Noble Romans Inc DEFA14A, filed Aug 9, 2023
Noble Romans Inc (NROM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☑ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
NOBLE ROMAN’S, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11 |
On August 9, 2023, Noble Roman’s, Inc. issued the following press release:
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@armaadvisoryservices.com)
Federal Court Denies BT Brands, Inc.’s Motion for Temporary Restraining Order and Preliminary Injunction; Noble Roman’s Annual Meeting to be Held as Scheduled on August 10, 2023
(Indianapolis, Indiana) – August 9, 2023 - Noble Roman’s, Inc. (OTCQB: NROM) (“Noble Roman’s” or the “Company”), the Indianapolis based franchisor and licensor of Noble Roman’s Pizza and Noble Roman’s Craft Pizza & Pub, today issued a press release further updating information for its upcoming annual meeting of shareholders of the Company to be held on August 10, 2023.
As previously disclosed, BT Brands, Inc. (“BTB”) filed a motion for temporary restraining order and preliminary injunction in the United States District Court for the Southern District of Indiana (the “Court”) with respect to the annual meeting seeking, among other things, a court order requiring the Company to accept BTB’s disqualified nomination at the annual meeting. Today, the Court issued an order denying BTB’s motion for a temporary restraining order and preliminary injunction based, in part, on the failure of BTB to establish a sufficient likelihood of success on its arguments against the Company. The Court noted in its order that “[Mr.] Copperud’s nomination was disqualified by the simple application of a longstanding and openly known bylaw.” The Company continues to believe the plaintiffs’ claims are without merit and will continue to vigorously defend its interests.
The Company will hold the annual meeting as scheduled tomorrow, August 10, 2023, at 10:30 a.m. at the conference room in Heritage Park at 6612 E. 75th Street, Indianapolis, Indiana 46250. The Company urges any shareholder who has not returned or otherwise voted via a WHITE proxy card to do so as soon as possible to ensure a quorum is present at the meeting. If a shareholder has returned a BLUE proxy card, the shareholder can revoke it at any time before the meeting by delivering to the Company another proxy bearing a later date, by submitting written notice of the revocation to the Company’s corporate secretary, or by personally appearing at the annual meeting and casting a contrary vote.
The statements contained above 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 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 company’s ability to successfully operate an increased number of company-owned restaurants, the outcome of the election of directors at the company’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 company’s products or franchises, the company’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 company’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.
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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.”
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