LLC,~~As adisclosed ~~Massachusetts~~in ~~limited~~the ~~liability~~Current ~~company~~Report ~~(“Partners”,~~on ~~together~~Form ~~with~~8-K ~~CSB,~~filed ~~Xando~~February ~~Maryland~~6, ~~and Associates~~2017, ~~each~~in aaddition ~~“Cosi~~to ~~Sub”~~serving ~~and~~as ~~collectively,~~ the ~~“Cosi~~acting ~~Subs”),~~CFO ~~filed~~of athe ~~monthly~~Company’s ~~operating~~bankruptcy ~~report~~estates, ~~for~~Mr. ~~the~~Schatz ~~period~~has ~~from~~been ~~November~~appointed ~~29,~~and ~~2016,~~agreed to ~~January 2~~serve, ~~2017~~as (the ~~“Monthly~~acting ~~Operating~~CEO ~~Report”)~~of ~~with~~ the ~~United~~Company, ~~States~~effective ~~Bankruptcy~~as ~~Court~~of ~~for~~January ~~the~~6, ~~District~~2017, ofand ~~Massachusetts~~continuing ~~(Eastern~~until ~~Division) (~~the ~~“Court”).~~effective ~~The~~date ~~Court~~of ~~has had jurisdiction over~~ the Company’s ~~and~~plan ~~the~~of ~~Cosi~~reorganization. ~~Subs~~The ~~under~~Amendment ~~Chapter~~memorializes ~~11 of~~ the ~~United~~adjusted ~~States~~terms ~~Bankruptcy~~of ~~Code~~TOG’s ~~since~~and ~~they~~Mr. ~~filed~~Schatz’ ~~voluntary Chapter 11 petitions on September 28~~engagement, ~~2016~~subject ~~(Case~~to ~~No.~~approval ~~16-13704~~of ~~(MSH)) (~~the ~~“Chapter~~Bankruptcy 11Court, ~~Cases”). Copies~~as ofdisclosed in the ~~Monthly~~Current ~~Operating~~Report ~~Reports~~on ~~are~~Form ~~attached~~8-K asfiled ~~Exhibits~~February ~~99.1~~7, ~~to 99~~2017.~~5 to this report.~~

~~The~~A ~~information~~copy ~~in this Item 7.01~~ of ~~this~~the ~~Current~~Amendment ~~Report on Form 8-K~~ is ~~being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “~~filed” ~~for~~hereto ~~purposes of Section 18 of the Securities Exchange Act of 1934,~~ as ~~amended~~Exhibit ~~(the “Exchange Act”), or otherwise subject to the liabilities of that section~~10. ~~The~~1 ~~information~~and inis ~~Item 7.01 of this Form 8-K shall not be~~ incorporated, orherein ~~deemed incorporated,~~ by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

~~Cautionary~~On ~~Statement~~February ~~Regarding~~3, 2017, the Company entered into an Independent Contractor Agreement with Chad Fitzhugh, effective as of December 20, 2017 (“Consulting Agreement”), to serve as the Company’s acting Chief Financial ~~Operating~~Officer ~~Data~~of Company operations, effective as of December 20, 2016, and memorializing the terms of his engagement, as disclosed in the Current Report on Form 8-K filed December 28, 2016.

~~The~~A ~~Company~~copy ~~cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose~~ of ~~providing~~ the ~~basis~~Consulting ~~for~~Agreement anis ~~investment~~filed ~~decision~~hereto ~~relating~~as toExhibit ~~any of the Company’s or securities, and relates solely to the Company and the Cosi Subs (collectively the “Debtors”)~~10.2 ~~The Monthly Operating Reports are limited in scope, cover a limited time period,~~ and ~~have~~is ~~been~~incorporated ~~prepared~~herein ~~solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee. The Monthly Operating Reports were not audited or reviewed~~ by ~~independent accountants, are in a format prescribed by applicable requirements of the Office of the United States Trustee and are subject to future adjustment and reconciliation~~reference. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Monthly Operating Reports contain any information beyond that required by the Office of the United States Trustee. The Monthly Operating Reports also contain information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results that would be reflected in the Company’s financial statements that may be expected from any other period or that may be expected if restructuring transactions are consummated. Results set forth in the Monthly Operating Reports should not be viewed as indicative of future results.

~~Additional~~ITEM ~~information~~7.01. onRegulation ~~the~~FD Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and other general information about the Chapter 11 Cases and the 363 sale process, is available at a subscription based service known as PACER at https://pacerDisclosure.~~mab.uscourts.gov/cgi-bin/login.pl.~~

~~ITEM~~Additional ~~9.01.~~information ~~Financial~~on ~~Statements~~the Chapter 11 Cases, including access to documents filed with the Bankruptcy Court and ~~Exhibits~~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 (dthe “Exchange Act”) ~~Exhibits~~, or otherwise subject to the liabilities of such section. The ~~following~~information ~~exhibits~~in ~~are~~Item ~~being~~7.01 ~~furnished~~of ~~herewith~~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.

Exhibit No.		Description		Paper (P) or Electronic (E)
99.1		Cosi, Inc. Consolidated Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017.		E

ITEM 9.01(d).

Exhibits.

99.2 Cosi Sandwich Bar, Inc. Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

Exhibit No.	Description	Paper (P) or Electronic (E)
10.1	Amendment to Engagement Letter, dated February 2, 2017, between The O’Connor Group, Inc., and Cosi, Inc.	E

10.2	Independent Contractor Agreement, dated February 4, 2017, between Chad Fitzhugh and Cosi, Inc.	E

~~99.3 Xando Cosi Maryland, Inc. Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E~~Signatures

99.4 Hearthstone Associates, LLC Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

99.5 Hearthstone Partners, LLC Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. 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: January 20, 2017	/s/ Vicki Baue
Date: February 7, 2017.	/s/ Vicki Baue
	Name:	Vicki Baue
	Title:	V. P. & General Counsel, CCO

EXHIBIT INDEX

Exhibit No.	Description	Paper (P) or Electronic (E)
99.1	Cosi, Inc. Consolidated Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017.	E
10.1	Amendment to Engagement Letter, dated February 2, 2017, between The O’Connor Group, Inc., and Cosi, Inc.	E
10.2	Independent Contractor Agreement, dated February 4, 2017, between Chad Fitzhugh and Cosi, Inc.	E

99.2 Cosi Sandwich Bar, Inc. Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

99.3 Xando Cosi Maryland, Inc. Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

99.4 Hearthstone Associates, LLC Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

99.5 Hearthstone Partners, LLC Monthly Operating Report for the Period from November 29, 2016, to January 2, 2017. E

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