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): February 5, 2021
NOBLE ROMAN’S, INC.
(Exact
name of Registrant as specified in its charter)
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:
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
1.01 – Entry into a Material Definitive
Agreement.
On
February 5, 2021, Noble Roman’s, Inc. (the
“Company”) entered into a
promissory note (the “Promissory Note”) with Huntington
National Bank, which provided for a loan in the amount of $940,734
(the “PPP Loan”), pursuant to
the Paycheck Protection Program under the
Coronavirus Aid, Relief, and Economic Security Act (the
“CARES Act”).
The
PPP Loan has a two-year term and bears interest at a rate of 1.00%
per annum. The Promissory Note contains events of default and other
provisions customary for a loan of this type.
The Paycheck Protection Program provides that the
PPP Loan may be partially or wholly forgiven if the funds are used
for certain qualifying expenses as described in the CARES Act. The
Company intends to use the entire PPP Loan amount for qualifying
expenses and to apply for forgiveness of the loan in accordance
with the terms of the CARES Act.
The
foregoing descriptions of the Promissory Note and the PPP Loan do
not purport to be complete and are qualified in their entirety by
reference to the full text of the Promissory Note attached to this
Form 8-K as Exhibit 10.1 and 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:
Exhibit
Number
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Description
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Promissory Note under the Paycheck Protection Program loan issued
by Noble Roman’s, Inc. to Huntington National Bank dated
February 5, 2021.
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* *
*
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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|
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Date:
February 8, 2021
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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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