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COSI INC Form 8-K: Current report, 2014

COSI INC Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2014-12-30: Form 8-K; Period of report 2014-12-23; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
  • 2014-12-24: Form 8-K; Period of report 2014-12-23; Description 8.01 Other Events; Details 8.01.
  • 2014-12-15: Form 8-K; Period of report 2014-12-15; Description 8.01 Other Events; Details 8.01.
  • 2014-12-10: Form 8-K; Period of report 2014-12-10; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2014-12-308-K2014-12-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On December 23, 2014, Mr. Michael O’Donnell resigned from the Board of Directors of the Company (the “Board”) effective January 1, 2015.
8.01 On December 29, 2014, the Company issued a press release announcing the resignation of Mr. Michael O’Donnell from the Company’s Board of Directors and the appointment of Mr. David Lloyd to the Company’s Board of Directors.
co31920634-8k.htm
2014-12-248-K2014-12-238.01 Other Events8.01 On December 23, 2014, Cosi, Inc. (the “Company”) issued a press release announcing the final results of its previously announced rights offering, which expired at 5:00 p.m., New York City time, on December 12, 2014.co20141223-8k.htm
2014-12-158-K2014-12-158.01 Other Events8.01 On December 15, 2014, Cosi, Inc. (the “Company”) issued a press release announcing the completion of its previously announced rights offering, which expired at 5:00 p.m., New York City time, on December 12, 2014.co31847503-8k.htm
2014-12-108-K2014-12-108.01 Other Events8.01 On December 10, 2014, Cosi, Inc. (the “Company”) issued a press release announcing that it has extended the expiration date of its previously announced rights offering to 5:00 p.m.co31847812-8k.htm
2014-12-058-K2014-12-052.02 Results of Operations and Financial Condition2.02 On December 5, 2014, Cosi, Inc. issued a press release reporting its comparable restaurant sales for the period ended December 1, 2014.co20141205-8k.htm
2014-11-138-K2014-11-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On November 13, 2014, Cosi, Inc. (the “Company”) issued a press release reporting its earnings for the third quarter ended September 29, 2014.
7.01 On November 13, 2014, the Company hosted a teleconference and webcast to discuss its third quarter results.
co20141113-8k.htm
2014-10-238-K2014-10-238.01 Other Events8.01 On October 23, 2014, Cosi, Inc. issued a press release announcing that it has set a subscription price of $1.50 per share for its previously announced rights offering of up to approximately $20.0 million of its common stock to its stockholders of record as of October 31, 2014.co20141023-8k.htm
2014-10-178-K2014-10-162.02 Results of Operations and Financial Condition2.02 On October 16, 2014, Cosi, Inc. issued a press release reporting its comparable restaurant sales for the third quarter ended September 29, 2014.co20141016-8k.htm
2014-09-298-K2014-09-298.01 Other Events8.01 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.co20140929-8k.htm
2014-09-158-K2014-09-158.01 Other Events8.01 On September 15, 2014, Cosi, Inc. issued a press release announcing that it has received notice from the Listing Qualifications Department of The Nasdaq Capital Market that the Company has regained compliance with the Nasdaq Listing Standards by curing the Company’s deficiency in maintaining minimum $2.5 million stockholders’ equity, or $35 million market value of listed securities, or $500,000 of net income from continuing operations requirements for The Nasdaq Capital Market as set forth in Listing Rules 5550(b).co31391167-8k.htm
2014-08-298-K2014-08-265.07 Submission of Matters to a Vote of Security Holdersco31325088-8k.htm
2014-08-268-K2014-08-261.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On August 22, 2014, Cosi, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Lloyd I. Miller Trust C (the “Purchaser”), under which the Company sold to the Purchaser, and the Purchaser purchased from the Company, 521,739 unregistered shares of the Company’s common stock, par value $0.01, at a purchase price of $1.15 per share, pursuant to its right to participate in the previously announced transaction (the “Janus Transaction”) between the Company and a fund managed by Janus Management LLC, a Delaware limited liability company (“Janus”).
3.02 The information set forth in Item 1.01 is incorporated herein by reference.
co31304803-8k.htm
2014-08-198-K2014-08-151.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 As of August 15, 2014, Cosi, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Plaisance Fund, LP, a Delaware limited partnership (the “Purchaser”), pursuant to which the Company agreed to sell to the Purchaser, and the Purchaser agreed to purchase from the Company, up to 3,889,613 unregistered shares of the Company’s common stock, par value of $0.01 per share, at a purchase price of $1.15 per share, which number of shares may be reduced only by the number of shares to be purchased by MILFAM (defined below) or an affiliate thereof pursuant to its right to participate in the transaction.
3.02 The information set forth in Item 1.01 is incorporated herein by reference.
8.01 On August 19, 2014, the Company issued a press release announcing the Company’s entry into the Stock Purchase Agreement and letter agreement summarized in Item 1.01.
co31275068-8k.htm
2014-08-158-K2014-08-142.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On August 14, 2014, Cosi, Inc. issued a press release reporting its earnings for the second quarter ended June 30, 2014.
7.01 On August 14, 2014, the Company hosted a teleconference and webcast to discuss its second quarter results.
co20140814-8k.htm
2014-07-258-K2014-07-258.01 Other Events8.01 On July 25, 2014, the Company issued a press release announcing that, as previously reported, Scott Carlock, the Company’s newly appointed Chief Financial Officer effective July 28, 2014, will be granted 100,000 shares of unregistered restricted stock as a material inducement to accept the Company’s offer of employment and as long-term incentive compensation.co20140725-8k.htm
2014-07-108-K2014-07-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On July 7, 2014, Cosi, Inc. (the “Company”) appointed Scott Carlock as Chief Financial Officer, effective as of July 28, 2014.
8.01 On July 10, 2014, the Company issued a press release announcing the appointment of Scott Carlock as Chief Financial Officer of the Company and the resignation of William E. Koziel as Chief Financial Officer.
co20140710-8k.htm
2014-06-138-K2014-06-115.08 Shareholder Director Nominations; 8.01 Other Events5.08 Cosi Inc. (the “Company”) has postponed the date of its annual meeting of stockholders, which was previously scheduled for June 24, 2014.
8.01 On June 11, 2014, the Company’s Board of Directors reduced the size of the Board to six (6) members, effective at the Company’s 2014 Annual Meeting of Stockholders.
co20140613-8k.htm
2014-06-128-K2014-06-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On June 6, 2014, Robert Merritt notified the Board of Directors (the "Board") of Cosi, Inc. (the "Company") that he will not stand for re-election as a Director on the Board when his current term expires at the Company's 2014 Annual Meeting of Stockholders.co20140611-8k.htm
2014-06-028-K2014-05-275.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On May 27, 2014, Stephen Edwards notified the Board of Directors (the "Board") of Cosi, Inc. (the "Company") that he will not stand for re-election as a Director on the Board when his current term expires at the Company's 2014 Annual Meeting of Stockholders.co20140602-8k.htm
2014-05-238-K2014-05-231.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On May 20, 2014, Cosi, Inc. (the “Company”) entered into a Senior Secured Note Purchase Agreement (the “Purchase Agreement”) with AB Opportunity Fund LLC and AB Value Partners, L.P. (the “Lenders”), pursuant to which the Company sold an aggregate of $2,500,000 in Senior Secured Promissory Notes to the Lenders (the “Notes”) in accordance with the terms and conditions set forth therein.
2.03 The information set forth in Item 1.01 is incorporated herein by reference.
3.02 The information set forth in Item 1.01 is incorporated herein by reference.
co30661419-8k.htm
2014-05-168-K2014-05-152.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On May 15, 2014, Cosi, Inc. issued a press release reporting its earnings for the first quarter ended March 31, 2014.
7.01 On May 15, 2014, the Company hosted a teleconference and webcast to discuss its first quarter results.
co20140516-8k.htm
2014-05-148-K2014-05-145.08 Shareholder Director Nominations5.08 Cosi Inc. (the “Company”) has postponed the date of its Annual Meeting of Stockholders, which was originally scheduled for May 20, 2014.co30546355-8k.htm
2014-04-178-K2014-04-141.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On April 14, 2014, Cosi, Inc. (the “Company”) entered into a Senior Secured Note Purchase Agreement (the “Purchase Agreement”) with Milfam II L.P. (the “Lender”), pursuant to which the Company sold a $5,000,000 Senior Secured Promissory Note to the Lender (the “Note”) in accordance with the terms and conditions set forth therein.
2.03 The information set forth in Item 1.01 is incorporated herein by reference.
3.02 The information set forth in Item 1.01 is incorporated herein by reference.
5.02 On April 14, 2014, Mr. Karl Okamoto resigned from the Board of Directors of the Company (the “Board”).
8.01 On April 14, 2014, the Company issued a press release announcing the Company’s entry into the Loan Documents summarized in Item 1.01, the resignation of Mr. Karl Okamoto from the Company’s Board of Directors and the appointment of Mr. Patrick Bennett to the Company’s Board of Directors.
co20140416-8k.htm
2014-04-168-K2014-04-162.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On April 16, 2014, Cosi, Inc. issued a press release announcing its financial results for the fiscal year ended December 30, 2013.
7.01 On April 16, 2014, the Company hosted a teleconference and webcast to discuss its financial results for the fiscal year ended December 30, 2013.
co30333675-8k.htm
2014-03-218-K2014-03-171.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 On March 18, 2014, Cosi, Inc. (the “Company” or “Cosi”) entered into an Election to Cause Merger Agreement (collectively with all exhibits thereto, the “Agreement”) with Hearthstone Associates, LLC (“Hearthstone”), Robert J. Dourney and Nancy Dourney (collectively with Robert J. Dourney, the “Holders”).
5.02 On March 17, 2014, the Board appointed Robert J. Dourney to serve as a President and Chief Executive Officer of the Company and a director of the Company.
co30168280-8k.htm
2014-03-118-K2014-03-112.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On March 11, 2014, Cosi, Inc. (the “Company”) issued a press release announcing preliminary financial results for the fourth quarter and fiscal year ended December 30, 2013 and sales for January and February 2014.
7.01 On March 11, 2014, the Company also reported that the Company may be interested in discussing options for a financing transaction with one of its large shareholders.
co30123002-8k.htm