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): May 13, 2020
NOBLE ROMAN’S, INC.
(Exact
name of Registrant as specified in its charter)
|
Indiana
|
|
0-11104
|
|
35-1281154
|
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer Identification No.)
|
|
6612 E. 75th Street, Suite 450
Indianapolis, Indiana
|
|
46250
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(317)
634-3377
(Company's
telephone number, including area code)
Not applicable
(Former
name or former address if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
N/A
|
N/A
|
N/A
|
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter)
Emerging Growth
Company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 – Entry into a Material Definitive
Agreement.
In
accordance with the Securities and Exchange Commission (the
“SEC”) Order Under Section 36 of the Securities
Exchange Act of 1934 Granting Exemptions from Specified Provisions
of the Exchange Act and Certain Rules Thereunder, SEC Release No.
34-88465, dated March 25, 2020 (the “Order”), extending
the term of that similar Order Under Section 36 of the Securities
Exchange Act of 1934 Granting Exemptions from Specified Provisions
of the Exchange Act and Certain Rules Thereunder, SEC Release No.
34-88318, dated March 4, 2020, Noble Roman’s, Inc. (the
“Company,” “we” or “us”) hereby
states the following:
●
The Company is
relying on the relief provided by the Order in connection with the
filing of its Quarterly on Form 10-Q for the quarter ended March
31, 2020 (the “Quarterly Report”).
●
In addition to its
franchising and licensing operations, the Company operates certain
restaurants in the State of Indiana. The Company is also
headquartered in Indiana and has a significant portion of its
operations in that state. On March 16, 2020, the Governor of
Indiana ordered that all restaurants and bars in the state be
closed for inside dining (the “Executive Order”) in
order to mitigate the spread of the novel coronavirus (COVID-19).
The Executive Order was renewed for 30 additional days effective
April 5, 2020, and then again effective May 5, 2020. Subsequently,
the Governor of Indiana modified the Executive Order to provide for
a staggered reopening of some facilities in certain counties, at
limited capacity and with considerable restrictions. COVID-19 and
the governmental and consumer response thereto continue to have a
significant impact on our business. The Company’s response to
COVID-19, including addressing the resulting human resource aspects
and the transition to delivery- and take-out-only, has consumed,
and will continue to consume, a substantial portion of its time and
limited resources. Accordingly, our executives and staff have been
unable to complete the Quarterly Report in accordance with the
Company’s standard process.
●
The Company
currently expects to file the Quarterly Report on or before June 5,
2020, but in any event no later than 45 days after the original due
date for the Quarterly Report.
●
For additional
information regarding the impact of COVID-19 on the Company and its
business, see the risk factors set forth in Part I, Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2020,
filed with the SEC on May 12, 2020, which are hereby incorporated
by reference into this Current Report on Form 8-K.
Forward-Looking Statements
The
statements contained in this Current Report on Form 8-K 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 spread of
COVID-19 and governmental and consumer response thereto,
competitive factors and pricing pressures, non-renewal of franchise
agreements, shifts in market demand, the success of new franchise
programs, including the new Noble Roman’s Craft Pizza &
Pub format, the Company’s ability to successfully operate an
increased number of Company-owned restaurants, general economic
conditions, changes in demand for the Company’s products or
franchises, the Company’s ability to service and refinance
its loans, the impact of franchise regulation, the success or
failure of individual franchisees and changes in prices or supplies
of food ingredients and labor and, as well as the factors discussed
under “Risk Factors” in the Company’s most recent
Annual Report. 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.
* *
*
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.
Dated: May 13,
2020
|
|
NOBLE
ROMAN’S, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Paul W. Mobley
|
|
|
|
|
Paul W.
Mobley
|
|
|
|
|
Executive
Chairman and
Chief
Financial Officer
|
|