Noble Romans SEC Filings

Noble Romans Inc Executive Chairman and CFO Paul W. Mobley exercised warrants to acquire 450,000 shares of Noble Romans common stock at $0.10 per share. The exercise converted Redeemable Class A Warrants into common stock, leaving no warrants of this class outstanding and bringing his directly held position to 3,252,702 shares.

Noble Roman’s, Inc. entered into a new senior secured credit agreement with Lake Forest Bank & Trust Company, providing a term loan of approximately $6.9 million. The company used this financing to refinance existing debt, redeem warrants, pay advisory fees, and cover closing costs.

The term loan bears interest at Term SOFR plus 4.00%, currently totaling 7.60% per year, and matures in five years with principal and interest paid in fixed monthly amounts. A 1.00% prepayment fee applies only if repaid before the second anniversary.

Unlike the prior Corbel facility, the new loan has no equity or payment-in-kind interest components. Noble Roman’s must maintain specified financial ratios, enter into interest rate hedging contracts covering at least 50% of the outstanding principal within 90 days, and grant first-priority liens on all company and subsidiary assets as collateral.

Noble Roman’s, Inc. reports full-year 2025 results showing a return to profitability and continued franchise-driven growth. Revenue rose to $16.5 million from $15.1 million, led by franchising revenue of $6.2 million and Craft Pizza & Pub restaurant revenue of $8.8 million. Net income improved to $1.17 million versus a small loss in 2024, helped by higher margin contribution from both restaurants and franchising and lower general and administrative expenses.

The company opened about 60 new non-traditional franchised outlets in 2025 and ended the year with roughly 75 additional units sold but not yet opened, supporting future royalty growth. However, leverage remains significant: short-term debt obligations totaled about $6.5 million at December 31, 2025, primarily a $5.5 million senior secured note maturing in June 2026 that carries interest at SOFR plus 9%. Management is pursuing refinancing to address this maturity and potentially repurchase substantial outstanding warrants.

Noble Romans Inc. ownership disclosure: Corbel Capital Partners, Corbel Capital Advisors and principals Jeffrey B. Schwartz and Jeffrey S. Serota report warrants to purchase 5,750,000 shares of Common Stock. The warrants are subject to a 9.9999% Warrant Blocker, and the filing reports a 9.9999% beneficial ownership calculation based on 22,215,512 shares outstanding as of November 25, 2025.

The Reporting Persons state they cannot currently exercise all Warrants because of the Warrant Blocker and therefore do not currently beneficially own all of the underlying shares under Rule 13d-3; shared voting and dispositive power of 5,750,000 shares is reported.

Noble Roman’s, Inc. notified the SEC that it cannot file its Form 10-K for the year ended December 31, 2025 within the prescribed period. The company filed a Form 12b-25 on March 31, 2026 and now states it will be unable to file within the Rule 12b-25 extension period. The company states it is working diligently to file the 2025 Form 10-K as soon as practicable. The notification is signed by Paul W. Mobley on April 10, 2026.

Noble Roman’s, Inc. submitted a Rule 12b-25 notification stating it cannot timely file its Form 10-K for the period ended December 31, 2025 because the registrant and new auditor, Stephano Slack, LLC, have not completed audit procedures. The filing is signed on March 31, 2026.

Noble Romans, Inc. received an updated ownership report from Corbel Capital entities and two individuals. Corbel Capital Partners holds warrants to buy 5,000,000 shares of common stock, but these are subject to a 9.9999% ownership blocker.

Because of this blocker, the group reports beneficial ownership of 9.9% of the common stock, based on 22,215,512 shares outstanding as of November 25, 2025. All reporting persons share voting and dispositive power over the warrant shares and certify they are not seeking to change or influence control of Noble Romans.

Noble Roman’s, Inc. reported stronger results for the quarter and nine months ended September 30, 2025. Total Q3 revenue rose to $4.1 million from $3.9 million, while net income increased to $639,792 from $193,314, or basic earnings of $0.03 per share. For the first nine months, revenue reached $12.0 million and net income was $1.14 million, up from $163,695, with basic earnings of $0.05 per share.

Craft Pizza & Pub restaurants and franchising both grew modestly, with same-store sales in the full-service format up 4.2% in Q3 and 3.4% year-to-date, and franchising margins near 68% in the quarter. The company opened 31 new non-traditional franchise locations in 2025 through September and expects about 27 more by year-end. Cash from operations was $915,626 year-to-date and cash on hand was $719,500, but the balance sheet remains highly leveraged, including a $6.1 million Senior Note now classified as current as the company pursues a planned refinancing it believes can reduce interest costs without equity dilution.

Noble Romans (NROM): Schedule 13G/A discloses that Corbel Capital Partners and affiliates report beneficial ownership tied to warrants for 4,250,000 shares of common stock. The warrants include a 9.9999% Warrant Blocker, meaning they cannot be exercised to push Corbel’s beneficial ownership above that level and, as a result, the actual currently beneficially owned amount is less than the full warrant total.

As of the filing, Corbel and related reporting persons have shared voting and dispositive power over 4,250,000 shares and no sole power. The blocker may be increased or decreased by Corbel upon 61 days’ notice. The ownership percentage reference is based on 22,215,512 shares outstanding as of August 25, 2025. The filers certify a passive intent consistent with Schedule 13G.