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  4. [8-K] NOBLE ROMANS INC Reports Material Event

Noble Roman’s (NROM) closes $6.9M secured term loan, retires Corbel debt and warrants

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Noble Roman’s, Inc. entered into a new senior secured credit agreement with Lake Forest Bank & Trust Company, providing a term loan of approximately $6.9 million. The company used this financing to refinance existing debt, redeem warrants, pay advisory fees, and cover closing costs.

The term loan bears interest at Term SOFR plus 4.00%, currently totaling 7.60% per year, and matures in five years with principal and interest paid in fixed monthly amounts. A 1.00% prepayment fee applies only if repaid before the second anniversary.

Unlike the prior Corbel facility, the new loan has no equity or payment-in-kind interest components. Noble Roman’s must maintain specified financial ratios, enter into interest rate hedging contracts covering at least 50% of the outstanding principal within 90 days, and grant first-priority liens on all company and subsidiary assets as collateral.

Positive

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Negative

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Insights

Noble Roman’s refinances debt with a new secured term loan and removes warrant overhang.

Noble Roman’s replaces prior Corbel financing with a $6.9 million senior secured term loan from a Wintrust subsidiary. Proceeds retire about $5.4 million of senior debt, $580,000 of subordinated debt, and pay $196,000 in advisory fees plus closing costs.

The new loan carries cash interest at Term SOFR plus 4.00%, a five-year amortization, and a limited 1.00% prepayment fee before the second anniversary. Importantly, it removes equity and payment-in-kind features tied to the prior Corbel loan and redeems warrants to purchase 5,500,000 shares.

Covenants require maintaining financial ratios, granting first-priority liens, and entering interest rate hedges on at least half of the outstanding principal through maturity. Overall this is a capital structure reshaping rather than a growth transaction, so the directional impact on valuation depends on future performance under the new debt terms.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
New term loan amount $6.9 million Senior secured term loan from Lake Forest Bank & Trust Company
Corbel senior debt repaid $5.4 million Outstanding senior secured term loan including accrued interest and costs
Subordinated debt repaid $580,000 Outstanding subordinated debt including accrued interest
Advisory fees $196,000 Paid to Three Sixty Seven Advisory for this transaction
Warrant redemption payment $500,000 To redeem warrants for up to 5,500,000 common shares
Interest rate Term SOFR + 4.00% = 7.60% per annum Cash interest on the new term loan at current levels
Loan maturity 5 years Term of the senior secured term loan
Prepayment fee 1.00% Applies only to prepayments before the second anniversary
senior secured term loan financial
"the Lender provided the Company with a senior secured term loan (the “Term Loan”)"
A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.
Term SOFR financial
"The Term Loan bears interest, payable in cash, at a rate per annum equal to Term SOFR"
Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.
payment-in-kind interest financial
"there are no equity or payment-in-kind interest components to the Term Loan"
Payment-in-kind interest is interest that a borrower pays not with cash but by increasing the loan balance or issuing additional securities, like receiving more IOUs instead of money. For investors this matters because it reduces immediate cash receipts, can dilute ownership or increase a company’s debt load over time, and signals how comfortably a borrower can meet cash obligations — all factors that affect valuation and credit risk.
first priority liens financial
"secured by first priority liens on all assets of the Company and its subsidiary"
First priority liens are legal claims that give a lender the first right to seize and sell specific assets if a borrower fails to repay. For investors, they matter because holders of first priority liens are paid before other creditors in a bankruptcy or repossession, which usually makes those loans or bonds safer and influences yields, recovery rates, and how much risk equity holders face—think of them as being first in line at a payout.
interest rate hedging contracts financial
"The Agreement also requires the Company to enter into interest rate hedging contracts within 90 days"
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Understanding 8-K Material Events →

 

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): June 10, 2026

 

NOBLE ROMAN’S, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Indiana

(State or Other Jurisdiction of Incorporation)

 

0-11104

 

35-1281154

(Commission File Number)

 

(IRS Employer Identification No.)

 

6612 E. 75th Street, Suite 450

Indianapolis, Indiana 46250

(Address of Principal Executive Offices)

 

(317) 634-3377

(Registrant’s Telephone Number)

 

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

 

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 June 10, 2026, Noble Roman’s, Inc. (the “Company”) entered into a Credit Agreement (the “Agreement”) with Lake Forest Bank & Trust Company, N.A., a subsidiary of Wintrust Financial Corporation (the “Lender”). Pursuant to the Agreement, the Lender provided the Company with a senior secured term loan (the “Term Loan”) in the amount of approximately $6.9 million. The Company used the proceeds of the Term Loan to: (1) repay the outstanding balance of approximately $5.4 million of the senior secured term loan with Corbel Capital Partners SBIC, L.P. (“Corbel”) including accrued interest and other costs,, as well as $500,000 to purchase and redeem of all of the outstanding warrants to purchase up to 5,500,000 shares of common stock issued in connection with the Corbel loan; (2) repay the outstanding balance of $580,000 subordinated debt including accrued interest; (3) pay $196,000 to Three Sixty Seven Advisory for advisory fees associated with the transaction; and (4) pay closing costs and fees associated with the transaction.

 

The Term Loan bears interest, payable in cash, at a rate per annum equal to Term SOFR, as defined in the Agreement, plus 4.00% (currently totaling 7.60% per annum) and has a five-year maturity period. Principal and interest are payable in fixed monthly amounts over the term of the loan. The Agreement provides for a 1.00% fee for prepayment before the second anniversary of the closing, with no prepayment fee applicable thereafter. Unlike the Company’s prior loan from Corbel, there are no equity or payment-in-kind interest components to the Term Loan.

 

The Agreement contains customary affirmative and negative covenants, including, among other things, covenants requiring the Company to maintain certain financial ratios. The Agreement also requires the Company to enter into interest rate hedging contracts within 90 days in an aggregate notional amount of at least 50% of the outstanding principal amount of the Term Loan, with a term through the maturity date of the Term Loan.  

 

The Company’s obligations under the Agreement are secured by first priority liens on all assets of the Company and its subsidiary.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

 

Item 1.02 – Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is 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.

 

*   *   *

 

 

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.

 

 NOBLE ROMAN’S, INC.
    
Dated: June ___, 2026By:/s/ Paul W. Mobley 

 

 

Paul W. Mobley 
  Executive Chairman and  
  Chief Financial Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What new debt financing did Noble Roman’s (NROM) enter into?

Noble Roman’s entered a new senior secured term loan for about $6.9 million with Lake Forest Bank & Trust Company. The loan bears interest at Term SOFR plus 4.00%, currently totaling 7.60% annually, and has a five-year maturity with fixed monthly principal and interest payments.

How is Noble Roman’s using the proceeds of the new term loan?

The company is using the $6.9 million term loan to repay about $5.4 million of senior debt to Corbel, retire $580,000 of subordinated debt, pay $196,000 in advisory fees, redeem warrants, and cover closing costs associated with the refinancing transaction.

What happens to Noble Roman’s prior Corbel financing and warrants?

Noble Roman’s is repaying the outstanding balance of its senior secured term loan from Corbel, including accrued interest and costs. It is also paying $500,000 to purchase and redeem all outstanding warrants to buy up to 5,500,000 common shares that were originally issued in connection with the Corbel loan.

What are the key terms of Noble Roman’s new loan interest and prepayment?

The term loan interest rate equals Term SOFR plus 4.00%, currently 7.60% per year, paid entirely in cash. Principal and interest are due in fixed monthly installments, and a 1.00% prepayment fee applies only if the loan is prepaid before the second anniversary of closing.

What covenants and collateral secure Noble Roman’s new credit agreement?

The agreement includes customary affirmative and negative covenants, including requirements to maintain certain financial ratios. Noble Roman’s obligations are secured by first priority liens on all assets of the company and its subsidiary, strengthening the lender’s collateral position under the new term loan.

What interest rate hedging requirements does Noble Roman’s face under this loan?

Noble Roman’s must enter into interest rate hedging contracts within 90 days in a notional amount of at least 50% of the outstanding principal. These hedges must extend through the term loan’s maturity date, helping manage the company’s exposure to variable interest rates tied to Term SOFR.

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