UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): January 28, 2025

 

NOBLE ROMAN’S, INC.

(Exact name of Registrant as specified in its charter)

 

Indiana

 

 0-11104

 

35-1281154

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

6612 E. 75th Street, Suite 450

Indianapolis, Indiana

 

46250

(Address of principal executive offices)

 

(Zip Code)

 

(317) 634-3377

(Company's telephone number, including area code)

 

Not applicable

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

 

Emerging Growth Company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Effective as of January 28, 2025, Noble Roman’s, Inc. (the “Company”) entered into an amendment (the “Amendment”) to a Senior Secured Promissory Note and Warrant Purchase Agreement, dated as of February 7, 2020 (as previously amended, the “Loan Agreement”), with Corbel Capital Partners SBIC, L.P. (“Corbel”). Pursuant to the Loan Agreement, the Company previously issued to Corbel a senior secured promissory note in the initial principal amount of $8.0 million (the “Senior Note”). The Amendment extended the maturity of the Senior Note from February 7, 2025 until April 7, 2025 which now has a balance of approximately $6.7 million. In connection with such extension, the Company agreed to pay a deferred fee of 1.5% of the loan balance, which is payable upon the earlier of the repayment or extended maturity date of the Senior Note. The Company also agreed to reimburse Corbel for certain of its expenses in preparing this extension in an amount not to exceed $4,500. The Company is currently in discussion with potential lenders and believes that the financing will be complete prior to the extended maturity date.

 

The foregoing description of the Amendment and the Loan Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment which will be filed as an exhibit with the Company’s Form 10-Q for the quarter ended March 31, 2025.

 

* * *

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: January 31, 2025

 

 

NOBLE ROMAN’S, INC.

    
By:/s/ Paul W. Mobley

 

 

Paul W. Mobley

 
  

Executive Chairman and

 
  

Chief Financial Officer

 

 

 
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