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): December 14, 2023
NOBLE ROMAN’S, INC. |
(Exact name of Registrant as specified in its charter) |
Indiana | | 0-11104 | | 35-1281154 |
(State or other jurisdiction | | (Commission | | (I.R.S. Employer |
of incorporation) | | File Number) | | Identification 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)) |
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 4.01 Changes in Registrant’s Certifying Accountant.
On December 14, 2023, Noble Roman’s, Inc. (the “Company”) engaged Assurance Dimensions as the Company’s principal accountant to audit the 2023 consolidated financial statements for the Company and its subsidiaries. During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through the date hereof, the Company did not consult with Assurance Dimensions regarding any matter set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K. The Company issued a news release dated December 15, 2023, announcing such engagement, a copy of which is filed herewith as Exhibit 99.1
Item 9.01 – Financial Statements and Exhibits.
(d) The following exhibits are filed as part of this report:
* * *
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.
Dated: December 15, 2023
| | NOBLE ROMAN’S, INC. | |
| | | | |
| By: | /s/ Paul W. Mobley | |
| | Paul W. Mobley | |
| | | Executive Chairman and Chief Financial Officer | |
