Cosi, Inc. (NASDAQ: COSI), the fast casual restaurant company, today announced that it filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for a rights offering to its existing shareholders. 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 $15.0 million. The Company is planning to commence a rights offering in order to raise equity capital in a timely and cost-effective manner, while providing all of Cosi’s shareholders the opportunity to participate.
The proposed rights offering will also include an over-subscription privilege, which will entitle each rights holder that exercises all of its basic subscription privilege in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right.
In conjunction with the rights offering, all of our executive officers and outside directors have agreed to purchase shares that are subject to their basic subscription privilege, at the same subscription price offered to shareholders. Also, five of our executive officers and outside directors have agreed to purchase, at the same subscription price offered to shareholders, shares that would otherwise be available for purchase by them pursuant to the exercise of their over-subscription privileges. The total amount of commitments by the directors and executive officers is $1,647,310.
“After considering several funding alternatives, the Board of Directors and senior management decided it was in the best interest of the Company and its shareholders to proceed with a rights offering at this time,” said Stephen Edwards, Executive Chairman. “We believe completion of the rights offering will position the Company to achieve its full potential.”
“We intend to use the proceeds from this offering for planned growth as well as general corporate purposes, including initiatives to increase traffic in our stores,” said Carin Stutz, Cosi President and Chief Executive Officer.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights will be issued to all shareholders as of a record date which has yet to be determined. The subscription price also has yet to be determined. The Company will provide notice of the record date and subscription price in the future at such time as they are determined. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
April 12, 2012