Equibles

10-Q

NOBLE ROMANS INC (NROM)

10-Q 2025-12-29 For: 2025-09-30
View Original
Added on April 06, 2026

United States

SECURITIES AND EXCHANGE COMMISSION

Washington , D.C.  20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025

Commission file number:  0-11104

NOBLE ROMAN’S, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-1281154
--- ---
(State or other jurisdiction of organization) (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

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐ Accelerated Filer ☐
Non-Accelerated Filer ☒ Smaller Reporting Company ☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 25, 2025, there were 22,215,512 shares of Common Stock, no par value, outstanding.

PART I  -  FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited consolidated financial statements are included herein:

The following unaudited consolidated financial statements are included herein:
Condensed consolidated balance sheets as of December 31, 2024 and September 30, 2025 (unaudited) Page 3
Condensed consolidated statements of operations for the three-month and nine-month periods ended September 30, 2024 and 2025 (unaudited) Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended September 30, 2024 and 2025 and nine-month periods ended September 30, 2024 and 2025 (unaudited) Page 5
Condensed consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2025 (unaudited) Page 6
Notes to condensed consolidated financial statements (unaudited) Page 7
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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited and Not Reviewed)

Assets December 31,<br><br>2024 September 30,<br><br>2025
Current assets: (not reviewed) (not reviewed)
Cash $ 710,227 $ 719,500
Employee Retention Tax Credit Receivable 507,726 507,726
Accounts receivable - net 586,554 723,065
Inventories 986,975 1,038,756
Prepaid expenses 194,902 264,271
Total current assets 2,986,384 3,253,318
Property and equipment:
Equipment 4,349,205 4,427,934
Leasehold improvements 3,142,591 3,178,330
7,491,796 7,606,264
Less accumulated depreciation and amortization 3,583,276 3,877,732
Net property and equipment 3,908,520 3,728,532
Deferred tax asset 3,532,199 3,230,263
Deferred contract cost 1,604,952 1,696,452
Goodwill 278,466 278,466
Operating lease right of use assets 4,154,804 3,546,069
Other assets including long-term portion of receivables-net 303,922 350,956
Total assets $ 16,769,247 $ 16,084,056
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses $ 840,848 $ 470,213
Current portion of operating lease liability 870,140 976,414
Current portion of Corbel loan payable 1,066,668 5,691,623
Convertible notes payable 575,000
Warrant liability 538,822 517,193
Total current liabilities 3,316,478 8,230,443
Long-term obligations:
Term loan payable to Corbel net of current portion 5,551,738 -
Convertible notes payable 575,000 -
Operating lease liabilities - net of short-term portion 3,505,718 2,771,316
Deferred contract income 1,604,952 1,696,452
Total long-term liabilities 11,237,408 4,467,768
Total liabilities 14,553,886 12,698,211
See Note 9 regarding Contingencies
Stockholders’ equity:
Common stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2024 and as of September 30, 2025) 24,867,778 24,896,957
Accumulated deficit (22,652,417 ) (21,511,112 )
Total stockholders equity 2,215,361 3,385,845
Total liabilities and stockholders’ equity $ 16,769,247 $ 16,084,056

See accompanying notes to condensed consolidated financial statements (unaudited

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited and Not Reviewed)

Three months ended<br><br>September 30, Nine months ended<br><br>September 30,
2024 2025 2024 2025
Revenue: (not reviewed) (not reviewed) (not reviewed) (not reviewed)
Restaurant revenue - company-owned restaurants $ 2,195,167 $ 2,286,707 $ 6,413,242 $ 6,630,583
Restaurant revenue - company-owned non-traditional 218,193 331,812 693,045 921,409
Franchising revenue 1,437,664 1,467,655 4,298,703 4,367,815
Administrative fees and other 29,142 57,479 45,959 64,433
Total revenue 3,880,166 4,143,653 11,450,949 11,984,240
Operating expenses:
Restaurant expenses - company-owned restaurants 2,021,828 1,994,014 5,831,544 5,893,883
Restaurant expenses - company-owned non-traditional 269,675 303,929 730,723 871,523
Franchising expenses 499,781 459,998 1,450,143 1,401,190
Total operating expenses 2,791,284 2,757,941 8,012,410 8,166,596
Depreciation and amortization 96,068 97,949 288,634 294,998
General and administrative expenses 566,275 468,145 1,713,691 1,278,811
Defense against activist shareholder 9,916 552 29,458 9,132
Total expenses 3,463,543 3,324,588 10,044,193 9,749,537
Operating income 416,623 819,065 1,406,756 2,234,703
Interest expense 415,524 405,534 1,244,889 1,158,870
Decrease in fair value of warrant (192,215 ) (367,408 ) (1,828 ) (367,408 )
Income before income taxes 193,314 780,939 163,695 1,443,241
Income tax expense - 141,147 - 301,936
Net income $ 193,314 $ 639,792 $ 163,695 $ 1,141,305
Earnings per share – basic:
Net income $ 0.01 $ 0.03 $ 0.01 $ 0.05
Weighted average number of common shares<br><br>outstanding 22,215,512 22,215,512 22,215,512 22,215,512
Diluted earnings per share:
Net income $ 0.01 $ 0.03 $ 0.01 $ 0.04
Weighted average number of common shares outstanding 24,149,723 25,966,081 24,368,453 25,966,081

See accompanying notes to condensed consolidated financial statements (unaudited).

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in

Stockholders’ Equity

(Unaudited and Not Reviewed)

Nine Months Ended

September 30, 2025:

Common Stock Accumulated
Shares Amount Deficit Total
Balance at December 31, 2024 22,215,512 $ 24,867,778 $ (22,652,417 ) $ 2,215,361
Net income for nine months ended September 30, 2025 1,141,305 1,141,305
Amortization of value of employee stock options 29,179 29,179
Balance at September 30, 2025 22,215,512 $ 24,896,957 $ (21,511,112 ) $ 3,385,845

Three Months Ended

September 30, 2025:

Common Stock Accumulated
Shares Amount Deficit Total
Balance at June 30, 2025 22,215,512 $ 24,887,761 $ (22,150,904 ) $ 2,736,857
Amortization of value of employee stock options 9,196 9,196
Net income for three months ended September 30, 2025 639,792 639,792
Balance at September 30, 2025 22,215,512 $ 24,896,957 $ (21,511,112 ) $ 3,385,845

Nine Months Ended

September 30, 2024:

Common Stock Accumulated
Shares Amount Deficit Total
Balance at December 31, 2023 22,215,512 $ 24,840,126 $ (22,649,243 ) $ 2,190,883
Net income for nine months ended September 30, 2024 163,695 163,695
Amortization of value of employee stock options 17,661 17,661
Balance at September 30, 2024 22,215,512 $ 24,857,787 $ (22,485,548 ) $ 2,372,239

Three Months Ended

September 30, 2024:

Common Stock Accumulated
Shares Amount Deficit Total
Balance at June 30, 2024 22,215,512 $ 24,846,109 $ (22,678,862 ) $ 2,167,247
Amortization of value of employee stock options 11,678 11,678
Net income for three months ended September 30, 2024 193,314 193,314
Balance at September 30, 2024 22,215,512 $ 24,857,787 $ (22,485,548 ) $ 2,372,239

See accompanying notes to condensed consolidated financial statements (unaudited).

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Noble Roman’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited and Not Reviewed)

Nine months ended<br><br>September 30,
2024 2025
OPERATING ACTIVITIES (not reviewed) (not reviewed)
Net income $ 163,695 $ 1,141,305
Adjustments to reconcile net income to net cash provided by operating activities:
Change in fair value of warrant (1,828 ) (21,629 )
Depreciation and amortization 288,634 294,456
Interest paid-in-kind 219,151 158,309
Additional debt discount incurred (556,362 )
Accretion of debt discount 153,425 263,153
Stock option expense 17,661 29,179
Amortization of right-of-use lease assets 575,720 608,736
Amortization of operating lease liabilities (594,877 ) (628,128 )
Deferred income taxes - 301,936
Changes in operating assets and liabilities:
(Increase) decrease in:
Accounts receivable 386,946 (136,511 )
Inventories (466 ) (51,781 )
Prepaid expenses 155,750 (69,369 )
Deferred contract income net of deferred contract cost (14,181 ) -
Other assets including long-term portion of receivables (27,828 ) (47,033 )
(Decrease) in:
Accounts payable and accrued expenses (825,399 ) (370,635 )
NET CASH PROVIDED BY OPERATING ACTIVITIES 496,403 915,626
INVESTING ACTIVITIES
Purchase of property and equipment (67,259 ) (114,468 )
NET CASH USED IN INVESTING ACTIVITIES (67,259 ) (114,468 )
FINANCING ACTIVITIES
Principal payments on Corbel term loan (750,000 ) (791,885 )
NET CASH USED IN FINANCING ACTIVITIES (750,000 ) (791,885 )
Decrease (increase) in cash (320,856 ) 9,273
Cash at beginning of period 872,335 710,227
Cash at end of period $ 551,479 $ 719,500
Supplemental schedule of investing and financing activities
Cash paid for interest $ 901,357 $ 683,015
Cash paid for income taxes $ - $ -

See accompanying notes to condensed consolidated financial statements (unaudited).

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Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report.  Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries.

In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature.  The results for the three-month and nine-month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Significant Accounting Policies

Use of Estimates:  The preparation of the consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.

During the first quarter of 2023, the Company determined that it is entitled to an Employee Retention Tax Credit (“ERTC”) of $1.718 million and has submitted amended Federal Form 941 returns claiming that refund.  The ERTC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000, or a net of $1.46 million, which primarily affected the franchising venue as other operating expenses, a much smaller amount affected general and administrative expenses and approximately $83,000 of the refund affected the Company’s subsidiary, RH Roanoke.  Although the refund was recorded in the first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters. To date the Company has received all five quarterly refunds for Roanoke, Inc. and three refunds for 2020 and one of the two quarterly refunds for 2021 for Noble Roman’s, Inc. In recent communications, the Internal Revenue Service (the “IRS”) indicated the final refund claim had been received and was in process.  As of September 30, 2025 and December 31, 2024, the Company has 507,726 included in employee retention tax credit receivable on the balance sheet

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There have been no significant changes in the Company's accounting policies from those disclosed in the 2024 Form 10-K.

Note 2 – Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment to be used in future locations.  At September 30, 2025 and December 31, 2024 inventory consisted of the following:

As of 12/31/24 As of 9/30/25
Ingredient inventory used to make products in company locations $ 171,793 $ 178,392
Marketing materials 31,239 68,512
Equipment inventory 783,943 791,852
Total $ 986,975 $ 1,038,756

Note 3 – Royalties and fees included initial franchise fees of $158,487 (after deferral of initial fees of $127,500 and amortizing $158,487 of previously deferred fees) for the nine-month period ended September 30, 2025, and $192,538 for the nine-month period ended September 30, 2024.  Royalties and fees included initial franchise fees of $46,379 for the three-months ended September 30, 2025 and $69,692 for the three-month period ended September 30, 2024.  Royalties and fees included equipment commissions of $43,269 for the nine-month period ended September 30, 2025, and $104,456 for the nine-month period ended September 30, 2024. Royalties and fees included equipment commissions of $25,665 for the three-months ended September 30, 2025 compared to $12,352 for the three-month period ended September 30, 2024. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $4.4 million for the nine-month period ended September 30, 2025, and $4.3 million for the nine-month period ended September 30, 2024. Royalties and fees including initial franchise fees and equipment commissions were $1.5 million for the three-month period ended September 30, 2025 compared to $1.4 million for the three-month period ended September 30, 2024.

At September 30, 2025, the deferred contract income and deferred contract cost was $1,696,452.  The deferred contract income and deferred contract cost was $1,604,952 as of December 31, 2024. Both balances are recognized in income and expense over the term of the underlying franchise agreement.

At December 31, 2024 and September 30, 2025, the carrying values of the Company’s franchise receivables have been reduced to anticipated realizable value.  After considering this reduction of carrying value, the Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of September 30, 2025, will be collected.

During the three-month and nine-month periods ended September 30, 2025 there were no Company-operated or franchised Craft Pizza & Pub restaurants opened or closed.  There have been 31 new non-traditional locations opened January 1, 2025 through September 30, 2025.  The Company currently expects franchisees to open approximately 27 non-traditional franchise locations prior to December 31, 2025.   Of these 27 expected, approximately eight were opened in October.  During the period January 1, 2025 through September 30, 2025 there were two units closed and as of now we have no information about any other units closing.

Note 4 –The Company is pursuing plans for new financing to repay the loan from Corbel Capital Partners SBIC, L.P. (“Corbel”) and to repay the subordinated notes. There can be no assurance that the Company will be able to obtain the financing as planned.  However, based on its credit metrics, including its recent and forecasted earnings before interest, taxes and depreciation and amortization, the Company believes it will be able to complete the refinancing.  Based on terms indicated in ongoing discussions between the Company and potential lenders, the Company currently expects the refinancing will result in some reduction in its effective interest rate and will not require any equity-dilutive provisions such as were included in its current financing arrangement with Corbel.

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Note 5 - The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended September 30, 2025 and September 30, 2024:

Three Months Ended September 30, 2025
Income<br><br>(Numerator) Shares<br><br>(Denominator) Per-Share<br><br>Amount
Net income $ 639,792 22,215,512 $ 0.03
Effect of dilutive securities
Stock option and warrant dilution 2,600,569
After-tax interest on convertible notes 14,375
Convertible notes 1,150,000
Diluted earnings per share
Net income $ 654,167 25,966,081 $ 0.03
Three Months Ended September 30, 2024
--- --- --- --- --- --- ---
Income<br><br>(Numerator) Shares<br><br>(Denominator) Per-Share<br><br>Amount
Net income $ 193,314 22,215,512 $ 0.01
Effect of dilutive securities
Stock option and warrant dilution 684,211
After-tax interest on convertible notes 14,375
Convertible notes 1,250,000
Diluted earnings per share
Net income $ 207,689 24,149,723 $ 0.01

The following table sets forth the calculation of basic and diluted earnings per share for the nine-month periods ended September 30, 2025 and September 30, 2024:

Nine Months Ended September 30, 2025
Income<br><br>(Numerator) Shares<br><br>(Denominator) Per-Share<br><br>Amount
Net income $ 1,141,305 22,215,512 $ 0.05
Effect of dilutive securities
Stock option and warrant dilution 2,600,569
After-tax interest on convertible notes 43,125
Convertible notes 1,150,000
Diluted earnings per share
Net income $ 1,184,430 25,966,081 $ 0.05
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Nine Months Ended September 30, 2024
--- --- --- --- --- --- ---
Income (loss)<br><br>(Numerator) Shares<br><br>(Denominator) Per-Share<br><br>Amount
Net income $ 163,695 22,215,512 $ 0.01
Effect of dilutive securities
Stock option and warrant dilution 902,941
After-tax interest on convertible notes 43,125
Convertible notes 1,250,000
Diluted earnings per share
Net income $ 206,820 24,368,453 $ 0.01

Note 6 – On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (as amended, the “Agreement”) with Corbel pursuant to which, among other things, the Company issued to Corbel a senior secured promissory note (as amended, the “Senior Note”) in the initial principal amount of $8.0 million. The Company used the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which was 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 most had not previously been extended; (iii) payment of debt issuance costs; and (iv) the remaining net proceeds were used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest.  The interest rate at September 30, 2025 was 13.25%. Interest is payable in arrears on the last calendar day of each month.  The Senior Note matures on June 30, 2026. The Senior Note requires principal payments of $91,667 per month.

In conjunction with the borrowing under the Senior Note, the Company issued to Corbel a warrant (as amended the “Original Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Original Corbel Warrant entitles Corbel 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 $0.10 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 2”), and (iii) 150,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 3”). The estimated fair value of the Original Corbel Warrants on date of agreement was $29,037. The fair value was recorded as a discount to the notes and is accreted through interest expense over the term of the notes. The fair value of the Original Corbel Warrants was considered a liability that is required to be remeasured at each reporting period with the change recorded in earnings.

Upon extension of the Senior Note in April 2025, the Company issued an additional Warrant to Corbel to purchase up to 750,000 additional shares at an exercise price of $0.10 per share and issued another Warrant for 500,000 shares in August 2025 and 250,000 shares in September 2025 and agreed to issue an additional 250,000 warrants each 30 days as long as the debt is still outstanding at an exercise price of $0.10 per share prior to the repayment of the Senior Note (collectively, the “New Corbel Warrants”). Cashless exercise is only permitted with respect to Tranche 3 of the Original Corbel Warrant and the New Corbel Warrants. Corbel has the right, within eight months after the issuance of any shares under the Original Corbel Warrant or the New Corbel Warrants, to require the Company to repurchase such shares for cash or for put notes, at the Company's discretion. The Original Corbel Warrant expires in 2027.  The New Corbel Warrants expire on the fifth anniversary of the date of their issuance.  The Company was in compliance with the Agreement as of September 30, 2025. The fair value of the New Corbel Warrants was considered a liability that is required to be remeasured at each reporting period with the change recorded in earnings. The estimated value of each of these warrants is accounted for as debt discount and is amortized over the period until the Notes mature.  The fair value of warrants were based on the Black Scholes calculation with a stock price of $0.18 per share, exercise price of $0.10 per share and risk free interest rate of 3.74.

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The estimated fair value of the Original Corbel Warrant and New Corbel Warrant liability was $517,193 on September 30, 2025 and $523,219 on June 30, 2025.  Corbel and its affiliates held warrants to purchase up to 3,250,000 shares, according to the information provided to the Company in Schedule 13GA filed with the SEC on July 25, 2025 by Corbel and in accordance with the terms of the Warrants held by Corbel.  However, in the applicable Warrants Corbel agreed that only warrants for 9.99999% of the outstanding shares of common stock are exercisable (the “Warrant Blocker”).  Taking into account the Warrant Blocker, at the current time only warrants for up to 2,468,362 shares are exercisable.

At September 30, 2025, the balance of the Senior Note was comprised of:

Principal $ 6,128,181
Unamortized Warrant Discount and Loan Closing Cost 436,558
Carrying Value $ 5,691,623

For the three-month and nine-month periods ended September 30, 2025, total interest expense on the senior note was $405,534 and $1,158,870, respectively, which included PIK interest, non-cash accretion of the warrant discount and loan closing cost of $203,542 and $263,153.  For the three-month and nine-month periods ended September 30, 2024, total interest expense was $351,004 and $1,069,816, respectively including PIK interest, non-cash accretion of the warrant discount and loan closing cost of $113,433 and $343,532.

Note 7 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations.

Currently, there are no such pending proceedings which the Company considers to be material.

There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman and Chief Financial Officer and the President and Chief Executive Officer.

Note 8 – Deferred tax asset of $3.263 million was remaining at September 30, 2025 and a provision for income taxes at an effective rate of 24% was reflected on the operating statement for the three-months ending September 30, 2025 of $141,000 and the nine-months ending September 30, 2025 of $302,000 which was used to reduce the deferred tax asset.  The deferred tax asset of $3.263 million is more likely than not to be used up over the next five years, therefore no allowance was deemed necessary as of September 30, 2025.

Note 9 –  There were no material changes to the Company’s operating lease arrangements during the nine months ended September 30, 2025. The Company continues to operate under operating leases for its corporate office and nine Craft Pizza & Pub locations, with a weighted-average remaining lease term of approximately 49 months (excluding renewal options) and a weighted-average discount rate of 7%.

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Note 10.  The Company has reviewed all transactions to which the Company and officers and directors of the Company are a party or have a financial interest. The board of directors of the Company has adopted a policy that all transactions between the Company and its officers, directors, principal shareholders and other affiliates must be approved by a majority of the Company’s disinterested directors and be conducted on terms no less favorable to the Company than could be obtained from unaffiliated third parties.

Of the 48 Units sold in the private placement which began in October 2016, three Units were purchased by Paul W. Mobley, Executive Chairman, and four Units were purchased by Marcel Herbst, Director, via Herbst Capital Management, LLC. Each Unit consists of a Note in the principal amount of $50,000 and a Warrant to purchase 50,000 shares of the Company’s Common Stock. These transactions were all on the same terms and conditions as all of the independent investors who purchased the other 41 Units.  The Notes, at the time of issue, were to mature three years after issue date.  In late 2018, the Company sent an offer to each remaining Note holder offering to extend the maturity of the Notes to January 31, 2023.  Holders of $775,000 in principal amount of the Notes accepted that offer of extension including the Notes held by Paul W. Mobley and Herbst Capital Management, LLC.  In conjunction with the refinancing of the Company in February 2020, Notes held by Paul Mobley were included in the $1,275,000 in principal amount of Notes that were repaid out of the proceeds of the new financing.  In September 2022, Paul Mobley bought a subordinated note in principal amount $200,000 from Marcel Herbst along with attached warrants.  In 2023 through September 2025, Paul Mobley received the 10% interest from the Company at the same time as all other subordinated debt holders were paid their interest. In February 2025, Paul Mobley purchased from Robert and Diane Paul a subordinated Note in the amount of $100,000 along with attached Warrants and through September Paul Mobley received the 10% interest from the Company at the same time as all other subordinated debt holders were paid their interest.

Note 11 – Stock-Based Compensation

The Company recognized stock-based compensation expense of $9,196 and $11,678 for the three months ended September 30, 2025 and 2024, respectively, and $29,179 and $17,661 for the nine months ended September 30, 2025 and 2024, respectively.  As of September 30, 2025, unrecognized compensation costs related to uninvested stock options was $87,203 which will be recognized over a weighted average period of 2.25 years.

There were 490,000 stock options granted and 62,500 forfeitures and none exercised during the nine-month period ended September 30, 2025.  Accordingly, the outstanding options as of September 30, 2025 were 4,341,334 compared to 3,913,834 as of December 31, 2024.

Note 12 – Segment Reporting

The Craft Pizza & Pub venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $2.3 million and $6.6 million compared to $2.2 million and 6.4 million for the comparable periods in 2024.  Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $2.0 million and $5.9 million compared to $2.0 million and $5.8 million for the comparable periods in 2024.

The franchising venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $1.5 million and $4.4 million compared to $1.4 million and $4.3 million for the comparable periods in 2024. Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $459,000 and $1.4 million compared to $500,000 and $1.5 million for the comparable periods in 2024

The company-owned non-traditional venue had revenue for the three-month and nine-month periods ended September 30, 2025 of $332,000 and $921,000 compared to $218,000 and $693,000 for the comparable periods in 2024. Total expenses for that segment for the three-month and nine-month periods ended September 30, 2025 were $304,000 and $872,000 compared to $270,000 and $731,000 for the comparable periods in 2024.

Note 13 - In October and November 2025 the Company issued New Corbel warrant for the purchase of an additional 500,000 shares in the aggregate of an exercise price of $0.10 per share.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises, operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.”  References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise.  The Company’s only operating subsidiary is RH Roanoke, Inc., which operates a Company-owned non-traditional location.

The Company has been operating and franchising Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972.  Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana.  Since then, the Company opened a total of eight more Company-operated Craft Pizza & Pub locations in 2017, 2018, 2020 and 2021.  The Company-operated locations serve as the base for what it sees as a significant potential future growth driver by franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success.  In addition to the nine Company-operated Craft Pizza & Pub locations, third-party franchisees opened three franchised locations during 2019 and 2020.  Today, in total, there are 12 Craft Pizza & Pub locations in operation.

Noble Roman’s Pizza for Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other host business or activity with existing traffic) such as entertainment facilities, hospitals, convenience stores and other types of facilities.  Today the Company is focusing primarily on convenience stores and travel plazas for rapid expansion of its non-traditional franchises.  These locations offer traditional Noble Roman’s style pizzas, along with its great tasting, high quality ingredients and menu extensions.

The hallmark of Noble Roman’s Pizza for non-traditional locations is “Superior quality that our customers can taste.”  Every ingredient and process has been designed with a view to produce superior results.

· A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations.
· Fresh packed, uncondensed and never cooked sauce made with secret spices and vine-ripened tomatoes in all venues.
· 100% real cheese blended from mozzarella and Muenster, with no additives or extenders.
· 100% real meat toppings, with no soy additives or extenders, a distinction compared to many pizza concepts.
· Vegetables (like onions and green peppers) and mushrooms for pizzas are sliced and delivered fresh, never canned.
· An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products.
· The fully-prepared crust also forms the basis for the Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise and licensing base.
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Revenue from the franchising venue declined in 2021 and early 2022 due to the number of government-forced closures in an attempt to prevent the spread of COVID.  The franchising venue was made up of a number of franchises located in all types of entertainment facilities such as bowling centers and family entertainment centers.  The regulations varied in different states but for the most part closing orders were in effect for two years after which most of those franchisees did not have the financial means of reopening.

The Company refocused its development plans toward selling more non-traditional franchises in the convenience store venue as a result of the pandemic coming to an end and the owners of convenience store and travel plaza locations becoming more willing to look at expansion options and to invest in their growth.  The Company continues to focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes.  The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation.  Since the beginning of 2022 franchisees of the company opened approximately 165 new locations while closing 22 locations during that same period with plans for the franchisees to open approximately 27 additional locations before the end of 2025.

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub format incorporates many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date baking technology and equipment to maximize speed, enhance quality and perpetuate the taste customers love and expect from a Noble Roman’s.

The Noble Roman’s Craft Pizza & Pub provides for a selection of approximately 40 different toppings, cheeses and sauces from which to choose.  Beer and wine also are featured, with 16 different beers on tap including both national and local craft selections.  Wines include 16 affordably priced options by the bottle or glass in a range of varietals.  Beer and wine service is provided at the bar and throughout the dining room.

The Company designed the system to enable fast cook times, with oven speeds running approximately three minutes for traditional pizzas and 5.75 minutes for Sicilian pizzas. Popular pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original pizza creations.  The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta.  The menu also incorporates baked sub sandwiches, hand-sauced boneless wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Delicious Cheese Sauce, most of which have been offered in its locations since 1972.  Salad bars have also been added to all company-operated locations.

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Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view.  Kids and adults enjoy Noble Roman’s self-serve root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area there are many giant screen television monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s since 1972.

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience.  With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets.  Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle.  With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes.  The Company’s continued focus on quality service and speed in the Craft Pizza and Pub locations has resulted in May 2025 being the most profitable month of operations on a combined basis since August 2022.  In addition, same store sales during the third quarter 2025 increased by 4.2% over the corresponding quarter a year ago.  Same store sales during the first nine months of 2025 are up 3.4% over the corresponding period in 2024.

Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses.  The Company’s development plans stress selling more non-traditional franchises with the pandemic coming to an end and the owners of non-traditional host facilities looking to expand their options and to invest in their growth.  The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales as well as a significant number of franchised locations sold but not yet open.

The initial franchise fees, or upfront fees, for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:

Non-Traditional Except Hospitals Non-Traditional<br><br>Hospitals Traditional<br><br>Stand-Alone
Either a Noble Roman’s Pizza or Craft Pizza & Pub $ 7,500 $ 10,000 $ 30,000

The franchise fees are paid upon signing the franchise agreement and recorded in deferred income which begins amortizing into income over the life of the contract from the time the location opens for business and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises.  For Craft Pizza & Pub franchises, the initial upfront fee is $30,000 for the first location, $25,000 for a franchisee’s second location and $20,000 for all locations thereafter.

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Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications or recipes by third-party manufacturers under contracts between the Company and its various manufacturers.  These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved third-party distributors at prices negotiated between the Company and the manufacturer.

The Company has third-party distributors strategically located throughout the United States.  The agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees in their distribution areas for weekly deliveries to the franchisee.  Each of the primary distributors purchases the ingredients from the manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the distributor, and distributes the ingredients to the franchisee at a price determined by the distributor agreement.  Payment terms to the distributor are agreed upon between each franchisee and the respective distributor.

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.  Actual results may differ from those estimates.  The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present.  If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

The following table sets forth the revenue, expense and margin contribution of the Company’s Craft Pizza & Pub venue and the percentage relationship to its revenue:

Three months ended September 30, Nine months ended September 30,
Description 2024 2025 2024 2025
Revenue $ 2,195,167 100 % $ 2,286,707 100.0 % $ 6,413,242 100 % $ 6,630,583 100 %
Cost of sales 469,197 21.4 475,841 20.8 1,350,131 21.1 1,371,714 20.7
Salaries and wages 632,823 28.8 633,856 27.7 1,855,157 28.9 1,857,944 28.0
Facility cost including rent, common area and utilities 410,624 18.7 420,676 18.4 1,191,496 18.6 1,242,025 18.7
Packaging 70,765 3.2 74,238 3.25 199,838 3.1 218,458 3.3
Third-party delivery fees 45,156 2.1 37,539 1.6 146,640 2.3 142,823 2.2
All other operating expenses 393,263 17.9 351,863 15.4 1,088,282 16.9 1,060,920 16.0
Total expenses 2,021,828 92.1 1,994,013 87.2 5,831,544 90.9 5,893,883 88.9
Margin contribution $ 173,339 7.9 % $ 292,694 12.8 % $ 581,698 9.1 % $ 736,700 11.1 %

Revenue is recognized in the Craft Pizza & Pub venue as it is incurred by each location.

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The following table sets forth the revenue, expense and margin contribution of the Company’s franchising venue and the percentage relationship to its revenue:

Three months ended September 30, Nine months ended September 30,
Description 2024 2025 2024 2025
Royalties and fees franchising $ 1,437,697 100 % $ 1,467,655 100 % $ 4,298,703 100 % $ 4,367,815 100 %
Salaries and wages 222,910 15.5 222,822 15.2 685,321 15.9 608,789 13.9
Franchise promotion expense 60,105 4.2 22,172 1.5 180,682 4.2 111,393 2.6
Travel and auto 40,038 2.8 42,163 2.9 122,404 2.8 97,843 2.2
All other operating expenses 176,728 12.3 172,841 11.8 461,736 10.8 583,166 13.4
Total expenses 499,781 34.8 459,998 31.3 1,450,143 33.7 1,401,190 32.1
Margin contribution $ 937,916 65.2 % $ 1,008,158 68.7 % $ 2,848,560 66.3 % $ 2,966,625 67.9 %

Revenue from royalties is recognized as income when reported by the franchisee, from allowances based on usage based on the timing of the usage to each franchisee as reported by the distributors and revenue on franchise fees is deferred as received and recognized as income when it is amortized over the term of each individual franchise.

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percentage relationship to its revenue:

Three months ended September 30, Nine months ended September 30,
Description 2024 2025 2024 2025
Revenue $ 218,193 100 % $ 331,812 100 % $ 693,045 100 % $ 921,409 100 %
Total expenses 269,674 123.6 303,929 91.6 730,723 105.4 871,523 94.6
Margin contribution (loss) $ (51,481 ) (23.6 )% $ 27,883 8.4 % $ (37,678 ) (5.4 )% $ 49,886 5.4 %

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue increased from $2.195 million to $2.287 million for the three-months ended September 30, 2025 compared to the corresponding period in 2024, and increased from $6.41  million to $6.63 million for the nine-month period ended September 30, 2025 compared to the corresponding period in 2024.  These increases in revenue were both attributable to same store sales growth which has been occurring since March 2025.

Cost of sales, as a percentage of revenue, decreased from 21.4% to 20.8% for the three-month period and from 21.1% to 20.7% for the nine-month period ended September 30, 2025 compared to the corresponding periods in 2024.  The Company has incurred significant increases in product cost but has been able to offset some of that extra cost after negotiations with manufacturers, with internal adjustments to operating systems and with efficiency gained in operations as staffing levels stabilized and became more efficient.

Salaries and wages, as a percentage of revenue, decreased from 28.8% to 27.7% for the three-month period and from 28.9% to 28.0% for the nine-month period ended September 30, 2025 compared to the corresponding periods in 2024.  The cost of salaries and wages has increased significantly due to the competitive environment for available labor caused by the general shortage, which has been offset by transferring some job responsibilities from higher paid positions to lower paid ones.

Gross margin contribution as a percentage of revenue increased from 7.9% to 12.8% and from 9.1% to 11.1% for the three-month and nine-month periods ended September 30, 2025 compared the corresponding periods in 2024.  The increase in margin was the result of an increase in revenue, decrease in salaries and wages and a decrease in the cost of sales.

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Franchising

Total revenue was $1.47 million compared to $1.44 million and $4.37 million compared to $4.30 million for the three-month and nine-month periods ended September 30, 2025, compared to the comparable periods in 2024, respectively.  Franchising revenue reflected growth increases in both the three-month and nine-month periods over the corresponding periods in 2024 because of the increase in number of franchise locations opened in these periods. The growth in royalties for the nine-month period was 20.7% while the total percentage growth in revenue was less, primarily because new franchise fees are capitalized on the balance sheet and are amortized over 10 years from the date the locations opened.  During the fourth quarter of 2022, the Company recognized that with the pandemic winding down non-traditional locations, particularly in the convenience stores and travel plazas, were strongly considering better food options to grow their business and increase their margins.  By shifting emphasis to growth in the non-traditional segment the Company was able to pursue the new opportunity without incurring additional overhead.  The interest in new growth opportunities in this venue is continuing, and with new franchise agreements and the backlog of prospects, the Company this trend to continue.  In addition, on October 27, 2023, the Company entered into a Development Agreement with Majors Management, LLC for the development of 100 new non-traditional franchise locations.  The Development Agreement requires the developer to have 100 locations open by September 30, 2026.

Salaries and wages, franchise promotion expense, insurance and other operating costs as a percentage of revenue were 31.3% and 32.1% for the three-month and nine-month periods ended September 30, 2025, respectively, compared to 34.8% and 33.7% for the corresponding periods in 2024, respectively.  These growth trends reflect increased revenue with little change in operating costs and the Company currently expects this trend to continue in the near term.

Margin contribution was 68.7% and 67.9%, as a percentage of revenue, for the three-month and nine-month periods ended September 30, 2025, respectively, compared to 65.2% and 66.3% for the comparable periods in 2024, respectively.  The increase in margin contribution during the three-month period ended September 30, 2025, was the result of the continued growth in revenue without a proportionate increase in operating costs, as described above.

Company-Owned Non-Traditional Locations

Gross revenue was $331,812 and $921,409 during the three-month and nine-month periods ended September 30, 2025, respectively, compared to $218,193 and $693,045 for the comparable periods in 2024, respectively.  During the three-month period ended September 30, 2024, as a result of a major expansion in the hospital bed capacity, the cafeteria area which contains in part the Noble Roman’s Pizza and Tuscano’s Subs facilities, were closed and moved to a temporary location with very limited hours resulting in a decrease in sales during that period.  That cafeteria remodeling has now been completed and both the Noble Roman’s and Tuscano’s have returned to their prior positions in the cafeteria and regular hours and sales have thus far increased by more than 25% before the temporary shutdown.  The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating.

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Corporate Level Results of Operations

Depreciation and amortization was $97,949 and $294,998 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $96,068 and $288,634 for the comparable periods in 2024, respectively.  Depreciation remains relatively constant as the Company has not added any new company-owned locations in the last three years.

General and administrative expenses were $468,145 and $1,278,811 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $566,275 and $1,713,691 for the comparable periods in 2024, respectively.  The Company continues to maintain tight control of its operating expenses while growing its franchising venue and, in fact, has found ways to reduce those operating expenses.

Operating income was $819,065 and $2,234,703 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $416,693 and $1,406,756 for the comparable periods in 2024, respectively.  The increase in operating income was the result of growth in revenue while reducing operating expenses.

Interest expense was $405,534 and $1,158,870 for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $415,524 and $1,244,889 for the comparable periods in 2024, respectively.  The interest expense was reduced by the monthly principal payments required by the loan agreement and the elimination of PIK interest in April 2025 while increasing the variable rate of interest to SOFR plus 9.0% for cash payments plus other accruals.

Decrease in fair value of warrants.  The fair value of warrants decreased $21,629 for the nine-month period and three-month periods in 2025.

As a result of the above factors, net income before accrual for income tax was $780,939 and $1.44 million for the three-month and nine-month periods ended September 30, 2025, respectively, compared to $193,000 and $164,000 for the comparable periods in 2024, respectively. Net income before income tax is important as there will be no cash payments for income tax in the next several years because of the company’s deferred tax asset.  The income taxes accrued are applied against the deferred asset credit rather than being paid in cash.

Liquidity and Capital Resources

The Company’s current ratio was .40-to-1 as of September 30, 2025 compared to .9-to-1 as of December 31, 2024.  As a result of the Corbel amendment, including the extension of the maturity of the Senior Note to June 30, 2026, the Senior Note was moved to short-term liabilities as of September 30, 2025 which was a long-term liability as of December 31, 2024 and September 30, 2025.

In January 2017, the Company completed the offering of $2.4 million principal amount of the promissory notes (the “Notes”) convertible at $0.50 per share and warrants (the “Warrants”) to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share, subject to adjustment which brings the exercise price to $.10 per share as a result of the Senior Note extension. In 2018, $400,000 principal amount of Notes was converted into 800,000 shares of the Company’s Common Stock, in January 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, and in August 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, leaving principal amounts of Notes of $1.9 million outstanding as of December 31, 2019.  Holders of Notes in the principal amount of $775,000 extended their maturity date to January 31, 2023.  In February 2020, $1,275,000 principal amount of the Notes were repaid in conjunction with a new financing leaving a principal balance of $625,000 of subordinated convertible notes outstanding due January 31, 2023. In April 2023, with the approval of Corbel, the holder of $50,000 principal amount of the subordinated convertible notes were repaid by the Company leaving $575,000 outstanding.  These Notes bear interest at 10% per annum, including the Notes which have not been extended, paid quarterly and are convertible to Common Stock any time prior to maturity at the option of the holder at the current exercise price of $0.50 per share.

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In February 2020, the Company entered into the Agreement with Corbel, pursuant to which the Company issued to Corbel the Senior Note in the initial principal amount of $8.0 million. The Company used the net proceeds of the Senior Note as follows: (i) $4.2 million to repay the Company’s then-existing bank debt which were in the original amount of $6.1 million; (ii) $1,275,000 to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) payment of debt issuance costs; and (iv) for working capital and other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

The Senior Note bears cash interest of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest, which prior to April 2025 was added to the principal amount of the Senior Note.  Interest is payable in arrears on the last calendar day of each month. The original maturity date of the Senior Note was February 7, 2025, however the maturity has now been extended by mutual agreement to June 30, 2026. The Senior Note requires principal payments of $91,667 per month which began in May 2025.

In view of the extension of the Senior Note, the Company’s ongoing refinancing efforts and the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the foreseeable future.  The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising venue, operating its existing Craft Pizza & Pub locations and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow.

The Company does not anticipate that any of the recently issued pronouncements relating to the Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet.

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, financing efforts, 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 competitive factors and pricing and cost pressures, the Company’s ability to service its loan and refinance the Senior Note before its maturity in 2026, the emergence or spread of human or animal pandemics (such as COVID-19 or the Avian Bird Flu), non-renewal of franchise agreements or the openings contemplated by the Development Agreement not occurring, shifts in market demand, the success of franchise programs, general economic conditions, changes in demand for the Company’s products or franchises, the impact of franchise regulation, the success or failure of individual franchisees, inflation and other changes in prices or supplies of food ingredients and labor and as well as the factors discussed under “Risk Factors” contained in the 2024 Form 10-K.  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.  In addition, if activist stockholder activities ensue, or if certain parties (acting individually or as a group) seek to continue or initiate interference in the Company’s business relationships, the Company’s business could be adversely impacted.

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ITEM 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt and the rate that will be required for the new financing. As of September 30, 2025, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of approximately $5.9 million.  The Company’s current borrowings are at a variable rate tied to SOFR plus 9.0% per annum adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $59,000 over the succeeding 12-month period.

ITEM 4.  Controls and Procedures

In connection with the preparation of this quarterly report, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the required time periods. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of September 30, 2025, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

Other than the ongoing remediation efforts previously disclosed in the Company’s Form 10-K for the year ended December 31, 2024, there were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II  -  OTHER INFORMATION

ITEM 1.   Legal Proceedings.

The Company is not involved in material litigation against it.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

Index to Exhibits

Exhibit Number Description
3.1 Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2 Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.
3.3 Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4 Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5 Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6 Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.
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3.7 Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
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4.1 Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
4.2 Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
4.3 Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.
4.4http://www.sec.gov/Archives/edgar/data/709005/000165495420005246/nrom_ex43.htm Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
4.5 Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
4.6 Form of Warrant issued to Corbel Capital Partners, SBIC, L.P. dated April 14, 2025, is incorporated herein by reference.
10.1* Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.2* Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.3 Agreement dated April 8, 2015, by and among the Registrant and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April 8, 2015, is incorporated herein by reference.
10.4 Form of 10% Convertible Subordinated Unsecured Note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5 Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
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10.6 Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
--- ---
10.7 First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.8 Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.
10.9 Amendment to the Senior Secured Promissory Note and Warrant Purchase Agreement and Other Note Documents and Waiver, dated as of September 29, 2022, by and among Registrant and Corbel Capital Partners SBIC, L.P. dated September 29, 2022, filed as Exhibit 10.7 to the Registrant’s Form 10-Q filed May 10, 2023 is incorporated herein by reference.
10.10 Amendment Number Two dated as of January 28, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.10 in the Registrants Form 10-Q filed August 21, 2025, is incorporated herein by reference.
10.11 Amendment Number Three dated as of April 4, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 in the Registrants Form 10-Q filed August 21, 2025 is incorporated herein by reference
10.12 Amendment Number Four dated as of April 14, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P., filed as Exhibit 10.12 in the Registrants Form 10-Q filed August 21, 2025, is incorporated herein by reference
21.1 Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1 C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2 C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1 C.E.O. Certification under 18 U.S.C. Section 1350
32.2 C.F.O. Certification under 18 U.S.C. Section 1350
101 Interactive Financial Data

*Management contract or compensation plan.

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Table of Contents

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 thereunto duly authorized.

NOBLE ROMAN’S, INC.
Date: December 29, 2025 By: /s/  Paul W. Mobley
Paul W. Mobley, Executive Chairman,
Chief Financial Officer and Principal
Accounting Officer (Authorized Officer and Principal Financial Officer)
Page 25
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nrom_ex311.htm EXHIBIT 31.1

I, A. Scott Mobley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Noble Roman’s, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 29, 2025 /s/ A. Scott Mobley

| | A. Scott Mobley |

| | President and Chief Executive Officer |

nrom_ex312.htm EXHIBIT 31.2

I, Paul W. Mobley, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Noble Roman’s, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 29, 2025 /s/ Paul W. Mobley

| | Paul W. Mobley |

| | Executive Chairman and Chief Financial Officer |

nrom_ex321.htm EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Roman’s, Inc.  (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, A. Scott Mobley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ A. Scott Mobley

| A. Scott Mobley<br> <br>President and Chief Executive Officer of Noble Roman’s, Inc. |

| December 29, 2025 |

nrom_ex322.htm EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Noble Roman’s, Inc.  (the “Company”) on Form 10-Q for the quarterly period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul W. Mobley, Executive Chairman and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Paul W. Mobley

| Paul W. Mobley<br> <br>Executive Chairman and Chief Financial Officer of Noble Roman’s, Inc. | | December 29, 2025 |

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