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): April 4, 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 April 4, 2025, Noble Roman’s, Inc. (the “Company”) entered into a further 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”), which now has a balance of approximately $6.6 million. The Amendment extended the maturity of the Senior Note from April 7, 2025 to April 14, 2025. The Company and Corbel are in discussions to extend further the maturity of the Senior Note in connection with the Company’s ongoing progress towards refinancing the Senior Note.

 

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 June 30, 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: April 7, 2025

 

 

 

 

NOBLE ROMAN’S, INC.

 

    
By:/s/  Paul W. Mobley

 

 

Paul W. Mobley 
  Executive Chairman and  
  Chief Financial Officer 

 

 
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