8-K
NOBLE ROMANS INC (NROM)
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): August 27, 2024
| 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<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 4.01 Changes in Registrant’s Certifying Accountant.
After considering the factors it deemed relevant to assessing engagement of a registered independent accounting firm, including whether to retain Assurance Dimensions as the Company’s principal accountant, the Board of Directors of Noble Roman’s, Inc. (the “Company”) determined on August 27, 2024, to dismiss Assurance Dimensions and engage Sassetti LLC (“Sassetti”), subject to customary onboarding procedures, to audit the annual consolidated financial statements as of December 31, 2024 and for the year then ending, and review the quarterly consolidated financial statements, in each case for the Company and its subsidiaries.
During the years ended December 31, 2023 and 2022, and the subsequent interim period through the date hereof, the Company did not consult with Sassetti regarding any matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. The Company issued a news release dated September 3, 2024, announcing the engagement of Sassetti, a copy of which is filed herewith as Exhibit 99.1
During the year ended December 31, 2023, and the subsequent interim period through the date hereof, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Assurance Dimensions on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Assurance Dimensions’ satisfaction, would have caused Assurance Dimensions to make reference thereto in their report; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Assurance Dimensions’ report on the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2023 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended and the related consolidated notes, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Assurance Dimensions did not audit the consolidated financial statements of the Company as of and for the year ended December 31, 2022. Such statements were audited by another auditor whose report was dated April 13, 2023 and which expressed an unmodified opinion on those statements.
The Company has requested that Assurance Dimensions furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. [A copy of Assurance Dimensions’ letter, dated September 3, 2024, is filed as Exhibit 16.1 to this Form 8-K.]
Item 9.01 – Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
| Exhibit Number | Description |
|---|---|
| 16.1 | Letter of Assurance Dimensions dated September 3, 2024 |
| 99.1 | News Release dated September 3, 2024 |
| 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.
| NOBLE ROMAN’S, INC. | ||
|---|---|---|
| Dated: September 3, 2024 | By: | /s/ Paul W. Mobley |
| Paul W. Mobley <br>Executive Chairman and<br><br>Chief Financial Officer | ||
| 3 | ||
| --- |
nrom_ex161.htm 
EXHIBIT 16.1
September 3, 2024
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street NE
Washington, DC 20549
Dear Sir/Madam:
We have read the statements under item 4.01 in the Form 8-K dated September 3, 2024 of Noble Roman’s Inc. to be filed with the Securities and Exchange Commission and we concur with such statements made regarding our firm. We have no basis to agree or disagree with other statements contained herein.
Very truly yours,
Assurance Dimensions, Inc.
Certified Public Accountants
nrom_ex991.htm NEWS BULLETIN ****
EXHIBIT 99.1
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@armaadvisoryservices.com)
Noble Roman’s Engages Sassetti, LLC as its Independent Auditor
(Indianapolis, Indiana) – September 3, 2024 - Noble Roman's, Inc. (OTCQB: NROM), the Indianapolis based franchisor and licensor of Noble Roman’s Pizza and Noble Roman’s Craft Pizza & Pub (“CPP”), today announced the engagement of Sassetti, LLC (“Sassetti”) as its new independent auditor for its consolidated financials statements for the year-ended December 31, 2024 and the quarterly reviews of its financial statements. Sassetti has a well-established pedigree and track record of excellence, having been founded in 1921. Sassetti is headquartered in Oak Brook, Illinois, a suburb of Chicago, which enables an onsite relationship with the company due to their proximity to Noble Roman’s headquarters in Indianapolis.
The firm has extensive experience with auditing companies similar to Noble Roman’s and they are committed to having a partner on location in Indianapolis for much of the audit work. Sassetti provides audit services to more than 160 entities, which represents nearly 40% of the firm’s overall revenue. Sassetti has strong foodservice industry experience and knowledge working with public companies such as Noble Roman’s. The team assigned to work on Noble Roman’s has substantial experience working with public companies and multi-unit franchisors and have a deep understanding of Noble Roman’s service requirements.
Sassetti, a PCAOB firm, is a member of the BDO Alliance USA which provides extensive additional technical resources in numerous disciplines and whose knowledge and experience can be brought to Noble Roman’s if and when necessary.
The audit team assigned to Noble Roman’s will be headed by Izabela Poludniak, CPA, who has been with the Sassetti firm since 2007 with over 15 years of public accounting experience. Aside from her work in the audit and tax departments, Izabela serves as an outsourced CFO and provides advisory services to businesses and non-profits as a part of the firm’s client account and advisory services. Izabela graduated summa cum laude from DePaul University with a Bachelor of Science in Accounting and a Bachelor of Arts in English Literature.
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 indicated by the forward-looking statements due to risks and uncertainties that exist in the company’s operations and business environment, including, but not limited to the continuing after-effects of the COVID-19 pandemic, the ability of franchisees to timely prepare their units for scheduled openings, the company’s ability to maintain adequate staff for new openings, competitive factors and pricing and cost pressures, non-renewal of franchise agreements or the openings contemplated by the development agreement not occurring, shifts in market demand, the success of franchise programs, including the Noble Roman’s Craft Pizza & Pub format, the company’s ability to successfully remediate a material weakness in its controls over financial reporting on a timely basis, general economic conditions, changes in demand for the company’s products or franchises, the company’s ability to service its loans, the impact of franchise regulation, the success or failure of individual franchisees and inflation, other changes in prices or supplies of food ingredients and labor and, as well as the factors discussed under “Risk Factors” contained in this company’s Annual Report on Form 10-K for the year ended December 31, 2023. 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. If activist stockholder activities ensue, the company’s business could be adversely impacted.