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): March 27, 2020
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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6612
E. 75th Street, Suite 450
Indianapolis,
Indiana
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46250
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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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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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.
34-88318, dated March 4, 2020 (the “Order”), Noble
Roman’s, Inc. (the “Company,” “we” or
“us”) hereby states the following:
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The Company is
relying on the relief provided by the Order in connection with the
filing of its Annual Report on Form 10-K for the year ended
December 31, 2019 (the “Annual 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 in order to mitigate the spread of the
novel coronavirus (COVID-19). The Company’s response to
COVID-19, including addressing the resulting human resource aspects
and the planning for and execution of a transition to delivery- and
take-out-only, has consumed, and will continue to consume, a
substantial portion of its time. Accordingly, our executives and
staff have been unable to complete the Annual Report in accordance
with the Company’s standard process.
●
The Company
currently expects to file the Annual Report on or before April 20,
2020, but in any event no later than 45 days after the original due
date for the Annual Report.
●
The Company hereby
updates the risk factors contained in its filings from time to time
with the SEC to include the following risk factor related to the
impact of COVID-19 on its business:
The current coronavirus (COVID-19) outbreak, is disrupting the
Company’s business, and will have a material adverse effect
on the Company’s business and results of
operations.
The
current COVID-19 outbreak, including the governmental response to
it, is having a significant adverse impact on our business,
including reduced customer traffic and staffing challenges and
could lead to supply difficulties. All of our company-owned Craft
Pizza & Pub restaurants are located in the State of Indiana,
and are currently subject to an order of the Governor of Indiana
closing all restaurants and bars to inside dining. The Company has
been addressing this by (among other things) promoting the
Company’s Pizza Valet service, for carry-out, in order to
replace a significant amount of the lost revenue from the dining
room, but those efforts may not be successful. Several other states
and municipalities in the U.S. and abroad have also temporarily
suspended the operation of dine-in restaurants in light of
COVID-19, which could affect our franchised operations. Moreover,
host facilities for our non-traditional franchises may be adversely
impacted by these developments. Additionally, viruses may be
transmitted through human contact, and the risk and perceived risk
of contracting viruses could cause potential customers to avoid
gathering in public places (including restaurants and
non-traditional venues), which could further have adverse effects
on our non-traditional business or the franchisee’s ability
to adequately staff the locations. If any of our employees were
suspected of having been exposed to COVID-19 or other similar
illnesses, we could be required to quarantine some or all such
employees or close and disinfect our facilities. Depending on the
duration of the COVID-19 pandemic, our ability to execute our
growth plans could be adversely affected. These risks and any
additional risks associated with COVID-19 or a similar outbreak may
materially adversely affect our business or results of operations,
and may impact our liquidity or financial condition, which was
recently improved with the financing completed in February 2020,
particularly if these risks persist for a significant amount of
time.
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: March 27,
2020
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NOBLE
ROMAN’S, INC.
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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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