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): ~~August~~January 2728, ~~2024~~2025

NOBLE ROMAN’S, INC.

(Exact name of Registrant as specified in its charter)

Indiana	0-11104	35-1281154
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

6612 E. 75th Street, Suite 450

Indianapolis, Indiana

46250

(Address of principal executive offices)

(Zip Code)

(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))

☐ 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	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 41.01 ~~Changes~~Entry ininto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

~~After~~Effective ~~considering~~as of January 28, 2025, Noble Roman’s, Inc. (the ~~factors~~“Company”) itentered ~~deemed~~into ~~relevant~~an toamendment ~~assessing~~(the ~~engagement~~“Amendment”) ofto a ~~registered~~Senior ~~independent~~Secured ~~accounting~~Promissory ~~firm,~~Note ~~including whether~~and toWarrant ~~retain~~Purchase ~~Assurance~~Agreement, ~~Dimensions~~dated as ~~the~~of ~~Company’s~~February ~~principal~~7, ~~accountant~~2020 (as previously amended, the ~~Board~~“Loan ofAgreement”), ~~Directors of~~with ~~Noble~~Corbel ~~Roman’s~~Capital Partners SBIC, ~~Inc~~L.P. (~~the~~ “~~Company~~Corbel”). ~~determined~~Pursuant onto ~~August~~the ~~27,~~Loan ~~2024~~Agreement, the Company previously issued to ~~dismiss~~Corbel ~~Assurance~~a ~~Dimensions~~senior ~~and~~secured ~~engage~~promissory ~~Sassetti~~note ~~LLC~~in the initial principal amount of $8.0 million (the “~~Sassetti~~Senior Note”),. ~~subject~~The toAmendment ~~customary~~extended ~~onboarding~~the ~~procedures~~maturity of the Senior Note from February 7, to2025 ~~audit~~until ~~the~~April ~~annual~~7, ~~consolidated~~2025 ~~financial~~which ~~statements~~now ashas a balance of ~~December~~approximately ~~31,~~$6.7 ~~2024~~million. ~~and~~In ~~for~~connection with such extension, the ~~year~~Company ~~then~~agreed ~~ending~~to pay a deferred fee of 1.5% of the loan balance, ~~and~~which ~~review~~is payable upon the ~~quarterly~~earlier ~~consolidated~~of ~~financial~~the ~~statements,~~repayment inor ~~each~~extended ~~case~~maturity ~~for~~date of the Senior Note. The Company ~~and~~also agreed to reimburse Corbel for certain of its ~~subsidiaries~~expenses in preparing this extension in an amount not to exceed $4,500. The Company is currently in discussion with potential lenders and believes that the financing will be complete prior to the extended maturity date.

~~During~~The ~~the~~foregoing ~~years~~description ~~ended~~of ~~December~~the ~~31,~~Amendment ~~2023~~ and ~~2022, and~~ the ~~subsequent~~Loan ~~interim~~Agreement ~~period~~do ~~through the date hereof, the Company did~~ not ~~consult~~purport ~~with~~to ~~Sassetti~~be ~~regarding~~complete ~~any~~and ~~matter~~are ~~set~~qualified ~~forth~~ in ~~Item~~their ~~304(a)(2)(i)~~entirety orby ~~(ii)~~reference ofto ~~Regulation~~the ~~S-K.~~full ~~The~~text ~~Company~~of ~~issued~~the aAmendment ~~news~~which ~~release~~will ~~dated~~be ~~September~~filed 3,as ~~2024,~~an ~~announcing~~exhibit with the ~~engagement~~Company’s ofForm ~~Sassetti,~~10-Q afor ~~copy~~the ofquarter ~~which~~ended isMarch ~~filed~~31, ~~herewith as Exhibit 99~~2025.1

~~During~~* ~~the~~* year ended December 31, 2023, and the subsequent interim period through the date hereof, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and Assurance Dimensions on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Assurance Dimensions’ satisfaction, would have caused Assurance Dimensions to make reference thereto in their report; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.*

Assurance Dimensions’ report on the consolidated balance sheets of the Company and its subsidiaries as of December 31, 2023 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year then ended and the related consolidated notes, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Assurance Dimensions did not audit the consolidated financial statements of the Company as of and for the year ended December 31, 2022. Such statements were audited by another auditor whose report was dated April 13, 2023 and which expressed an unmodified opinion on those statements.2

The Company has requested that Assurance Dimensions furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. [A copy of Assurance Dimensions’ letter, dated September 3, 2024, is filed as Exhibit 16.1 to this Form 8-K.]SIGNATURES

~~Item~~Pursuant ~~9.01~~to –the ~~Financial~~requirements ~~Statements~~of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d) The~~Dated: ~~following~~January ~~exhibits~~31, ~~are~~2025 ~~filed as part of this report:~~

Exhibit Number		Description
16.1		Letter of Assurance Dimensions dated September 3, 2024
99.1		News Release dated September 3, 2024

	NOBLE ROMAN’S, INC.

	By:	/s/ Paul W. Mobley
		Paul W. Mobley
		Executive Chairman and
		Chief Financial Officer

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.

	NOBLE ROMAN’S, INC.
Dated: September 3, 2024	By:	/s/ Paul W. Mobley
		Paul W. Mobley Executive Chairman andChief Financial Officer

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