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 10, 2023

 

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.)

 

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 5.07 Submission of Matters to a Vote of Security Holders

 

On August 10, 2023, the 2023 annual meeting of the shareholders (the “Annual Meeting”) of Noble Roman’s, Inc. (the “Company”) was called to order. Under the Company’s by-laws, shareholders representing a majority of the votes entitled to be cast on a particular matter must be represented in person or by proxy to constitute a quorum for such matter. As of June 5, 2023, the record date for the Annual Meeting, there were 22,215,512 shares of the Company’s common stock issued and outstanding. Accordingly, shareholders representing 11,107,757 shares were required to be present in person or by proxy for a quorum to exist at the Annual Meeting. Based on information available to the Company, shares representing 9,074,749 votes were represented in person or by proxy at the Annual Meeting. Therefore, a quorum did not exist, and the Company’s Executive Chairman adjourned the Annual Meeting without taking any vote. The next meeting of shareholders will be scheduled for 2024.

 

*            *          *

 

 

2

 

 

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: August 10, 2023

 

 

NOBLE ROMAN’S, INC.

    
By:/s/  Paul W. Mobley

 

 

Paul W. Mobley

Executive Chairman and

Chief Financial Officer

 

 

 

3

 

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Aug. 10, 2023
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Entity Registrant Name NOBLE ROMAN’S, INC.
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Document Type 8-K
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Document Period End Date Aug. 10, 2023
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Local Phone Number 634-3377
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Pre Commencement Issuer Tender Offer false
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