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): November 2, 2016
NOBLE ROMAN’S,
INC.
(Exact
name of Registrant as specified in its charter)
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Indiana
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0-11104
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35-1281154
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(State or other
jurisdiction of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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One
Virginia Avenue, Suite 300
Indianapolis,
Indiana
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46204
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(Address of
principal executive offices)
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(Zip Code)
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(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.
On
November 2, 2016 and November 8, 2016, Noble Roman’s, Inc.
(the “Company”) issued convertible, subordinated,
unsecured promissory notes (the “Notes”) in an
aggregate principal amount of $950,000 and warrants (the
“Warrants”) to purchase up to 950,000 shares of the
Company’s common stock, no par value per share (the
“Common Stock”). The Company issued Notes and the
Warrants to each of the following investors: Paul W. Mobley, the
Company’s Executive Chairman, Chief Financial Officer and a
director of the Company; Herbst Capital Management, LLC, the
principal of which is Marcel Herbst, a director of the Company; and
Roger and Darla Weissenberg, Lawrence and Susan Stanton, Neal and
Maria Stanton, James and Cornelia Sullivan, Robert H. Paul, Barry
W. Blank, Donald Miles, Nolan and Pamela Schabacker and Cleveland
Family Limited Partnership (together, the “Investors”).
The Company may issue additional Notes and Warrants.
Interest on the
Notes accrues at the annual rate of 10% and is payable quarterly in
arrears. Principal of the Notes matures three years after issuance.
Each holder of the Notes may convert them at any time into Common
Stock of the Company at a conversion price of $0.50 per share
(subject to anti-dilution adjustment). Subject to certain
limitations, upon 30 days’ notice the Company may require the
Notes to be converted into Common Stock if the daily average
weighted trading price of the Common Stock equals or exceeds $2.00
per share for a period of 30 consecutive trading days. The Notes
provide for customary events of default.
The
Warrants expire three years from the date of issuance and provide
for an exercise price of $1.00 per share of Common Stock (subject
to anti-dilution adjustment). Subject to certain limitations, the
Company may redeem the Warrants at a price of $0.001 per share of
Common Stock subject to the Warrant upon 30 days’ notice if
the daily average weighted trading price of the Common Stock equals
or exceeds $1.50 per share for a period of 30 consecutive trading
days.
In
connection with the issuance of the Notes and Warrants, the Company
granted the Investors certain registration rights with respect to
the shares of Common Stock into which the Notes are convertible and
for which the Warrants are exercisable.
Divine
Capital Markets LLC served as the placement agent for the offering
of the Notes and Warrants (the “Placement Agent”).
Pursuant to its arrangement with the Placement Agent, the Company
may issue additional Notes in an aggregate principal amount of
$1,050,000 and additional Warrants to purchase up to 1,050,000
shares of the Common Stock. In consideration of the Placement
Agent’s services, the Company will pay the Placement Agent a
fee and expense allowance equal to 10% and 3%, respectively, of the
gross proceeds of the offering. The Company also has agreed to
issue to the Placement Agent a Warrant to purchase up to 10% of the
aggregate shares of Common Stock represented by the Investors'
Warrants at an exercise price of $1.20.
The
Company intends to use the net proceeds of the Notes to fund the
opening of a Noble Roman's Craft Pizza & Pub restaurant and
general working capital needs.
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 3.02 – Unregistered Sales of Equity
Securities.
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference. The Company offered and
issued the Notes and Warrants in reliance on Section 4(a)(2) and
Rule 506 of Regulation D of the Securities Act of 1933, as amended.
The Notes and Warrants were issued in privately negotiated
transactions and not pursuant to any public
solicitation.
* *
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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 hereunto duly authorized.
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NOBLE
ROMAN’S, INC.
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Dated: November 8,
2016
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By:
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/s/
Paul W.
Mobley
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Paul W. Mobley |
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Executive Chairman
and Chief Financial
Officer
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3