Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On November 26, 2012, Cosi, Inc. (the "Company") received a letter from the Nasdaq staff stating that the Company has failed to comply with the $1.00 minimum bid price required for continued listing of its common stock on The Nasdaq Global Market set forth in Nasdaq Listing Rule 5450(a)(1) and, as a result, the Company's common stock is subject to delisting. The letter also stated that the Company may appeal the staff determination to a Nasdaq Listing Qualifications Panel.

The Company intends to appeal the staff determination to a Nasdaq Listing Qualifications Panel. Although there can be no assurance that the Panel will grant the Company's request for continued listing, the appeal will stay the delisting of the Company's stock from The Nasdaq Global Market pending the Panel's decision. The Company intends to present a plan that includes a discussion of the events that it believes will enable it to regain compliance with Nasdaq Listing Rule 5450(a)(1), which plan will include a commitment to effect a reverse stock split, if necessary. In connection with this plan, we would expect to submit a proposal to the Company's stockholders at the Company's annual meeting asking the shareholders to approve a reverse split which - if approved - the Company believes will satisfy Nasdaq's minimum bid price per share requirement. If approved, the reverse stock split would only be effected if the Company has not otherwise satisfied the NASDAQ minimum price requirement prior to the split.