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): January 19, 2017
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.)
|
|
One
Virginia Avenue, Suite 300
|
|
|
|
Indianapolis, Indiana
|
|
46204
|
|
(Address of
principle 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))
Item 1.01 – Entry into a Material Definitive
Agreement.
Amendment of the Company’s Bank Loans.
On
January 25, 2017, Noble Roman’s, Inc. (the
“Company”) and the Company’s senior lender, BMO
Harris Bank, N.A. (the “Bank”), entered into an
amendment to the credit agreement by and between the Company and
the Bank (the “Amendment”). Pursuant to the Amendment,
the Bank extended the maturity date of the Company’s
obligations to the Bank from March 2017 to March 2018, while
keeping the monthly principal amortization, the interest rate and
all other terms the same.
Officer Loan.
On
January 26, 2017, the Company borrowed $600,000 from Paul Mobley,
the Company’s Executive Chairman and Chief Financial Officer,
evidenced by a promissory note (the “Officer Promissory
Note”). The note matures on March 31, 2018. Interest on the
note is payable at the rate of 7% per annum quarterly in arrears.
The note is unsecured. The Company used the proceeds of the loan to
repay the Kingsway Promissory Note as described below. As a result
of the refinancing transactions, relative to the Kingsway
Promissory Note, the maturity of the borrowing was extended from
July 2017 to March 2018 and the interest rate was decreased from 8%
to 7%.
Repayment of Kingsway Promissory Note and Amendment of Kingsway
Warrant.
On
February 1, 2017, the Company repaid all outstanding obligations
under the promissory note dated July 1, 2015 (the “Kingsway
Promissory Note”) issued by the Company to Kingsway America,
Inc. (“Kingsway”) by payment of an aggregate of
$636,533.33.
In
connection with the payoff, the Company and Kingsway agreed to the
applicability of certain anti-dilution adjustments with respect to
the Warrant dated July 1, 2015 issued by the Company to Kingsway
(the “Kingsway Warrant”). The Kingsway Warrant was
issued to Kingsway in connection with the original issuance of the
Kingsway Promissory Note. In accordance with the anti-dilution
provisions of the Kingsway Warrant, the parties agreed that due to
the Company’s issuance of certain other convertible notes and
warrants described in Item 8.01 of this Current Report on Form 8-K,
the Kingsway Warrant now provides for the purchase of up to
1,200,000 shares of the Company’s Common Stock at an exercise
price of $0.50 per share (subject to further anti-dilution
adjustment).
Item 2.03 – Creation of a Direct Financial Obligation or an
Obligation of an Off-Balance Sheet Arrangement
of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
Item 5.07 – Submission of Matters to a Vote of Security
Holders.
The
Company held a special meeting (the “Special Meeting”)
of the Company’s shareholders on January 19, 2017. As of the
record date for the Special Meeting, December 1, 2016, there were
20,738,032 shares of Common Stock outstanding and entitled to vote
on the matters presented at the Special Meeting. Holders of
14,917,210 shares of Common Stock, or 71.1% of the outstanding
shares entitled to vote at the Special Meeting, were represented at
the Special Meeting in person or by proxy, which constituted a
quorum. At the Special Meeting, the Company’s shareholders
approved an amendment to the Company’s Articles of
Incorporation to increase the number of authorized shares of the
Company’s Common Stock from 25,000,000 shares to 40,000,000
shares, with the vote tabulation as follows:
2
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
13,364,139
|
|
1,537,255
|
|
15,816
|
|
0
|
Item 8.01 – Other Events.
Final Closing of Notes and Warrants.
In the
Company’s Current Report on Form 8-K filed November 8, 2016
(the “November 2016 Current Report”), in November 2016,
the Company disclosed that it had issued and sold $950,000 of
convertible, subordinated, unsecured promissory notes (the
“Notes”) and warrants (the “Warrants”) to
purchase shares of the Company’s Common Stock, and the
Company had the right to issue certain additional Notes and
Warrants. The final closing of the offering of the Notes and
Warrants has occurred. The Company has now issued (including the
Notes and the Warrants issued in November 2016): (a) Notes in an
aggregate original principal amount of $2,400,000; and (b) Warrants
to purchase up to 2,400,000 shares of the Company’s Common
Stock. The terms of the Notes and Warrants are described in Item
1.01 of the November 2016 Current Report, which is incorporated
herein by reference.
Opening of Craft Pizza & Pub Location.
On
January 31, 2017, the Company opened its first Noble Roman’s
Craft Pizza & Pub location. Noble Roman’s Craft Pizza
& Pub will feature two styles of hand-crafted,
made-from-scratch pizzas, with a selection of 42 different
toppings, cheeses and sauces from which to choose, along with wine
and beer, including national and local craft selections. The first
location is owned by the Company. The Company will use this
location as a base to franchise the Noble Roman’s Craft Pizza
& Pub concept to qualified franchisees.
* *
*
3
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: February 1, 2017 |
By:
|
/s/
Paul W.
Mobley
|
|
|
|
|
Paul W. Mobley |
|
|
|
|
Executive Chairman
and Chief Financial
Officer
|
|
4