Attached files
| file | filename |
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| EX-99.1 - NEWS BULLETIN ISSUED SEPTEMBER 13, 2017 - NOBLE ROMANS INC | nrom_ex991.htm |
| EX-10.1 - LOAN AGREEMENT - NOBLE ROMANS INC | nrom_ex101.htm |
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): September 13, 2017
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))
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 1.01 – Entry into a Material Definitive
Agreement.
On
September 13, 2017, Noble Roman’s, Inc. (the
“Company”) entered into a loan agreement (the
“Agreement”) with First Financial Bank (the
“Bank”). The Agreement provides for a senior credit
facility (the “Credit Facility”) to be provided by the
Bank consisting of: (i) a term loan in the amount of $4.5 million
(the “Term Loan”); and (ii) a development line of
credit of up to $1.6 million (the “Development Line of
Credit”). Borrowings under the Credit Facility bear interest
at a variable annual rate equal to the London Interbank Offer Rate
(“LIBOR”) plus 4.25%. All outstanding amounts owed
under the Agreement mature on September 13, 2022.
Proceeds of the
Term Loan were used to repay the Company’s existing
indebtedness to BMO Harris Bank, Super G Capital, LLC and certain
officers of the Company, and to pay certain expenses related to the
Credit Facility. The Company expects to use the remaining proceeds
of approximately $600,000 for general corporate purposes. Repayment
of the Term Loan is based on a seven-year amortization
schedule.
The
Company may draw on the Development Line of Credit in three
tranches of up to $550,000 each for eligible costs incurred by it
to build-out three new locations of Noble Roman’s Craft Pizza
& Pub. Repayment of advances under each tranche of the
Development Line of Credit will begin four months following the
first draw of the tranche based on a seven-year amortization
schedule.
The
Agreement contains affirmative and negative covenants, including,
among other things, covenants requiring the Company to maintain
certain financial ratios. The Company’s obligations under the
Agreement are secured by first priority liens on all of the
Company’s and certain of its subsidiaries’ assets and a
pledge of all of the Company’s equity interest in such
subsidiaries. In addition, Paul W. Mobley, the Company’s
Executive Chairman and Chief Financial Officer, executed a limited
guarantee only on borrowings under the Development Line of Credit
which is to be released upon achieving certain financial ratios by
the company's Craft Pizza & Pub locations.
Among
other expenses incurred in connection with the Agreement, the
Company issued to Pinnacle Commercial Capital, LLC and an affiliate
warrants to purchase an aggregate of 250,000 shares of the
Company’s common stock at an exercise price of $1.00 per
share. The warrants expire ten years from the date of
issuance.
The
foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full
text of the Agreement, a copy of which is filed as Exhibit 10.1
hereto and is incorporated herein by reference.
On
September 13, 2017, the Company issued a news release announcing
the Agreement and the Credit Facility, a copy of which is furnished
as Exhibit 99.1 hereto.
Item 1.02 – Termination of a Material Definitive
Agreement.
The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
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 9.01 – Financial Statements and Exhibits.
(d)
The following
exhibits are filed as part of this report:
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Exhibit Number
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Description
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Loan
Agreement dated as of September 13, 2017, by and between Noble
Roman’s, Inc. and First Financial Bank
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News
Bulletin Issued September 13, 2017
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* *
*
2
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: September 19, 2017 |
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