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): February 7, 2020

 

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.

 

On February 7, 2020, Noble Roman’s, Inc. (the “Company”) entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (the “Agreement”) with Corbel Capital Partners SBIC, L.P. (the “Purchaser”). Pursuant to the Agreement, the Company issued to the Purchaser a senior secured promissory note (the “Note”) in the initial principal amount of $8 million. The Company has used or will use the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay in their entirety the Company’s existing bank loans which were in the original amount of $6.1 million; (ii) $1,275,000 was used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which had not previously been extended to January 2023; and (iii) the remaining net proceeds will be used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

 

The Note bears cash interest of LIBOR, as defined in the Agreement, plus 7.75%. In addition, the Note requires payment-in-kind interest (“PIK Interest”) of 3% per annum, which will be added to the principal amount of the Note. Interest is payable in arrears on the last calendar day of each month. The Note matures on February 7, 2025. The Note does not require any fixed principal payments until February 28, 2023, at which time required monthly payments of principal in the amount of $33,333 begin and continue until maturity. The Note requires the Company to make additional payments on the principal balance of the Note based on its consolidated excess cash flow, as defined in the Agreement.

 

The repayment of the $1,275,000 in subordinated debt from the proceeds of the Note eliminated the potential future dilution from the possible issuance of an aggregate of 3,825,000 shares of common stock, no par value, of the Company (the “Common Stock”) into which the convertible notes were convertible and for which the warrants attached to such notes were exercisable, likely without consideration to the Company. In conjunction with the Note, the Company issued to the Purchaser a warrant (the “Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Warrant entitles the Purchaser to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.57 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.72 per share (“Tranche 2”), and (iii) 150,000 shares of Common Stock at an exercise price of $0.97 per share (“Tranche 3”). The Purchaser is required to exercise the Warrant with respect to Tranche 1 if the Common Stock is trading at $1.40 per share or higher for a specified period, and is further required to exercise the Warrant with respect to Tranche 2 if the Common Stock is trading at $1.50 per share or higher for a specified period. Cashless exercise of the Warrant is only permitted with respect to Tranche 3. The Purchaser has the right, within six months after the issuance of any shares under the Warrant, to require the Company to repurchase such shares for cash or for Put Notes, at the Company's discretion. The Warrant expires on the sixth anniversary of the date of its issuance. The sale and issuance of the Warrant to the Purchaser is exempt from registration under the Securities Act of 1933, as amended, by virtue of the exemptions provided in Section 4(a)(2) thereof and Regulation D of the rules and regulations promulgated thereunder.

 

The Agreement contains customary affirmative and negative covenants, including, among other things, covenants requiring the Company to maintain certain financial ratios. The Company’s obligations under the Agreement are secured by first priority liens on all of the Company’s and its subsidiaries’ assets.

 

The foregoing description of the Agreement, the Note and the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, the Note and the Warrant, copies of which will be filed as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

 

On February 10, 2020, the Company issued a news bulletin announcing the Agreement, the Note and the Warrant, a copy of which is furnished as Exhibit 99.1 hereto.

 

Item 1.02 – Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 2.03 – Creation of a Direct Financial Obligation or an Obligation of an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 3.02 – Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 9.01 – Financial Statements and Exhibits.

 

 

Exhibit Number	Description
99.1	News Bulletin Issued February 10, 2020

 

* * *

 

 

SIGNATURES

 

 

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

NEWS BULLETIN	RE:NOBLE ROMAN'S, INC.
	6612 E. 75th Street, Suite 450
	Indianapolis, IN 46250

FOR ADDITIONAL INFORMATION, CONTACT:

Media Information - Scott Mobley, President &CEO:[email protected]

Investor Relations - Paul Mobley, Executive Chairman:[email protected]

 

Noble Roman’s Completes Strategic New Financing Package

 

(Indianapolis, Indiana) –February 10, 2020. Noble Roman's, Inc. (OTCQB: NROM),the Indianapolis based franchisor and operator of Noble Roman’s Pizza and Noble Roman’s Craft Pizza & Pub announced today that it has completed a new financing package that provides for three new company-owned Craft Pizza & Pub locations, the repayment of its existing term loan and the repayment of all non-extended subordinated convertible debt.

 

The development funds provided for in the new financing package will be used for three new units of the company’s flagship Craft Pizza & Pub restaurants. These new locations will be developed in central Indiana in areas surrounding Indianapolis and are planned to be opened during the current year, 2020. In addition, the new financing package consolidated the company’s existing debt with the new expansion capital by repayingthe balance of $4.2 million on former bank loans, which represented the remaining balance of term loans in the original amount of $6.1 million. The new loan also provided funds to repay $1,275,000 of the company’s subordinated convertible debt leaving $625,000 of subordinated debt for which the maturity had previously been extended to January 31, 2023.

 

The new financing consists of an $8 million senior secured term loan with a 5-year maturity. The cash interest rate on the term loan is LIBOR + 7.75% per annum, which at the current time would be 9.42% per annum, payable monthly in arrears. The term loan also calls for payment-in-kind (PIK) interest of 3% per annum. The term loan does not require any fixed principal amortization until February 28, 2023. Thereafter, principal payments will be made at the rate of $33,333 per month. Additional principal payments will be made utilizing a formula which is based on adjusted EBITDA minus capital expenditures, the cash portion of interest charges, any cash taxes paid, the regularly scheduled debt payments, increases or minus decreases in working capital, extraordinary non-operating losses, and certain charges attributable to de novo new restaurant openings. The new term loan requires customary covenants for a loan of this nature along with two standard financial requirements which must be maintained.

 

The new financing package also results in a significant decrease in potential future equity dilution in the amount of 1,575,000 shares. The repayment of the $1,275,000 in subordinated debt eliminates 3,825,000 shares of potential future dilution where the company would likely receive no cash. In exchange, the company has issued warrants for 2,250,000 shares which must be exercised for cash and which have forced exercise provisions. These warrants were issued in three tranches. Tranche 1 is a warrant for 1,200,000 shares at an exercise price of $.57 per share; Tranche 2 is for 900,000 shares at an exercise price of $.72 per share; Tranche 3 is for 150,000 shares at an exercise price of $.97 per share. All warrants must be exercised for cash - no cashless exercise is allowable. There is a forced exercise provision for Tranche 1 if the company's stock is trading at $1.40 per share and for Tranche 2 if the company's stock is trading at $1.50 per share. The exercise of the warrants would provide the company with additional funds to further expand the number of company-owned Craft Pizza & Pub locations.

 

The statements contained in this press release concerning the company'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 company that are based on the beliefs of the management of the company, as well as assumptions and estimates made by and information currently available to the company's management. The company's actual results in the future may differ materially from those projected in the forward-looking statements due to risks and uncertainties that exist in the company’s operations and business environment, including, but not limited to, competitive factors and pricing pressures, non-renewal of franchise agreements, shifts in market demand, the success of new franchise programs, including the new Noble Roman’s Craft Pizza & Pub format, the company’s ability to successfully operate an increased number of company-owned restaurants, general economic conditions, changes in purchases of or demand for the company's products, licenses or franchises, the success or failure of individual franchisees and licensees, changes in prices or supplies of food ingredients and labor, and dependence on continued involvement of current management. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may differ materially from those described herein as anticipated, believed, estimated, expected or intended. The company undertakes no obligations to update the information in this press release for subsequent events.