Così, Inc. Announces Completion of Rights Offering

Così, Inc. (NASDAQ: COSI), the fast casual restaurant company today, announced the completion of its previously announced rights offering that expired on June 30, 2012.

The results indicate that stockholders, including the Company’s officers and outside directors, exercised basic subscription and over-subscription privileges leading to an allocation of 19,661,844 shares representing approximately 85% of the shares available through the rights offering.  Accordingly, the Company will issue shares to stockholders that exercised their basic subscription privileges as well as allocate shares to satisfy over-subscription requests made in the rights offering.

The Company will receive gross proceeds of approximately $12,780,000 from the rights offering, which includes proceeds from executive officers and outside directors pursuant to their purchase agreements.  Subscription rights that were not exercised by June 30, 2012 have expired.

In accordance with the terms of their respective purchase agreements, the Company’s executive officers and outside directors will purchase 1,436,815 shares for an aggregate commitment of $933,930 in a private placement from the Company at the same subscription price offered to stockholders.  These shares represent for our Executive Chair, Chief Executive Officer and one other executive officer and each of our outside directors the full amount of shares subject to his or her basic subscription privilege in the rights offering.  In addition, the Executive Chair, Chief Executive Officer, one other officer, and two of the outside directors will purchase an additional 1,097,508 shares for an aggregate commitment of $713,380 pursuant to the exercise of their over-subscription privileges.  The total commitment for purchases through basic and over-subscription privileges by executive officers and outside directors is $1,647,310.

“I would like to express my appreciation to our shareholders for their continued support,” said Carin Stutz, Chief Executive Officer of Cosi.  “As I stated previously, the proceeds from this offering will assist us in moving forward with our growth initiatives and support efforts to drive additional traffic in our restaurants and for various other general corporate purposes.”

The Company expects the subscription agent to finish tabulating the allocation results this week and to begin distributing the shares on July 18, 2012 upon expiration of the NASDAQ notice period.

In addition, the Company confirmed as previously announced that, in accordance with the terms of the rights offering, the Company’s Rights Agreement has been amended to permit acquisitions of stock pursuant to the rights offering that would result in a stockholder having beneficial ownership of 15% or more of the Company’s outstanding common stock. As a result, stockholders were permitted to acquire shares of common stock in the rights offering that result in aggregate beneficial ownership up to the 19.9% ownership limitation specified in the rights offering without triggering the provisions of the Rights Agreement. However, under the Rights Agreement amendment, any person, together with all affiliates and associates of such person, owning 15% or more of our outstanding common stock as the result of purchases made pursuant to the rights offering is not permitted to thereafter acquire any additional shares unless otherwise permitted by the Rights Agreement.

Così ( is a national fast casual restaurant chain that has developed featured foods built around a secret, generations-old recipe for crackly crust flatbread. This artisan bread is freshly baked in front of customers throughout the day in open-flame stone-hearth ovens prominently located in each of the restaurants. Così’s warm and urbane atmosphere is geared towards its sophisticated, upscale, urban and suburban guests. There are currently 79 Company-owned and 53 franchise restaurants operating in sixteen states, the District of Columbia and the United Arab Emirates. The Così vision is to become America’s favorite fast casual restaurant by providing customers authentic, innovative, savory food while remaining an affordable luxury.

The Cosìmenu features Così sandwiches, freshly-tossed salads, breakfast wraps, melts, soups, Così Squagels, flatbread pizzas, S’mores, snacks and other desserts, and a wide range of coffee and coffee-based drinks and other specialty beverages. Così restaurants are designed to be welcoming and comfortable with an eclectic environment. Così’s sights, sounds, and spaces create a tasteful, relaxed ambience that provides a fresh and new dining experience.