Filing Analysis
Noble Roman’s, Inc. has engaged Stephano Slack, LLC as its new principal accountant to audit the 2025 consolidated financial statements and review quarterly reports.
🚩 Red Flags
- Change in certifying accountant (Item 4.01)
📋 Key Facts
- Engagement date: October 14, 2025
- New auditor: Stephano Slack, LLC
- Scope of work: Auditing 2025 consolidated financial statements and reviewing interim quarterly statements
- The company did not consult with the new auditor regarding any disagreements or issues under Item 304(a)(2) for fiscal years 2023, 2024, or subsequent interim periods.
Noble Roman's, Inc. announced the resignation of Class I Director Marcel Herbst and the appointment of Jeffrey D. Roberts to fill the vacancy. Additionally, the company reported that a quorum was not met at the 2025 Annual Meeting of Shareholders, resulting in the adjournment of the meeting without any votes being taken.
🚩 Red Flags
- Failure to achieve a quorum at the Annual Meeting of Shareholders suggests potential shareholder apathy or dissatisfaction.
- Inability to conduct official business via shareholder vote can delay critical corporate actions.
📋 Key Facts
- Marcel Herbst resigned from the Board effective September 16, 2025; resignation was not due to any dispute with the Company.
- Jeffrey D. Roberts appointed as Class I Director; he is a Founding Partner at Roberts Means Roncevic Kapela LLC.
- The 2025 Annual Meeting of Shareholders held on September 16, 2025, failed to reach a quorum.
- As of August 25, 2025, there were 22,215,512 shares outstanding; 8,665,422 votes were represented at the meeting.
- The required quorum was 11,107,757 shares (majority of votes entitled to be cast).
Noble Roman's, Inc. announced the resignation of its principal accountant, Sassetti LLC, effective June 18, 2025. The company is currently evaluating alternative independent accountants for the 2025 fiscal year.
🚩 Red Flags
- Auditor change combined with previously disclosed material weaknesses (per 10-K filed June 9, 2025).
- Potential for reporting delays if a replacement auditor is not secured promptly.
- Material weakness identification in recent financial filings.
📋 Key Facts
- Sassetti LLC resigned as the principal accountant on June 18, 2025.
- The Board of Directors is in the process of evaluating new auditors for 2025.
- The previous auditor's report for the year ended December 31, 2024, was unqualified and unmodified.
- No disagreements regarding accounting principles or auditing scope were reported between the company and Sassetti.
- Material weaknesses were previously identified in the Form 10-K filed on June 9, 2025.
Noble Roman's, Inc. has amended its Senior Secured Promissory Note with Corbel Capital Partners to extend the maturity date from April 14, 2025, to June 30, 2026. The amendment involves increased interest rates, higher monthly principal payments, and significant dilution via new and extended warrants.
🚩 Red Flags
- Significant dilution risk due to multiple warrants issued at extremely low exercise prices ($0.10).
- Increased cost of debt: The shift from PIK interest to a higher SOFR-based cash rate increases immediate liquidity pressure.
- Requirement for higher monthly principal payments ($91,667) indicates heightened cash flow requirements.
- The extension was necessary because the original maturity date (April 14, 2025) had arrived, suggesting the company could not repay the debt in full.
📋 Key Facts
- Maturity of $8.0 million Senior Note extended from April 14, 2025, to June 30, 2026.
- Interest rate adjusted to SOFR + 9.0% (with a 4.25% floor), eliminating the previous 3% PIK interest component.
- Monthly principal payments increased from $83,333 to $91,667 starting April 30, 2025.
- Existing warrant exercise price reduced from $0.30 to $0.10 per share; exercise period extended to February 2030.
- New warrant issued for up to 750,000 shares at $0.10 per share with a five-year term.
- Contingent warrants: Up to 500,000 additional shares if not redeemed by Aug 14, 2025; and potentially 250,000 more for months outstanding after that date.
- Paid a cash extension fee of approximately $66,000.
Noble Roman’s, Inc. has amended its Senior Secured Promissory Note with Corbel Capital Partners SBIC, L.P., extending the maturity date by only one week from April 7, 2025, to April 14, 2025. The company is currently negotiating further extensions as it attempts to refinance the $6.6 million debt.
🚩 Red Flags
- Extremely short maturity extension (only 7 days) suggests imminent liquidity pressure.
- The company is struggling to refinance a $6.6 million debt obligation by the original deadline.
- Potential liquidity/going concern risk given the reliance on short-term extensions to avoid default.
📋 Key Facts
- Amendment effective as of April 4, 2025.
- The Senior Note has an outstanding balance of approximately $6.6 million.
- Maturity date extended from April 7, 2025, to April 14, 2025 (a 7-day extension).
- Company is in discussions with Corbel Capital Partners SBIC, L.P. for further extensions related to refinancing efforts.
Noble Roman's, Inc. has amended its Senior Secured Promissory Note with Corbel Capital Partners SBIC, L.P., extending the maturity date from February 7, 2025, to April 7, 2025. The company is seeking new financing to repay the remaining $6.7 million balance.
🚩 Red Flags
- Imminent liquidity pressure: The company was facing a debt maturity in February 2025 and required an extension.
- Reliance on external financing: Management explicitly stated they are 'in discussion with potential lenders' to cover the $6.7 million obligation.
- Short runway: The extension only provides a two-month window (until April 7, 2025) to secure new funding.
📋 Key Facts
- Amendment effective as of January 28, 2025.
- Maturity date extended from February 7, 2025, to April 7, 2025.
- Current Senior Note balance is approximately $6.7 million.
- Company agreed to a deferred fee of 1.5% of the loan balance payable upon repayment or maturity.
- Reimbursement of Corbel's expenses up to $4,500.
Noble Roman's, Inc. has dismissed its principal accountant, Assurance Dimensions, and engaged Sassetti LLC to audit the company's annual consolidated financial statements for the fiscal year ending December 31, 2024.
🚩 Red Flags
- Change in certifying accountant (Item 4.01) can sometimes precede restatements or disagreements, though none were reported here.
📋 Key Facts
- Dismissal of Assurance Dimensions as principal accountant effective August 27, 2024.
- Engagement of Sassetti LLC to audit annual and quarterly consolidated financial statements.
- The company stated there were no disagreements with the previous auditor regarding accounting principles or practices.
- Assurance Dimensions' prior reports did not contain adverse opinions, disclaimers, or qualifications.
Noble Roman's, Inc. reported the results of its 2024 annual meeting of shareholders held on August 27, 2024. The meeting resulted in the election of three directors and the ratification of the company's independent auditor.
📋 Key Facts
- Annual Meeting held on August 27, 2024.
- Quorum was met with 56.68% of outstanding shares represented (12,592,551 votes).
- Scott Mobley elected to Class III Director until the 2026 annual meeting.
- Douglas Coape-Arnold and Marcel Herbst elected to Class I Directors until the 2027 annual meeting.
- Ratification of Assurance Dimensions as the independent registered public accounting firm for the year ending December 31, 2024.
Noble Roman's, Inc. has announced that its previously issued financial statements for the fiscal year ended December 31, 2022, should no longer be relied upon due to errors in accounts payable and accumulated deficit. The company identified material weaknesses in its internal control over financial reporting resulting from these errors.
🚩 Red Flags
- Non-reliance on previously issued financial statements (Item 4.02).
- Admission of material weaknesses in internal control over financial reporting.
- Significant understatement of liabilities and accumulated deficit affecting the balance sheet integrity.
📋 Key Facts
- Restatement affects Annual Report on Form 10-K for the year ended December 31, 2022.
- Error originated in years prior to 2020 and was carried forward into 2022.
- Accounts payable and accrued expenses were understated by $1,156,453 (reported $650,582 vs. restated $1,807,035).
- Accumulated deficit was understated by $1,156,453 (reported ($22,953,074) vs. restated ($24,109,527)).
- Total current liabilities increased from $2,316,413 to $3,472,866 due to the correction.
- Management concluded that these errors resulted from material weaknesses in internal control over financial reporting.