8-K

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): July 10, 2023

NOBLE ROMAN’S, INC.
(Exact name of Registrant as specified in its charter)
Indiana	0-11104	35-1281154
---	---	---
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
6612 E. 75th Street, Suite 450<br><br>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 7.01 Regulation FD Disclosure.

On July 10, 2023, Noble Roman’s, Inc. (the “Company”) issued a press release announcing an interim update regarding certain aspects of its financial performance in the second quarter. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The Company also posted on its website (www.nrom.info/presentation) a slide presentation related to its current operations. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K. The information contained or incorporated in our website is not part of this filing.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information and Exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	Noble Roman’s, Inc. Press Release dated July 10, 2023
99.2	Noble Roman’s, Inc. Shareholder Presentation

*            *          *

2

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: July 10, 2023

	NOBLE ROMAN’S, INC.
Date	By:	/s/ Paul W. Mobley
		Paul W. Mobley
		Executive Chairman and
		Chief Financial Officer
3
---

btb_ex991.htm EXHIBIT 99.1

NEWS BULLETIN	RE: NOBLE ROMAN’S, INC.

---

6612 E. 75th Street, Suite 450

Indianapolis, IN 46250

FOR ADDITIONAL INFORMATION, CONTACT:

For Media Information: Scott Mobley, President & CEO (smobley@nobleromans.com)

For Investor Relations: Paul Mobley, Executive Chairman (pmobley@nobleromans.com)

Mike Cole, Investor Relations: 949-444-1341 (mike.cole@mzgroup.us)

Noble Roman’s Issues Additional 2^nd^ Quarter Interim Update

(Indianapolis, Indiana) – July 10, 2023 - Noble Roman’s, Inc. (OTCQB: NROM), the Indianapolis based franchisor and licensor of Noble Roman’s Pizza and Noble Roman’s Craft Pizza & Pub, today issued an additional follow-up report on the 2^nd^ quarter and made public an updated 2023 shareholder presentation.

Scott Mobley, Noble Roman’s President and CEO, stated, “In our last interim update on June 20^th^, we announced that we had so far signed 28 new franchise agreements for our non-traditional segment this year. I am pleased to report that we actually concluded the 2^nd^ quarter with a total of 41 new franchise agreements so far in 2023. This is an exciting achievement and exceeds the number signed for the entirety of 2022. We are now heavily focused on moving these from signed agreements to open units generating ongoing revenue streams.

“We also continued the efficiencies in operating costs in June that we achieved in the Craft Pizza & Pub segment during April and May. We pivoted to increased value promotion during July, having seen signs of consumer spending weakness, but the cost of that promotion should prove to be more than overcome by the robust increase in sales it generated.

“Finally, we would like to announce the availability of the 2023 Shareholder Presentation which may be obtained at www.nrom.info/presentation (or as Exhibit 99.2 to the company’s Current Report on Form 8-K filed today, July 10, 2023). Although we will provide a few updates to the information in this report on August 10^th^ at our annual meeting of shareholders, the material contains timely information for both new and existing shareholders; we thought many might appreciate access to it now.”

Mobley concluded by saying, “As I stated in our last update, we will remain focused on and pursue our strategies to: continue the accelerated growth of our non-traditional franchise locations; maintain improved margins and staffing stability at our company-owned Craft Pizza & Pub restaurants; and address the company’s capital resources to enable faster growth of company-owned and franchised Craft Pizza & Pub locations.”

The statements contained above concerning the c ompany’s future revenues, profitability, financial resources, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the c ompany that are based on the beliefs of the management of the c ompany, as well as assumptions and estimates made by and information currently available to the c ompany’s management. The c ompany’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the c ompany’s operations and business environment, including, but not limited to the continuing effects of the COVID-19 pandemic and its aftermath, competitive factors and pricing and cost pressures, non-renewal of franchise agreements, shifts in market demand, the success of franchise programs, including the Noble Roman’s Craft Pizza & Pub format and the ability to convert the sales pipeline into sold units , the c ompany’s ability to successfully operate an increased number of c ompany-owned restaurants, the outcome of the election of directors at the c ompany’s 2023 annual meeting of shareholders (as discussed under “Part II-Other Information” in Form 10-Q filed with SEC on May 10, 2023 ), general economic conditions, changes in demand for the c ompany’s products or franchises, the c ompany’s ability to service its loans and refinance its debt under suitable terms , the acceptance of the amended federal Form 941 returns relating to the ERTC, the impact of franchise regulation, the success or failure of individual franchisees and inflation and other changes in prices or supplies of food ingredients and labor as well as the factors discussed under “Risk Factors” contained in this c ompany’s Annual Report on Form 10-K for the year ended December 31, 2022. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended.

1

-END-

Important Additional Information

The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with its upcoming 2023 Annual Meeting. The Company filed its definitive proxy statement and a WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2023 in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Information can also be found in the Company’s other SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2022, filed on April 13, 2023. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge on the Company’s website at www.nobleromans.com under the heading “Investor Relations.”

2

btb_ex992.htm