Item 1.01. Entry into a Material Definitive Agreement.

As described under Item 8.01, on September 30, 2009, Cosi, Inc. (the "Company") announced the filing of a registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") for a rights offering to its existing stockholders. In order to permit acquisitions of stock pursuant to this offering that would result in a stockholder having beneficial ownership of 15% or more of the Company's outstanding common stock, subject to and effective upon the completion of the rights offering, the Company intends to enter into an Amendment (the "Amendment") to the Company's Rights Agreement, dated as of November 21, 2002 (the "Rights Agreement"), in order to permit stockholders to beneficially own 15% or more of the Company's outstanding common stock as the result of acquisitions pursuant to the offering. Therefore, a stockholder will be permitted to acquire shares of the Company's common stock in the rights offering that results in aggregate beneficial ownership by the stockholder, together with its affiliates and associates, up to the 19.9% ownership limitation notwithstanding and without triggering the provisions of the Rights Agreement. However, any person, together with all affiliates and associates of such person, owning 15% or more of the Company's outstanding common stock as the result of purchases made pursuant to the rights offering will not be permitted to thereafter acquire any additional shares unless otherwise permitted by the Rights Agreement.

Item 3.03. Material Modifications to Rights of Security Holders.

The description of the Amendment set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On September 30, 2009, the Company issued a press release announcing the filing of a registration statement on Form S-3 with the SEC for a rights offering to its existing stockholders. The Company plans to make the rights offering through the distribution of non-transferable subscription rights to purchase shares of the Company's common stock, at a subscription price to be determined and subject to an aggregate ownership limitation equal to 19.9% of the Company's common stock. Assuming the rights offering is fully subscribed, the Company currently expects to receive gross proceeds of approximately $5 million. The Company is planning to commence a rights offering in order to raise equity capital in a cost-effective manner that provides all of Cosi's stockholders the opportunity to participate.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.