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 18, 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.)

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.

Effective June 18, 2025, Sassetti LLC (“Sassetti”) resigned as the principal accountant of Noble Roman’s, Inc. (the “Company”). The Board of Directors of the Company is evaluating alternative independent accountants to serve as the Company’s auditor for 2025.

Sassetti’s report on consolidated balance sheets of the Company and its subsidiaries as of December 31, 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended December 31, 2024, and the related 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. Sassetti did not audit the consolidated financial statements of the Company as of and for the year ended December 31, 2023. Such statements were audited by another auditor whose report was dated April 15, 2024 and which expressed an unqualified and unmodified opinion on those statements.

During the fiscal years ended December 31, 2024 and 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 Sassetti on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Sassetti’s satisfaction, would have caused Sassetti to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for the identification of certain material weaknesses, as detailed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 9, 2025.

The Company has requested that Sassetti furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of Sassetti’s letter, dated June 20, 2025, is filed as Exhibit 16.1 to this Form 8-K.

Item 9.01 – Financial Statements and Exhibits.

(d) The following exhibits are filed as part of this report:

Exhibit

Number

Description

16.1

Letter of Sassetti LLC dated June 20, 2025

* * *

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: June 24, 2025

	NOBLE ROMAN’S, INC.

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

NOBLE ROMANS INC 8-K