~~UNITED~~United ~~STATES~~States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~March~~June 3130, 2025

Commission file number: 0-11104

NOBLE ROMAN’S, INC.

(Exact name of registrant as specified in its charter)

Indiana		35-1281154
(State or other jurisdiction of organization)		(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

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June~~August 2018, 2025, there were 22,215,512 shares of Common Stock, no par value, outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

The following unaudited consolidated financial statements are included herein:

Condensed consolidated balance sheets as of December 31, 2024 and March 31, 2025 (unaudited)		Page 3
Condensed consolidated statements of operations for the three-month periods ended March 31, 2024 and 2025 (unaudited)		Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended March 31, 2024 and 2025 (unaudited)		Page 5
Condensed consolidated statements of cash flows for the three-month periods ended March 31, 2024 and 2025 (unaudited)		Page 6
Notes to condensed consolidated financial statements (unaudited)		Page 7

The following unaudited consolidated financial statements are included herein:

2 Table of Contents

Consolidated balance sheets as of December 31, 2024 and June 30, 2025 (unaudited)		Page 3
Condensed consolidated statements of operations for the three-month and six-month periods ended June 30, 2024 and 2025 (unaudited)		Page 4
Condensed consolidated statements of changes in stockholders’ equity for the three-month periods ended June 30, 2024 and 2025 and six-month periods ended June 30, 2024 and 2025 (unaudited)		Page 5
Condensed consolidated statements of cash flows for the six-month periods ended June 30, 2024 and 2025 (unaudited)		Page 6
Notes to condensed consolidated financial statements (unaudited)		Page 7

~~Noble~~Page ~~Roman's,~~2 ~~Inc.~~Table ~~and~~of ~~Subsidiaries~~Contents

~~Consolidated~~Noble ~~Balance~~Roman’s, ~~Sheets~~Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited and Not Reviewed)

	December 31,2024			March 31,2025
Assets	December 31,2024			June 30,2025
Assets
Current assets:	(not reviewed)			(not reviewed)
Current assets:	(Not Reviewed)			(Not Reviewed)
Cash	$	710,227		$	635,629
Cash	$	710,227		$	564,637
Employee Retention Tax Credit Receivable		507,726			507,726
Accounts receivable - net		586,554			~~529~~662,~~648~~624
Inventories		986,975			~~983~~1,~~201~~003,365
Prepaid expenses		194,902			~~175~~231,~~148~~149
Total current assets		2,986,384			23,~~760~~040,~~360~~493
Property and equipment:
Equipment		4,349,205			4,~~367~~398,~~876~~834
Leasehold improvements		3,142,591			3,~~143~~156,~~365~~209
		7,491,796			7,~~511~~555,~~241~~043
Less accumulated depreciation and amortization		3,583,276			3,~~678~~779,~~800~~783
Net property and equipment		3,908,520			3,~~832~~775,~~441~~260
Deferred tax asset		3,532,199			3,~~490~~371,~~947~~410
Deferred contract costs		1,604,952			1,597,310
Deferred contract cost		1,604,952			1,682,831
Goodwill		278,466			278,466
Operating lease right of use assets		4,154,804			43,~~010~~746,~~511~~195
Other assets		303,922			318,455
Other assets including long-term portion of receivables - net		303,922			333,943
Total assets	$	16,769,247		$	16,~~288~~228,~~490~~598
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	840,848		$	~~535~~562,~~885~~932
Current portion of operating lease liability		870,140			~~923~~976,~~277~~414
Current portion of Corbel loan payable		1,066,668			1,~~091~~100,~~670~~004
Warrant liability		538,822			538,822
Total current liabilities		3,316,478			3,~~089~~178,~~654~~172
Long-term obligations:
Loan payable to Corbel net of current portion		5,551,738			5,368,400
Term loan payable to Corbel net of current portion		5,551,738			5,084,293
Convertible notes payable		575,000			575,000
Operating lease liabilities – net of current portion		3,505,718			3,302,141
Operating lease liabilities - net of short-term portion		3,505,718			2,971,443
Deferred contract income		1,604,952			1,~~597~~682,~~310~~833
Total long-term liabilities		11,237,408			10,~~842~~313,~~851~~569
Total liabilities	$	14,553,886		$	13,~~932~~491,~~505~~741
See Note 6 regarding Contingencies
See Note 9 regarding Contingencies
Stockholders’ equity:
Common Stock – no par value (40,000,000 shares authorized, 22,215,512 issued and outstanding as of December 31, 2024 and March 31, 2025)		24,867,778			24,877,769
Common stock – no par value (40,000,000 shares authorized,22,215,512 issued and outstanding as of December 31, 2024 andas of June 30, 2025)		24,867,778			24,887,761
Accumulated deficit		(22,652,417	)		(22,~~521~~150,~~784~~904	)
Total stockholders’ equity		2,215,361			2,~~355~~736,~~985~~857
Total liabilities and stockholders’ equity	$	16,769,247		$	16,~~288~~228,~~490~~598

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 3 Table of Contents

Noble Roman'’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited and Not Reviewed)

	Three-Months Ended March 31,
	Three months endedJune 30,					Six months endedJune 30,
	2024			2025
	(not reviewed)					(not reviewed)
	(Not Reviewed)			(Not Reviewed)
	2024			2025		2024			2025
Revenue:
Restaurant revenue - company-owned Craft Pizza & Pub	$	1,995,524		$	2,019,418
Restaurant revenue – company-owned Craft Pizza & Pub	$	2,222,551		$	2,324,459	$	4,218,075		$	4,343,877
Restaurant revenue - company-owned non-traditional		238,147			294,573
Restaurant revenue – company-owned non-traditional		236,705			295,025		474,852			589,598
Franchising revenue		1,~~425~~435,~~290~~748			1,~~445~~454,~~908~~251		2,861,039			2,900,159
Administrative fees and other		79,~~144~~673			~~299~~6,654		16,817			6,954
Total revenue		3,~~666~~904,~~105~~678			34,~~760~~080,~~198~~389		7,570,783			7,840,588
Operating expenses:
Restaurant expenses - company-owned Craft Pizza & Pub		1,831,444			1,890,687
Restaurant expenses – company-owned Craft Pizza & Pub		1,978,273			2,009,183		3,809,717			3,899,870
Restaurant expenses - company-owned non-traditional		225,760			293,111
Restaurant expenses – company-owned non-traditional		235,288			274,483		461,048			567,593
Franchising expenses		~~489~~460,~~667~~694			~~546~~394,~~447~~745		950,361			941,192
Total operating expenses		2,~~546~~674,~~871~~255			2,~~730~~678,~~245~~411		5,221,126			5,408,655
Depreciation and amortization		96,~~266~~300			96100,~~066~~983		192,565			197,049
General and administrative expenses		~~577~~570,~~286~~129			~~424~~386,~~405~~260		1,147,416			810,665
Defense against activist shareholder		136,~~479~~064			~~7,843~~736		19,542			8,580
Total expenses		3,~~233~~346,~~902~~748			3,~~258~~166,~~559~~390		6,580,649			6,424,949
Operating income		~~432~~557,~~203~~930			~~501~~913,~~639~~999		990,134			1,415,639
Interest expense		~~394~~435,~~180~~184			~~329~~423,~~754~~582		829,365			753,336
Change in fair value of warrants		~~124~~65,~~500~~888			-		190,388			-
Income (loss) before income taxes		~~(86~~56,~~477~~858	)		~~171~~490,~~885~~417		(29,619	)		662,303
Income tax expense		-			41,252
Income tax		-			119,537		-			160,789
Net income (loss)	$	~~(86~~56,~~477~~858	)	$	~~130~~370,~~633~~880	$	(29,619	)	$	501,514
Earnings per share - basic
Earnings (loss) per share – basic:
Net income (loss)	$	(0.00	)	$	0.0102	$	(.00	)	$	.02
Weighted average number of common shares outstanding		22,215,512			22,215,512		22,215,512			222,215,512
Diluted earnings per share:
Diluted earnings (loss) per share:
Net income (loss)	$	(0.00	)	$	0.0102	$	(.00	)	$	.02
Weighted average number of common shares outstanding		2223,~~215~~713,~~512~~531			25,~~278~~008,~~930~~223		22,215,512			25,008,223

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 4 Table of Contents

Noble Roman'’s, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in

Stockholders'’ Equity

(Unaudited and Not Reviewed)

Three Months Ended March 31, 2025:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total

Six Months Ended June 30, 2025:

Balance at December 31, 2024		22,215,512	$	24,867,778	$	(22,652,417	)	$	2,215,361

Net income for six months ended June 30, 2025						501,514			501,514

Amortization of value of employee stock options		-		19,983		-			19,983
Balance at June 30, 2025		22,215,512	$	24,887,760	$	(22,150,904	)	$	2,736,857

	Common Stock				Accumulated
		Shares		Amount	Deficit			Total
Balance at December 31, 2024		22,215,512	$	24,867,778	$	(22,652,417	)	$	2,215,361
Amortization of value of stock options				9,991					9,991
Net income for three months ended March 31, 2025		-		-		130,633			130,633
Balance at March 31, 2025		22,215,512	$	24,877,769	$	(22,521,784	)	$	2,355,985

Three Months Ended June 30, 2025:

Three Months Ended March 31, 2024:

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total

Balance at March 31, 2025		22,215,512	$	24,877,769	$	(22,521,784	)	$	2,355,985

Net income for three months ended June 30, 2025						370,880			370,880
Amortization of value of employee stock options		-		9,991		-			9,991
Balance at June 30, 2025		22,215,512	$	24,887,760	$	(22,150,904	)	$	2,736,857

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total
Six Months Ended June 30, 2024:
Balance at December 31, 2023		22,215,512	$	24,840,126	$	(22,649,243	)	$	2,190,883
Amortization of value of stock options				2,991					2,991
Net loss for the six months ended June 30, 2024						(29,619	)		(29,619	)
Net loss for three months ended March 31, 2024		-		-		(86,477	)		(86,477	)
Amortization of value of employee stock options		-		5,983		-			5,983
Balance at March 31, 2024		22,215,512	$	24,843,117	$	(22,735,720	)	$	2,107,397
Balance at June 30, 2024		22,215,512	$	24,846,109	$	(22,678,862	)	$	2,167,247

~~See~~Three ~~accompanying~~Months ~~notes~~Ended toJune ~~condensed~~30, ~~consolidated financial statements (unaudited)~~ 2024:

5 Table of Contents

	Common Stock				Accumulated
	Shares		Amount		Deficit			Total

Balance at March 31, 2024		22,215,512	$	24,843,117	$	(22,735,720	)	$	2,107,397

Net income for three months ended June 30, 2024						56,858			56,858
Amortization of value of employee stock options		-		2,992		-			2,992
Balance at June 30, 2024		22,215,512	$	24,846,109	$	(22,678,862	)	$	2,167,247

~~Noble~~Page ~~Roman's,~~5 ~~Inc.~~Table ~~and~~of ~~Subsidiaries~~Contents

~~Consolidated~~Noble ~~Statements~~Roman’s, ofInc. ~~Cash~~and ~~Flows~~Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited and Not Reviewed)

OPERATING ACTIVITIES	Three Months Ended March 31,
	Six months ended
	2024			2025
	June 30,
	(Not Reviewed)			(Not Reviewed)
	(not reviewed)			(not reviewed)
Net income (loss)	$	(86,477	)	$	130,633
OPERATING ACTIVITIES	2024			2025
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Net income (loss)	$	(29,619	)	$	501,514
Change in fair value of warrants		124,500			-
Adjustments to reconcile net income (loss) to net cash
Amortization of value of stock options		2,991			9,991
Provided by operating activities:
Depreciation and amortization		212,051			190,148
Change in fair value of warrants		190,388			-
Amortization of lease cost in excess of cash paid in accordance with ASU 2016-02		15,818
Depreciation and amortization		428,649			323,469
Deferred income taxes		-			41,252
Amortization of lease costs in excess of cash paid		9,761			2,527
Deferred income taxes		-			160,789
Changes in operating assets and liabilities:
(Increase) decrease in:
Employee Retention Tax Credit		-			-
Accounts receivable		472,755			(75,190	)
Accounts receivable		449,143			92,835
Inventories		(21,967	)		(16,390	)
Inventories		(33,736	)		3,774
Prepaid expenses		118,011			(36,247	)
Prepaid expenses		37,485			19,754
Other assets		(14,729	)		(30,021	)
Other assets including long-term portion of receivables		51,283			(14,533	)
Decrease in deferred contact cost		(15,305	)		77,881
Decrease in deferred contract income		(20,306	)		(7,642	)
Increase (decrease) in:
Increase in deferred contract cost		3,987			7,642
Accounts payable and accrued expenses		(668,707	)		(277,916	)
Decrease in accounts payable and accrued expenses		(195,164	)		(315,717	)
Decrease (increase) in deferred contract income		3,627			(74,879	)
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES		561,575			158,137
NET CASH PROVIDED BY OPERATING ACTIVITIES		472,864			555,537
INVESTING ACTIVITIES
Purchase of property and equipment		(1844,~~832~~128	)		(1963,~~445~~247	)
NET CASH USED IN INVESTING ACTIVITIES		(18,832	)		(19,445	)
NET CASH (USED) IN INVESTING ACTIVITIES		(44,128	)		(63,247	)
FINANCING ACTIVITIES
Principal payment on Corbel loan		(250,000	)		(250,000	)
Payment of principal on Corbel loan		(500,000	)		(566,888	)
Reduce lease liability		-			(34,282	)
NET CASH (USED) IN FINANCING ACTIVITIES		(500,000	)		(566,888	)
NET CASH USED BY FINANCING ACTIVITIES		(250,000	)		(284,282	)
Decrease in cash		(71,264	)		(74,598	)
(Decrease) Increase in cash		292,743			(145,590	)
Cash at beginning of period		872,335			710,227
Cash at end of period	$	1801,~~165,078~~071		$	~~564~~635,~~637~~629
Supplemental schedule of investing and financing activities
Cash paid for interest	$	~~278~~599,~~395~~265		$	~~230~~453,~~184~~158

See accompanying notes to condensed consolidated financial statements (unaudited).

Page 6 Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1 - The accompanying unaudited interim condensed consolidated financial statements, included herein, have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated statements have been prepared in accordance with the Company’s accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) and should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that report. Unless the context indicates otherwise, references to the “Company” mean Noble Roman’s, Inc. and its subsidiaries.

In the opinion of the management of the Company, the information contained herein reflects all adjustments necessary for a fair presentation of the results of operations and cash flows for the interim periods presented and the financial condition as of the dates indicated, which adjustments are of a normal recurring nature. The results for the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2025 are not necessarily indicative of the results to be expected for the full year ending December 31, 2025.

Effective June 18, 2025, Sassetti LLC resigned as the Company’s principal accountant. The Board of Directors of the Company is evaluating alternative independent accountants to serve as the Company’s auditor for 2025. Accordingly, this Quarterly Report on Form 10-Q for the quarterly period ended ~~March~~June 3130, 2025 has not been reviewed by an independent registered public accounting firm in accordance with the rules and regulations of the ~~Securities and Exchange Commission (the “~~SEC”). As a result, this report is deemed deficient and may not fully comply with all applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

~~Once~~The Company expects that once the Board of Directors has retained a new auditor for 2025 and its review is completed, the Company will file with the SEC an amendment to this Form 10-Q to include the reviewed financial statements and any additional disclosures if necessary.

Significant Accounting Policies

During the first quarter of 2023, the Company determined that it is entitled to an Employee Retention Tax Credit (“ERTC”) of $1.718 million and has submitted amended Federal Form 941 returns claiming that refund. ~~Although the refund was recorded in the first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters.~~ The ERTC refund is treated as a government grant reducing appropriate expenses for the $1.718 million less expenses for applying for the refund of $258,000, or a net of $1.~~460~~46 million, which primarily affected the franchising venue as other operating expenses, a much smaller amount toaffected general and administrative expenses and approximately $83,000 of the ~~refund~~affected ~~was to~~ the Company’s subsidiary, RH Roanoke. This refund applied both to Noble Roman’s, Inc. and its subsidiary, RH Roanoke, Inc. Although the refund was recorded in the first quarter of 2023, it effectively reimbursed for expenses and lost revenue that occurred over several prior quarters. To date the Company has received all five quarterly refunds for Roanoke, Inc. and three refunds for 2020 and one of the two quarterly refunds for 2021 for Noble Roman’s, Inc. In recent communications, the Internal Revenue Service (the “IRS”), indicated the final refund claim had been received and was in process.

There have been no significant changes in the Company's accounting policies from those disclosed in the 2024 Form 10-K.

Page 7 Table of Contents

Note 2 – Inventory ~~consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be used in future locations~~. ~~At March 31, 2025 and 2024 inventory consisted of the following:~~

	As of 3/31/25		As of 3/31/24
Ingredient inventory used to make products in company locations	$	175,148	$	182,991
Marketing materials		30,003		35,692
Equipment inventory		778,050		780,872
Total	$	983,201	$	999,555

Inventory consists of ingredient inventory used to make products in the Company-owned restaurants, marketing materials to sell to franchisees and equipment inventory to be used in future locations. At June 30, 2025 and December 31, 2024, inventory consisted of the following:

Note 3 – Royalties and fees included initial franchise fees of $66,430 (after deferral of $37,500 initial fees and amortization of $45,142 of previously deferred fees) for the three -month period ended March 31, 2025 and $63,779 (after deferral of initial fees of $52,500 and amortization of $43,779 of previously deferred fees) for the three-month period ended March 31, 2024. Royalties and fees included equipment commissions of $12,801 for the three-month period ended March 31, 2025 and $66,585 for the three-month period ended March 31, 2024. Royalties and fees, including amortized initial franchise fees and equipment commissions, were $1,445,908 for the three-month period ended March 31, 2025 and $1,425,290 for the three-month period ended March 31, 2024. Essentially all of the cost for the services required to be performed by the Company are incurred prior to the franchise fee income being recorded, which is based on a contractual liability of the franchisee.

	As of 12/31/24		As of 6/30/25
Ingredient inventory used to make products in company locations	$	171,793	$	179,962
Marketing materials		31,239		31,551
Equipment inventory		783,943		791,852
Total	$	986,975	$	1,003,365

~~Deferred~~Note ~~contract~~3 ~~income~~– ~~was~~Royalties and fees included initial franchise fees of $152,~~597~~409 (after deferral of initial fees of $135,~~310~~000 and amortization of $123,721 of previously deferred ~~costs~~fees ~~were~~and receipt of $14,~~597~~000 in transfer fees) for the six-month period ended June 30,~~310~~ as2025 and $122,846 (after deferral of ~~March~~initial 31fees of $127,500 ~~2025. On~~and ~~average~~amortization of $94,846 of previously deferred fees and receiving $28,000 in transfer fees) for the ~~cost~~six-month period ended June 30, 2024. Royalties and fees included equipment commissions of ~~opening~~$17,605 afor ~~non~~the six-~~traditional~~month period ended June 30, 2025, and $92,104 for the six-month period ended June 30, 2024. Royalties and fees, including amortized initial franchise isfees ~~approximately~~and equipment commissions, were $2,900,159 for the ~~same~~six-month asperiod ended June 30, 2025 and $2,861,039 for the ~~franchise~~six-month ~~fee~~period ended June 30, ~~which~~2024. isMost aof ~~principal~~the ~~factor~~cost ~~considered~~for the services required to be performed by the Company inare ~~determining~~incurred prior to the franchise fee ~~payable~~income bybeing recorded, which is based on a contractual liability of the franchisee.

AtDeferred ~~December~~contract ~~31,~~income ~~2024~~ and ~~March~~deferred ~~31,~~costs ~~2025~~were $1,682,831 the carrying values of the Company’s franchise receivables are intended to represent the realizable value. The Company anticipates that substantially all of its accounts receivable reflected on the consolidated balance sheet as of ~~March~~June 3130, 2025~~, will be collected~~.

~~During~~At ~~the~~December ~~three-month~~31, ~~period~~2024 ~~ended~~and ~~March~~June 3130, 2025, ~~there~~the ~~were~~carrying novalues ~~Company-operated~~of orthe ~~franchised~~Company’s ~~Craft~~franchise ~~Pizza~~receivables &have ~~Pub~~been ~~restaurants~~reduced ~~opened~~to oranticipated ~~closed~~realizable value. After ~~During~~considering this reduction of carrying value, the ~~same~~Company ~~three-month~~anticipates ~~period~~that 10substantially ~~new~~all ~~non-traditional~~of ~~outlets~~its ~~opened~~accounts ~~and~~receivable noreflected ~~non-traditional~~on ~~outlets~~the ~~closed.~~consolidated balance sheet as of June 30, 2025, will be collected.

~~Note~~During 4the three-month Asand ~~the~~six-month ~~Company~~periods ~~reported~~ended ~~previously, it is pursuing plans to obtain new financing to repay the Senior Note (as defined in Note 6) prior to its maturity in~~ June ~~2026 and to repay the Notes (as defined in Note 6) entirely. Although not obligated~~30, ~~the~~2025 ~~Company’s~~there ~~intent~~were ~~is to purchase all of the above outstanding warrants issued to Corbel (as defined in Note 6) upon successful completion of the current financing efforts. There can be~~ no ~~assurance that the~~ Company-operated ~~will~~or befranchised ~~able~~Craft toPizza ~~refinance~~& ~~the~~Pub ~~Senior~~restaurants ~~Note~~opened ~~on favorable terms~~ or ~~at all~~closed. There ~~However,~~were ~~based~~21 onnew ~~its~~non-traditional ~~credit~~outlets ~~metrics,~~opened ~~including its recent~~ and ~~forecasted~~three ~~earnings~~non-traditional ~~before~~outlets ~~interest,~~closed ~~taxes~~during ~~and depreciation and amortization,~~ the ~~Company~~six-month ~~believes~~periods itended ~~will~~June be30, ~~able~~2025, ~~to complete the refinancing~~respectively.

8Note ~~Table~~4 of– ~~Contents~~As the Company reported previously, it is pursuing plans for new financing to repay the loan from Corbel Capital Partners SBIC, L.P. (“Corbel”) and to repay the subordinated notes. There can be no assurance that the Company will be able to obtain the financing as planned on favorable terms or at all. However, based on its credit metrics, including its recent and forecasted earnings before interest, taxes and depreciation and amortization, the Company believes it will be able to complete the refinancing before the Corbel loans are due.

~~Note~~Page 58 -Table ~~The following table sets forth the calculation~~ of basic and diluted earnings per share for the three-month period ended March 31, 2025. The ERTC refund recorded in 2023 mostly received in 2024 with additional expected to be received in 2025 or later, reflected excess costs and lost revenue incurred by the Company as a result of government restrictions in an attempt to prevent the spread of a novel strain of Coronavirus (“COVID”).Contents

	Three Months Ended March 31, 2025
	Income(Numerator)		Shares(Denominator)		Per-ShareAmount
Net income	$	171,926		22,215,512	$	0.01
Effect of dilutive securities
Stock and warrant dilution				1,913,418
Convertible notes		14,375		1,150,000		-
Diluted earnings per share
Net income	$	186,301		25,278,930	$	0.01

Note 5 - The following table sets forth the calculation of basic and diluted earnings per share for the three-month periods ended June 30, 2025 and June 30, 2024:

The following table sets forth the calculation of basic and diluted loss per share for the three-month period ended March 31, 2024:

	Three Months Ended June 30, 2025
	Income (Numerator)		Shares (Denominator)		Per-Share Amount
Net income	$	378,535		22,215,512	$	0.02
Effect of dilutive securities
Stock option and warrant dilution				1,642,711
Convertible notes		14,375		1,150,000		-
Diluted earnings per share
Net income	$	392,910		25,008,223	$	0.02

	Three Months Ended March 31, 2024
	Three Months Ended June 30, 2024
	Loss(Numerator)			Shares(Denominator)		Per-ShareAmount
	Income(Numerator)			Shares(Denominator)		Per-ShareAmount
Net loss	$	(86,477	)		22,215,512	$	(0.00	)
Net income	$	56,858			22,215,512	$	0.00
Effect of dilutive securities
Stock and warrant dilution					142,943
Stock option and warrant dilution					248,019
Convertible notes		1415,~~375~~000			1,~~150~~250,000		-
Diluted loss per share
Diluted earnings per share
Net loss (1)	$	(72,102	)		22,215,512	$	(0.00	)
Net income	$	71,858			23,713,531	$	0.00

~~(1)~~The ~~Net~~following ~~loss~~table ~~per~~sets ~~share~~forth isthe ~~shown~~calculation ~~same~~of as basic and diluted earnings (loss) per share ~~because~~for the ~~underlying~~six-month ~~dilutive~~periods ~~securities~~ended ~~have~~June ~~anti-dilutive~~30, ~~effect.~~2025 and June 30, 2024:

Note 6 – On February 7, 2020, the Company entered into a Senior Secured Promissory Note and Warrant Purchase Agreement (as amended, the “Agreement”) with Corbel Capital Partners SBIC, L.P. (“Corbel”) pursuant to which, among other things, the Company issued to Corbel a senior secured promissory note (as amended, the “Senior Note”) in the initial principal amount of $8.0 million. The Company used the net proceeds of the Agreement as follows: (i) $4.2 million was used to repay the Company’s then-existing bank debt which was in the original amount of $6.1 million; (ii) $1,275,000 was used to repay the portion of the Company’s existing subordinated convertible debt the maturity date of which most had not previously been extended; (iii) debt issuance costs; and (iv) the remaining net proceeds were used for working capital or other general corporate purposes, including development of new Company-owned Craft Pizza & Pub locations.

	Six Months Ended June 30, 2025
	Loss (Numerator)		Shares (Denominator)		Per-Share Amount
Net income	$	501,514		22,215,512	$	0.02
Effect of dilutive securities
Stock and warrant dilution				1,642,711
Convertible notes		28,750		1,150,000		-
Diluted earnings per share
Net income	$	530,264		25,008,223	$	0.02

The Senior Note, as amended, bears cash interest of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest. Interest is payable in arrears on the last calendar day of each month. The Senior Note, as amended, matures on June 30, 2026. The Senior Note now requires principal payments of $91,667 per month beginning in May 2025.

	Six Months Ended June 30, 2024
	Income (Numerator)			Shares (Denominator)		Per-Share Amount
Net loss	$	(29,619	)		22,215,512	$	(0.00	)
Effect of dilutive securities
Stock option and warrant dilution					248,019
Convertible notes		28,750			1,250,000		-
Diluted earnings (loss) per share
Net loss	$	(869	)		22,215,512	$	(0.00	)

Page 9 Table of Contents

InNote ~~conjunction~~6 ~~with~~– ~~the~~On ~~borrowing~~February ~~under~~7, ~~the Senior Note~~2020, the Company ~~issued~~entered tointo ~~Corbel~~ a ~~warrant~~Senior ~~(as~~Secured ~~amended~~Promissory ~~the~~Note ~~“Original~~and ~~Corbel~~ Warrant”) toPurchase ~~purchase~~Agreement up(as ~~to 2~~amended,~~250,000~~ ~~shares~~the of“Agreement”) ~~Common~~with ~~Stock. The Original~~ Corbel ~~Warrant~~pursuant ~~entitles~~to ~~Corbel~~which, toamong ~~purchase~~other ~~from~~things, the Company, atissued ~~any time or from time~~ to ~~time:~~Corbel ~~(i)~~a ~~1,200,000~~senior ~~shares~~secured ofpromissory ~~Common~~note ~~Stock at an exercise price of $0.10 per share~~ (~~“Tranche~~as ~~1”)~~amended, ~~(ii)~~the ~~900,000 shares of Common Stock at an exercise price of $0.10 per share (~~“~~Tranche~~Senior 2Note”), ~~and~~in ~~(iii)~~the ~~150,000~~initial ~~shares~~principal ofamount ~~Common Stock at an exercise price~~ of $8.0 million.10 ~~per~~The ~~share~~Company ~~(“Tranche~~used ~~3”).~~the ~~Upon~~net ~~extension~~proceeds of the ~~Senior~~Agreement ~~Note,~~as ~~the~~follows: ~~Company issued an additional Warrant~~ (~~the “New Corbel Warrant”~~i) ~~to Corbel to purchase up to 750,000 additional shares at an exercise price of~~ $04.102 ~~per~~million ~~share.~~was ~~Cashless~~used ~~exercise~~to isrepay ~~only~~the ~~permitted~~Company’s ~~with~~then-existing ~~respect~~bank todebt ~~Tranche~~which 3was ofin the ~~Original~~original ~~Corbel~~amount ~~Warrant~~of ~~and the New Corbel Warrant~~$6.1 ~~Corbel~~million; ~~has~~(ii) ~~the right~~$1,275,000 ~~within~~was ~~eight~~used ~~months~~to ~~after~~repay the ~~issuance~~portion of ~~any shares under~~ the ~~Original~~Company’s ~~Corbel~~existing ~~Warrant~~subordinated orconvertible ~~the~~debt ~~New Corbel Warrant, to require~~ the ~~Company~~maturity todate ~~repurchase~~of ~~such~~which ~~shares~~most ~~for~~had ~~cash~~not orpreviously ~~for~~been ~~put~~extended; ~~notes,~~(iii) atpayment ~~the~~of ~~Company's~~debt ~~discretion.~~issuance ~~The~~costs; ~~Original~~and ~~Corbel~~(iv) ~~Warrant expires on~~ the ~~tenth~~remaining ~~anniversary~~net ofproceeds ~~the~~were ~~date~~used offor ~~its~~working ~~issuance.~~capital ~~The~~or ~~New~~other ~~Corbel~~general ~~Warrant~~corporate ~~expires~~purposes, onincluding ~~the~~development ~~fifth anniversary~~ of ~~the~~new ~~date of its issuance. The~~ Company-owned ~~was~~Craft inPizza ~~compliance~~& ~~with~~Pub ~~the Agreement as of March 31, 2025~~locations.

AtThe ~~March~~Senior 31Note bears cash interest of SOFR, ~~2025~~as defined in the Agreement, plus 9.0% with no PIK interest. Interest is payable in arrears on the ~~balance~~last calendar day of ~~the~~each month. The Senior Note ~~was~~matures ~~comprised~~on June 30, 2026. The Senior Note requires principal payments of: $91,667 per month.

Principal	$	6,559,550
Unamortized Loan Closing Cost	$	(99,480	)
Carrying Value	$	6,460,070

In conjunction with the borrowing under the Senior Note, the Company issued to Corbel a warrant (as amended the “Original Corbel Warrant”) to purchase up to 2,250,000 shares of Common Stock. The Original Corbel Warrant entitles Corbel to purchase from the Company, at any time or from time to time: (i) 1,200,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 1”), (ii) 900,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 2”), and (iii) 150,000 shares of Common Stock at an exercise price of $0.10 per share (“Tranche 3”). Upon extension of the Senior Note in April 2025, the Company issued an additional Warrant (the “New Corbel Warrant”) to Corbel to purchase up to 750,000 additional shares at an exercise price of $0.10 per share and agreed to issue additional warrants at an exercise price of $.10 per share prior to the repayment of the Senior Note. Cashless exercise is only permitted with respect to Tranche 3 of the Original Corbel Warrant and the New Corbel Warrant. Corbel has the right, within eight months after the issuance of any shares under the Original Corbel Warrant or the New Corbel Warrant, to require the Company to repurchase such shares for cash or for put notes, at the Company's discretion. The Original Corbel Warrant expires on the tenth anniversary of the date of its issuance. The New Corbel Warrant expires on the fifth anniversary of the date of its issuance. The Company was in compliance with the Agreement as of June 30, 2025.

~~All~~According ~~Senior~~to ~~Note~~the ~~payments~~information provided to the Company in a Schedule 13GA, filed with the SEC on July 25, 2025 by Corbel. Corbel and its affiliates hold warrants to purchase up to 3,000,000 shares. However, Corbel agreed that only warrants for 9.99999% of the outstanding shares of common stock are exercisable (the “Warrant Blocker”). Taking into account the Warrant Blocked, at the current time only warrants for up to 2,468,362 shares are exercisable.

InAt ~~January~~June ~~2017~~30, the Company completed the offering of $2.4 million principal amount of promissory notes (the “Notes”) convertible to Common Stock at $0.50 per share and warrants (the “Warrants”) to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share2025, ~~subject to adjustment. In 2018, $400,000 principal amount of Notes was converted into 800,000 shares of~~ the Company’s Common Stock, in January 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, and in August 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, leaving principal amounts of Notes of $1.9 million outstanding as of December 31, 2019. Holders of Notes in the principal amount of $775,000 extended their maturity date to January 31, 2023. In February 2020, $1,275,000 principal amount of the Notes were repaid in conjunction with a new financing leaving a principal balance of ~~$625,000 of subordinated convertible notes outstanding due January 31, 2023. In April 2023,~~ the holder of $50,000 principal amount of the subordinated convertible notes were repaid by the Company leaving $575,000 outstanding, $425,000 of which have been extended to May 31, 2025 or the repayment of the Senior Note, ~~whichever~~was ~~comes~~comprised first. The original $150,000 notes that were not extended and the $425,000 that were extended to May 31, 2025 are not delinquent because the holders subordinated those Notes to Corbel and Corbel does not permit repayment until Senior Note is repaid. These Notes bear interest at 10% per annum, including the Notes which have not been extended, paid quarterly and are convertible to Common Stock any time prior to maturity at the option of ~~the holder at $0.50 per share, as adjusted per the terms.~~:

Principal	$	6,403,182
Unamortized Warrant Discount and Loan Closing Cost		218,885
Carrying Value	$	6,184,297

Note 7 – The Company, from time to time, is or may become involved in litigation or regulatory proceedings arising out of its normal business operations.

Currently, there are no such pending proceedings which the Company considers to be material.

There are no commitments to any key executives or officers beyond an employment agreement with each of the Executive Chairman and Chief Financial Officer and the President and Chief Executive Officer.

~~Impact~~Note 8 - The Company evaluated subsequent events through the date of ~~COVID~~issuing ~~Pandemic~~this report and the Company did issue an additional Corbel warrant for the purchase of an additional 500,000 shares an exercise price of $.10 per share in August 2025.

InPage ~~the~~10 ~~first~~Table ~~quarter~~ of 2020, COVID emerged and spread throughout the United States. The World Health Organization recognized COVID as a pandemic in March 2020. In response to the pandemic, the U.S. federal government and various state and local governments, among other things, imposed travel and business restrictions, including stay-at-home orders and other guidelines that required restaurants and bars to close or restrict inside dining. The pandemic resulted in significant economic volatility, uncertainty and disruption, reduced commercial activity and weakened economic conditions in the regions in which the Company and its franchisees operate. Contents

The pandemic and the governmental response had a significant adverse impact on the Company, due to, among other things, governmental restrictions, reduced customer traffic, staffing challenges and supply difficulties. Many states and municipalities in the United States, including Indiana where all of the Company-owned Craft Pizza & Pub restaurants are located, have from time to time temporarily restricted travel and suspended the operations of dine-in restaurants and other businesses in light of COVID which negatively affected the Company’s operations.

Host facilities for the Company’s non-traditional franchises were also affected by labor shortages which adversely impacted those developments and in turn slowed the sales of franchises. In addition locations in the entertainment segment were forced and, in most states, were required to be closed for two years. Many locations did not reopen after the closure.

10 Table of Contents

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Noble Roman’s, Inc., an Indiana corporation incorporated in 1972, sells and services franchises, operates Company-owned stand-alone restaurants and non-traditional foodservice operations under the trade names “Noble Roman’s Craft Pizza & Pub,” “Noble Roman’s Pizza,” “Noble Roman’s Take-N-Bake,” and “Tuscano’s Italian Style Subs.” References in this report to the “Company” are to Noble Roman’s, Inc. and its wholly-owned subsidiaries, unless the context requires otherwise. The Company’s only operating subsidiary is RH Roanoke, Inc., which operates a Company-owned non-traditional location.

The Company has been operating and franchising Noble Roman’s Pizza operations in a variety of stand-alone and non-traditional locations across the country since 1972. Its first Craft Pizza & Pub location opened in January 2017 as a Company-operated restaurant in a northern suburb of Indianapolis, Indiana. Since then, the Company opened a total of eight more Company-operated Craft Pizza & Pub locations in 2017, 2018, 2020 and 2021. The Company-operated locations serve as the base for what it sees as a significant potential future growth driver, ~~including~~by ~~additional Company operated locations and~~ franchising its full-service restaurant format to experienced, multi-unit restaurant operators with a track record of success. In addition to the nine Company-operated Craft Pizza & Pub locations, ~~during~~third-party ~~2019~~franchisees ~~and 2020 the Company~~ opened three franchised locations. during 2019 and 2020. Today, in total, there are 12 Craft Pizza & Pub locations in operation.

Noble Roman’s Pizza for Non-Traditional Locations

In 1997, the Company started franchising non-traditional locations (a Noble Roman’s pizza operation within some other host business or activity with existing traffic) such as entertainment facilities, hospitals, convenience stores and other types of facilities. Today the Company is focusing primarily on convenience stores and travel plazas for rapid expansion of its non-traditional franchises. These locations offer ~~the~~traditional ~~two~~Noble ~~pizza~~Roman’s ~~styles~~style ~~the Company started with in 1972~~pizzas, along with its great tasting, high quality ingredients and menu extensions.

The hallmark of Noble Roman’s Pizza for non-traditional locations is “Superior quality that our customers can taste.” Every ingredient and process has been designed with a view to produce superior results.

· A fully-prepared pizza crust that captures the made-from-scratch pizzeria flavor which gets delivered to non-traditional locations in a shelf-stable condition so that dough handling is no longer an impediment to a consistent product, which otherwise is a challenge in non-traditional locations. · Fresh packed, uncondensed and never cooked sauce made with secret spices and vine-ripened tomatoes in all venues. · 100% real cheese blended from mozzarella and Muenster, with no additives or extenders. · 100% real meat toppings, with no soy additives or extenders, a distinction compared to many pizza concepts. · Vegetables (like onions and green peppers) and mushrooms for pizzas are sliced and delivered fresh, never canned. · An extended product line that includes breadsticks and cheesy stix with dip, pasta, baked sandwiches, salads, wings and a line of breakfast products. · The fully-prepared crust also forms the basis for the Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise base.

Page 11 Table of Contents

As· ~~discussed~~Fresh ~~under~~packed, ~~“Impact~~uncondensed ofand ~~COVID~~never ~~Pandemic”~~cooked ~~above,~~sauce ~~revenue~~made ~~from~~with ~~the~~secret ~~franchising~~spices ~~venue~~and ~~declined~~vine-ripened tomatoes in ~~2021~~all ~~and~~venues. ~~early~~· ~~2022~~100% ~~due~~real tocheese ~~the~~blended ~~number~~from ofmozzarella ~~government-forced~~and ~~closures~~Muenster, inwith anno ~~attempt~~additives toor ~~prevent~~extenders. ~~the~~· ~~spread~~100% ofreal ~~COVID.~~meat ~~The~~toppings, ~~franchising~~with ~~section~~no ~~was~~soy ~~made~~additives upor ofextenders, a ~~number~~distinction ofcompared ~~franchises~~to ~~located~~many inpizza ~~all~~concepts. ~~types~~· ofVegetables ~~entertainment~~(like ~~facilities~~onions ~~such~~and asgreen ~~bowling~~peppers) ~~centers~~and mushrooms for pizzas are sliced and ~~family~~delivered ~~entertainment~~fresh, ~~centers~~never canned. ~~The~~· ~~regulations~~An ~~varied~~extended inproduct ~~different~~line ~~states~~that ~~but~~includes ~~for~~breadsticks ~~the~~and ~~most~~cheesy ~~part~~stix ~~closing~~with ~~orders~~dip, ~~were~~pasta, inbaked ~~effect~~sandwiches, ~~for~~salads, ~~two~~wings ~~years~~and ~~after~~a ~~which~~line ~~most~~ of ~~those~~breakfast ~~franchisees~~products. ~~did~~· ~~not~~The ~~have~~fully-prepared crust also forms the ~~financial~~basis ~~means~~for ofthe ~~reopening~~Company’s Take-N-Bake pizza for use as an add-on component for its non-traditional franchise and licensing base.

~~The~~Revenue ~~Company~~from ~~refocused~~the ~~its~~franchising ~~development~~venue ~~plans~~declined ~~toward~~in ~~selling~~2021 ~~more~~and ~~non-traditional~~early ~~franchises~~2022 asdue ~~a result of the pandemic coming~~ to ~~an end and~~ the ~~owners~~number of ~~non~~government-~~traditional~~forced ~~locations~~closures ~~becoming~~in ~~more~~an ~~willing~~attempt to ~~look~~prevent atthe ~~expansion~~spread ~~options~~of ~~and to invest in their growth~~COVID. The ~~focus~~franchising onvenue ~~selling~~was ~~more~~made ~~non-traditional~~up ~~franchise~~of ~~locations,~~a ~~including~~number ~~several~~of ~~locations~~franchises ~~with~~located ~~higher-than-average~~in ~~potential~~all ~~volumes,~~types isof ~~proceeding.~~entertainment ~~The~~facilities ~~Company~~such ~~has~~as ~~sold~~bowling ~~many~~centers ~~units yet to be opened~~ and ~~still~~family ~~has~~entertainment acenters. The ~~significant~~regulations ~~pipeline~~varied ~~of prospects to expand the number of non-traditional franchise locations~~ in ~~operation.~~different Instates ~~October~~but ~~2023,~~for the ~~Company~~most ~~entered~~part ~~into~~closing aorders ~~Development~~were ~~Agreement~~in ~~with~~effect ~~Majors~~for ~~Management,~~two ~~LLC~~years ~~(“Majors”)~~after ~~for~~which ~~100~~most ~~franchise~~of ~~locations~~those tofranchisees bedid ~~developed~~not ~~over~~have the ~~succeeding~~financial ~~three~~means ~~years. Currently, Majors has opened approximately half~~ of ~~the 100 franchised locations~~reopening.

The Company refocused its development plans toward selling more non-traditional franchises as a result of the pandemic coming to an end and the owners of non-traditional locations becoming more willing to look at expansion options and to invest in their growth. The Company continues to focus on selling more non-traditional franchise locations, including several locations with higher-than-average potential volumes. The Company has sold many units yet to be opened and still has a significant pipeline of prospects to expand the number of non-traditional franchise locations in operation.

Noble Roman’s Craft Pizza & Pub

The Noble Roman’s Craft Pizza & Pub format incorporates many of the basic elements first introduced in 1972 but in a modern atmosphere with up-to-date baking technology and equipment to maximize speed, enhance quality and perpetuate the taste customers love and expect from a Noble Roman’s.

The Noble Roman’s Craft Pizza & Pub provides for a selection of ~~over~~approximately 40 different toppings, cheeses and sauces from which to choose. Beer and wine also are featured, with 16 different beers on tap including both national and local craft selections. Wines include 16 affordably priced options by the bottle or glass in a range of varietals. Beer and wine service is provided at the bar and throughout the dining room.

The Company designed the system to enable fast cook times, with oven speeds running approximately three minutes for traditional pizzas and 5.75 minutes for Sicilian pizzas. Popular pizza favorites such as pepperoni are options on the menu but also offered is a selection of Craft Pizza & Pub original pizza creations. The menu also features a selection of contemporary and fresh, made-to-order salads and fresh-cooked pasta. The menu also incorporates baked sub sandwiches, hand-sauced boneless wings and a selection of desserts, as well as Noble Roman’s famous Breadsticks with Delicious Cheese Sauce, most of which have been offered in its locations since 1972. In 2022, new salad bars were rolled out over time across all Company-operated restaurants.

Page 12

Table of Contents

Additional enhancements include a glass enclosed “Dough Room” where Noble Roman’s Dough Masters hand make all pizza and breadstick dough from scratch in customer view. Kids and adults enjoy Noble Roman’s self-serve root beer tap, which is also part of a special menu for customers 12 and younger. Throughout the dining room and the bar area there are many giant screen television monitors for sports and the nostalgic black and white shorts featured in Noble Roman’s since 1972.

The Company designed its curbside service for carry-out customers, called “Pizza Valet Service,” to create added value and convenience. With Pizza Valet Service, customers place orders ahead, drive into the restaurant’s reserved valet parking spaces and have their pizza run to their vehicle by specially uniformed pizza valets. Customers who pay when they place their orders are able to drive up and leave with their order very quickly without stepping out of their vehicle. ~~For those who choose to pay after they arrive, pizza valets can take credit card payments on their mobile payment devices right at the customer’s vehicle.~~ With the fast baking times, the entire experience, from order to pick-up can take as little as 12 minutes. The Company’s continued focus on quality service and speed in the Craft Pizza and Pub locations has resulted in May 2025 being the most profitable month of operations on a combined basis since August 2022. In addition, same store sales induring ~~April~~the ~~were~~second upquarter ~~2.7%~~2025 ~~and~~increased inby ~~May were up 9~~4.36% over the corresponding ~~months~~quarter a year ago.

12 Table of Contents

Business Strategy

The Company is focused on revenue expansion while carefully managing corporate-level overhead expenses. The Company refocused its development plans toward selling more non-traditional franchises as a result of the pandemic coming to an end and the owners of non-traditional host facilities becoming more willing to look at expansion options and to invest in their growth. The Company has a significant pipeline of leads and prospects for future non-traditional franchise sales as well as a significant number of franchised locations sold but not yet open. The tight control on administrative costs has led to general and administrative expenses of approximately $~~424~~386,000 in the ~~first~~second quarter of 2025 versus $~~577~~570,000 in the corresponding quarter in 2024.

The initial franchise fees for a Noble Roman’s Pizza non-traditional location or a Craft Pizza & Pub location are as follows:

Non-Traditional Except Hospitals

Non-Traditional

Hospitals

Traditional

Stand-Alone

Either a Noble Roman’s Pizza or Craft Pizza & Pub

7,500

10,000

30,000

The franchise fees are paid upon signing the franchise agreement and recorded in deferred income which begins amortizing into income over the life of the contract from the time the location opens for business and, when paid, are non-refundable in consideration of the administration and other expenses incurred by the Company in granting the franchises.

Business Operations

Distribution

The Company’s proprietary ingredients are manufactured pursuant to the Company’s specifications or recipes by third-party manufacturers under contracts between the Company and its various manufacturers. These contracts require the manufacturers to produce ingredients meeting the Company’s specifications and to sell them to Company-approved third-party distributors at prices negotiated between the Company and the manufacturer.

Page 13

Table of Contents

The Company has third-party distributors strategically located throughout the United States. The agreements require the distributors to maintain adequate inventories of all ingredients necessary to meet the needs of the Company’s franchisees in their distribution areas for weekly deliveries to the franchisee. Each of the primary distributors purchases the ingredients from the manufacturers at prices negotiated between the Company and the manufacturers, but under payment terms agreed upon by the manufacturers and the distributor, and distributes the ingredients to the franchisee at a price determined by the distributor agreement. Payment terms to the distributor are agreed upon between each franchisee and the respective distributor.

13 Table of Contents

Financial Summary

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results may differ from those estimates. The Company periodically evaluates the carrying value of its assets, including property, equipment and related costs, accounts receivable and deferred tax assets, to assess whether any impairment indications are present. If any impairment of an individual asset is evident, a charge will be provided to reduce the carrying value to its estimated fair value.

The following table sets forth the revenue, expense and margin contribution of the Company’s Craft Pizza & Pub venue and the percentage relationship to its revenue:

	Three Months ended March 31,
	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2025
Description	2024				2025				2024				2025
Revenue	$	12,~~995~~222,~~524~~551	100.0	%	$	2,~~019~~324,~~418~~459	100.0	%	$	4,218,075	100	%	$	4,343,877	100	%
Cost of sales		~~417~~463,~~610~~324	20.98			~~380~~479,~~502~~606	1820.86			880,934	20.9			895,873	20.6
Salaries and wages		~~595~~627,~~042~~292	2928.82			~~599~~624,~~151~~937	2926.79			1,222,334	29.0			1,224,088	28.2
Facility cost including rent, common area and utilities		~~389~~391,~~385~~487	1917.56			~~404~~417,~~006~~342	2017.09			780,872	18.5			828,886	19.1
Packaging		6266,~~510~~563	3.10			6776,~~701~~518	3.43			129,073	3.1			144,219	3.3
Delivery fees		3764,~~059~~424	12.9			6441,~~205~~079	31.28			101,484	2.4			105,201	2.4
All other operating expenses		~~329~~365,~~838~~183	16.64			~~375~~369,~~122~~701	1815.59			695,020	16.5			701,603	16.2
Total expenses		1,~~831~~978,~~444~~273	9189.80			12,~~890~~009,~~687~~183	9386.64			3,809,717	90.3			3,899,870	89.8
Margin contribution	$	~~164~~244,~~080~~278	811.20	%	$	~~128~~315,~~731~~276	613.46	%	$	408,358	9.7	%	$	444,007	10.2	%

The following table sets forth the revenue, expense and margin contribution of the Company'’s franchising ~~venue~~activities and the percentage relationship to its revenue:

	Three Months ended March 31,
	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2025
Description	2024				2025				2024				2025
Royalties and fees from franchising	$	1,425,290	100	%	$	1,445,908	100.0	%
Total royalties and fees revenue	$	1,435,748	100	%	$	1,454,251	100	%	$	2,861,039	100	%	$	2,900,159	100	%
Salaries and wages		~~233~~228,~~893~~518	1615.49			~~211~~174,~~106~~860	1412.60			462,411	16.2			385,966	13.3
Franchisee promotion expense		60,000	4.2			60,000	4.1
Franchise promotion		60,576	4.2			29,221	2.0			120,576	4.2			89,221	3.1
Insurance		7284,~~185~~880	5.19			87,~~235~~774	6.0			157,065	5.5			175,009	6.0
Travel and auto		4735,~~210~~156	32.34			3322,~~385~~296	21.35			82,366	2.9			55,681	1.9
All other operating expenses (benefit)		76,379	5.4			154,721	10.8
All other operating expenses		51,564	3.7			80,594	5.6			127,943	4.5			235,315	8.2
Total expenses		~~489~~460,~~667~~694	3432.41			~~546~~394,~~447~~745	3727.81			950,361	33.2			941,192	32.5
Margin contribution	$	~~935~~975,~~623~~054	6567.69	%	$	~~899~~1,~~461~~059,506	6272.25	%	$	1,910,678	66.8	%	$	1,958,967	67.5	%

Page 14 Table of Contents

The following table sets forth the revenue, expense and margin contribution of the Company-owned non-traditional venue and the percentage relationship to its revenue:

	Three Months ended March 31,
	Three Months Ended June 30,								Six Months Ended June 30,
	2024				2025
Description	2024				2025				2024				2025
Revenue	$	~~238~~236,~~147~~705	100	%	$	~~294~~295,~~573~~025	100.0	%	$	474,852	100	%	$	589,598	100	%
Total expenses		~~225~~235,~~760~~288	949.84			~~293~~274,~~111~~483	9993.50			461,048	97.1			567,593	96.3
Margin contribution	$	121,~~387~~417	5.26	%	$	120,~~462~~542	07.50	%	$	13,803	2.9	%	$	22,005	3.7	%

Note: The significant increase in revenue was primarily the result of the ~~hospital~~host facility remodeling ~~the~~its food area and opening up another wing of the hospital late in 2024.

Results of Operations

Company-Owned Craft Pizza & Pub

The revenue from this venue ~~was~~increased from $2~~,019,418~~.22 ~~for~~million ~~the~~to ~~three~~$2.32 ~~months~~million ~~ended~~and ~~March~~from ~~31,~~$4.22 ~~2025~~million ~~compared~~ to $~~1,995,524~~4.34 million for the ~~corresponding~~respective ~~period~~three-month inand ~~2024.~~six-month ~~The~~periods ~~same~~ended ~~stores~~June ~~sales~~30, ~~increase~~2025, ofcompared ~~approximately~~to ~~1.2%~~the ~~was~~corresponding ~~heavily~~periods ~~weighted~~ in ~~March~~2024. Sales Infor ~~January~~both ~~and February the Company’s market area experienced frequent~~ periods ofwere ~~inclement~~somewhat ~~weather.~~negatively Inaffected ~~March,~~by ~~sensing~~general ~~another~~economic ~~downturn~~uncertainty inaffecting consumer spending, which the Company ~~began~~sought ~~more~~to ~~heavily~~offset ~~promoting~~by apromotional ~~significant~~efforts ~~value~~and ~~message~~continued inpositive ~~its~~guest ~~marketing~~satisfaction ~~efforts~~ratings.

Cost of sales as a percentage of revenue from this venue decreased to 1820.86% for both the three-month ~~months~~and six-month periods ended ~~March~~June 3130, 2025 from 20.8% and 20.9% for the ~~corresponding~~three-month ~~period~~and ~~last~~six-month ~~year~~periods ended June 30, 2024, respectively. The ~~This~~Company ~~decrease~~has ~~was~~experienced ~~because~~some significant increases in product costs, particularly in pizza cheese, the market price of which has averaged 9% higher in the second quarter of 2025 versus the same period in 2024. However, the Company ~~maintained~~has ~~good~~been ~~controls~~carefully ~~over~~modulating ~~portioning~~its promotional activity to help margins and ~~promoted~~has ~~large~~focused ~~pizzas~~extensively on operational controls with ~~lower~~relatively ~~costs,~~stable ~~partially~~management ~~offset~~staffing. byOther than rebalancing beer and wine pricing, the ~~continuing~~Company ~~high~~has ~~cost~~not ofimplemented ~~cheese~~a menu price increase in 2025.

Salaries and wages ~~remained~~as ~~relatively~~a ~~unchanged~~percentage atof revenue decreased to 26.9% and 28.2% from 28.2% and 29.70% for the respective three-month ~~months~~and six-month periods ended ~~March~~June 3130, 2025, ~~from~~compared ~~29.8%~~to ~~for~~ the ~~comparable~~corresponding ~~period~~periods in 2024,. ~~was~~The ~~the~~cost ~~result~~ of ~~more~~management ~~efficient~~salaries ~~use~~has ofcontinued ~~labor~~to increase significantly due to ~~increased~~the ~~average~~shortage ~~tenure~~of qualified candidates and ~~experience~~general ofcompetition ~~the~~for those employees. The Company’s ~~workforce~~was ~~which~~able ~~mostly~~to offset ~~the~~these ~~significant~~increases ~~salary~~with ~~increases~~efficiencies ~~caused~~gained byand ~~competition~~implemented ~~from~~in ~~experienced~~scheduling and supervision and with the transferal of some management ~~within~~tasks ato ~~tight~~lower ~~workforce~~priced ~~pool~~hourly employees.

~~Gross~~Margin ~~margin~~ contribution ~~decreased~~as a percentage of revenue for this venue increased to 13.6% and 10.42% from 11.0% and 9.7% for the respective three-month ~~months~~and six-month periods ended ~~March~~June 3130, 2025 ~~from~~compared ~~8.2%~~to ~~for~~ the ~~comparable~~corresponding ~~period~~periods ~~last~~in ~~year,~~2024. This ~~which~~margin increase was ~~primarily~~partially the result of ~~inflationary~~the ~~pressures~~sales onincrease, ~~most all expenses~~ as ~~well~~explained asabove, ~~significant~~and ~~discounting~~partially ~~created by~~ the ~~Company’s~~result ~~value~~of ~~promotions~~efficiencies gained in the ~~face~~cost of ~~weak consumer spending~~operations.

Franchising

~~Although~~Total ~~the~~revenue ~~ERC~~was ~~refund~~$1.45 million and $2.90 million for ~~extra~~the ~~expenses~~three-month and ~~lost~~six-month ~~revenue~~periods ~~was~~ended ~~recorded~~June 30, 2025 compared to $1.44 million and $2.86 million for the corresponding periods in 2024, respectively. This was primarily the ~~first~~result ~~quarter~~of the Company determining to redirect additional staff efforts to the sale of ~~2023,~~non-traditional franchises while still carefully managing corporate-level overhead expenses. The Company refocused its development plans toward selling more non-traditional franchises as a result of the ~~actual~~pandemic ~~reimbursements~~and ~~occurred~~its ~~mostly~~after-effects incoming ~~2024~~to an end and the determination that owners of non-traditional locations would be more willing to look at expansion options and to invest in their growth. The Company has a ~~portion~~significant pipeline of leads and prospects for future non-traditional franchise sales and that ~~reimbursement~~number further expanded during the first six months of 2025 as the Company sold seven more units than it has ~~yet~~opened. The Company believes this growth points to bean ~~received~~attractive ~~but~~opportunity ~~has~~for ~~been~~the ~~acknowledged~~coming bymonths due to anticipated opening of new units already sold and the ~~Internal~~number ~~Revenue~~of ~~Service~~interested prospects that the Company has identified.

~~The~~Page ~~revenue~~15 ~~from~~Table ~~this venue increased from $1,425,290 to $1,445,908 in the three months ended March 31, 2025 compared to the corresponding period in 2024. There was a one-time charge in 2024~~ of approximately $77,000 due to a change in the method of recording income from product usage as reported by monthly distributor reports to acknowledge revenue when the manufacturers acknowledge it, which causes an income recognition problem because the Company does not have any type of report telling them when the manufacturers recognize the liability. When the Company was using the distributor reports it gave the Company control over what the manufacturers were acknowledging. This change lowered revenue from this venue in December 2024, which will be recognized in future periods. There was another charge of approximately $75,000 to revenue from this revenue due to the charge off of a receivable from a soft drink supplier under a binding agreement entered into in 2023 for an allowance to the Company of $125,000 to be paid in equal payments over five years for changing the soft drink brands offered in Company-owned Craft Pizza & Pub locations. That lowered revenue reported in December 2024 by $75,000, however the Company will recognize $25,000 of related revenue in each of the years 2025, 2026 and 2027.Contents

15Salaries, ~~Table~~wages and all other operating expenses of ~~Contents~~this venue were all kept in line with past results and the Company continues to maintain tight control over such expenses.

The ~~Company~~margin ~~enjoyed~~contribution ~~significant~~was ~~growth~~72.5% inand 67.5% for the ~~number~~three-month ofand ~~non~~six-~~traditional~~month ~~franchises~~periods ~~opened~~ended ~~during~~June ~~2024~~30, ~~which~~2025, iscompared ~~continuing~~to ~~at an accelerated pace so far in 2025~~67.9% ~~The Company opened 68 new non-traditional locations in 2024~~ and ~~is expecting to open 60 to 70 new non-location locations in 2025~~66.8% ~~The Company still has a pipeline of interested prospects~~ for ~~additional~~the ~~franchise~~comparable ~~sales~~periods ~~and~~in a2024, ~~significant number of franchised locations sold but not yet opened~~respectively.

Salaries and wages decreased to 14.6% from 16.4% as a percent of revenue for the comparable period in 2025 versus 2024. This decrease came primarily from the growing number of franchises open without the necessity of adding additional staff. The Company’s franchising business model allows it to substantially grow the number of open units without any material increase in overhead.

Company-Owned Non-Traditional Location

Gross revenue from this venue ~~increased~~was to $~~294~~295,~~573~~000 ~~from~~and $~~238~~590,~~147~~000 induring the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2025, compared to ~~the~~$237,000 ~~corresponding~~and ~~period~~$475,000 infor ~~2024. This growth came despite~~ the ~~operations~~comparable ~~being~~periods ~~moved out of the primary location~~ in ~~the~~2024, ~~facility into temporary space with limited hours and limited menu while the primary space was being totally remodeled~~respectively. The ~~In addition to remodeling the~~ primary ~~space,~~reason ~~the~~for ~~hospital completed~~ the ~~construction~~increase ~~and~~in anrevenue ~~addition~~during toboth ~~the~~periods ~~hospital~~was ~~which significantly increased~~ the ~~hospital’s~~withdrawal ~~capacity and number~~ of ~~rooms~~certain ~~for~~prior ~~occupancy.~~restrictions Inplaced ~~2025,~~on as the ~~Company~~host ~~is back in its traditional space after the remodel and the~~ hospital has opened its new additional wing and fully in operation, the Company is now experiencing approximately 25% growth in its sales over the same period a year ago and expects to continue that throughout the yearfacility. ~~The Company does not intend to operate any more Company-owned non-traditional locations except the one location that it is currently operating.~~

Total expenses were $274,000 and $568,000 for the three-month and six-month periods ended June 30, 2025, compared to $235,000 and $461,000 for the comparable periods in 2024, respectively. The increase in expenses resulted from the increase in revenue.

Other Expenses

Depreciation and amortization ~~remained~~expense ~~approximately~~was ~~constant~~relatively atunchanged ~~$96,000~~ for the three-month and six-month periods ended ~~March~~June 3130, 2025, ~~and~~compared ~~2024.~~to ~~The~~comparable ~~primary~~periods ~~reason~~in ~~for this consistency is the fact that no additional new Company-owned locations have opened since late 2021. In December~~ 2024 ~~the Company recognized a one-time charge of approximately $113~~,~~000~~ ~~for~~respectively. The depreciation ofexpense ~~some~~has ~~used~~remained ~~equipment~~mostly ~~from~~constant aas ~~prior closed location for which it failed to charge depreciation for the remaining useful life. That was~~ a ~~one-time~~result ~~charge~~of ~~and will~~ not ~~impact~~opening orany ~~reoccur~~new oncorporate-owned ~~any~~locations ~~future~~in ~~report~~both years.

General and administrative expenses ~~decreased~~were to $~~424~~386,~~405~~000 ~~from~~and $~~577~~811,~~286~~000 for the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2025, compared to ~~the~~$570,000 ~~corresponding~~and ~~period~~$1,147,000 infor ~~2024.~~the ~~The~~comparable ~~primary~~periods ~~reason~~in ~~for~~2024, ~~the~~respectively. This ~~decrease~~reflects ~~was~~ the ~~continued~~Company’s focus on ~~maintaining~~managing ~~low~~costs ~~administrative cost~~ while ~~increasing~~growing revenue through ~~expansion of the non-traditional franchise locations~~franchising. ~~Furthermore, this strategy does not require significant additional capital to support growth as well.~~

~~Interest~~Operating ~~expense~~income ~~decreased~~was to $~~329~~913,~~754~~999 ~~from~~and $~~394~~1,~~180~~415,639 for the three-month ~~period~~and six-month periods ended ~~March~~June 3130, 2025, compared to ~~the corresponding period in 2024. The primary reason for the decrease was the continued repayment of principal in the amount of~~ $83557,~~333~~930 ~~per~~and ~~month for all months up through April, however was offset by the addition of non-cash PIK interest which increased the principal amount. In May the monthly principal payments increased to~~ $91990,~~667~~134 infor ~~connection with~~ the ~~extension~~comparable ofperiods ~~maturity of the Senior Note. In addition, starting~~ in ~~May 2025~~2024, ~~the interest rate on this loan changed to SOFR plus 9% and the PIK interest was discontinued, which had formerly been 3%~~respectively.

~~Net~~Interest ~~income~~expense was $~~130~~424,~~633~~000 ~~after~~and an$753,000 ~~accrual~~ for ~~income~~the ~~tax,~~three-month ~~which~~and ~~will~~six-month ~~not~~periods beended ~~paid~~June in30, ~~cash~~2025, compared to $435,000 and $829,000 for athe ~~significant~~comparable ~~period~~periods ofin ~~time~~2024, ~~or $~~respectively.01 The ~~per~~primary ~~share,~~reason for the ~~three-month~~decrease ~~period~~in ~~ended~~both ~~March~~periods ~~31,~~was ~~2025~~a continued amortization of principal amount each month against the outstanding loan. Interest ~~The~~is ~~income~~currently ~~prior~~being toreduced by the ~~non-cash~~Company ~~tax~~making ~~accrual~~a ~~was~~payment on principal each month of $~~171~~83,~~885~~333 ~~compared~~until toMay a2025 ~~net~~when ~~loss~~the ofmonthly principal payment was increased to $8691,~~477~~667 ~~before~~per ~~tax~~month. The ~~effect~~PIK ~~for~~interest which was being added to the ~~comparable~~principal ~~period~~each inmonth ~~2024~~is no longer being charged since April 2025.

Since the Company will not be paying any income tax, as a result of its deferred tax credit, for a number of years, net income before taxes is highly informative and that was $490,417 for the quarter ended June 30, 2025 and $662,303 for the six months ended June 30, 2025.

Page 16

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Liquidity and Capital Resources

The Company’s current ratio was 1.91-to-1 as of ~~March~~June 3130, 2025 compared to .9-to-1 as of December 31, 2024. As a result of the Corbel amendment, including the extension of the maturity of the Senior Note to June 30, 2026, both the Senior Note and the subordinated convertible notes were carried as long-term liabilities as of December 31, 2024 and June 30, 2025, except for the required principal payments due in the next 12 months.

16In ~~Table~~January 2017, the Company completed the offering of ~~Contents~~$2.4 million principal amount of the promissory notes (the “Notes”) convertible at $0.50 per share and warrants (the “Warrants”) to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share, subject to adjustment which brings the exercise price to $.10 per share as a result of the Senior Note extension. In 2018, $400,000 principal amount of Notes was converted into 800,000 shares of the Company’s Common Stock, in January 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, and in August 2019 another Note in the principal amount of $50,000 was converted into 100,000 shares of the Company’s Common Stock, leaving principal amounts of Notes of $1.9 million outstanding as of December 31, 2019. Holders of Notes in the principal amount of $775,000 extended their maturity date to January 31, 2023. In February 2020, $1,275,000 principal amount of the Notes were repaid in conjunction with a new financing leaving a principal balance of $625,000 of subordinated convertible notes outstanding due January 31, 2023. In April 2023, the holder of $50,000 principal amount of the subordinated convertible notes were repaid by the Company leaving $575,000 outstanding. These Notes bear interest at 10% per annum, including the Notes which have not been extended, paid quarterly and are convertible to Common Stock any time prior to maturity at the option of the holder at the current exercise price of $0.50 per share.

In ~~January~~February ~~2017~~2020, the Company ~~completed~~entered ~~the~~into ~~offering of $2.4 million principal amount of~~ the ~~Notes~~Agreement ~~convertible~~with ~~at $0.50 per share and Warrants to purchase up to 2.4 million shares of the Company’s Common Stock at an exercise price of $1.00 per share~~Corbel, ~~subject~~pursuant to ~~adjustment~~ which ~~brings~~ the ~~exercise~~Company ~~price~~issued to ~~$.10~~Corbel ~~per share as a result of~~ the Senior Note ~~extension.~~in Inthe ~~2018,~~initial ~~$400,000~~ principal amount of ~~Notes~~$8.0 ~~was~~million. ~~converted~~The ~~into 800,000 shares of the~~ Company’s ~~Common~~used ~~Stock, in January 2019 another Note in~~ the ~~principal~~net ~~amount~~proceeds of ~~$50,000 was converted into 100,000 shares of~~ the ~~Company’s~~Senior ~~Common Stock, and in August 2019 another~~ Note inas ~~the~~follows: ~~principal~~(i) ~~amount of~~ $~~50,000~~4.2 ~~was~~million ~~converted~~to ~~into~~repay ~~100,000 shares of~~ the Company’s ~~Common~~then-existing ~~Stock,~~bank ~~leaving~~debt ~~principal~~which ~~amounts~~were ~~of Notes of $1.9 million outstanding as of December 31, 2019. Holders of Notes~~ in the ~~principal~~original amount of $~~775,000 extended their maturity date to January 31, 2023~~6.1 Inmillion; ~~February~~(ii) ~~2020,~~ $1,275,000 ~~principal~~to ~~amount~~repay of the ~~Notes~~portion ~~were repaid in conjunction with a new financing leaving a principal balance~~ of ~~$625,000 of subordinated convertible notes outstanding due January 31, 2023. In April 2023,~~ the ~~holder~~Company’s ofexisting ~~$50,000 principal amount of the~~ subordinated convertible ~~notes~~debt ~~were repaid by~~ the ~~Company~~maturity ~~leaving~~date ~~$575,000~~of ~~outstanding.~~which ~~These~~most ~~Notes~~had ~~bear~~not ~~interest~~previously atbeen ~~10%~~extended; ~~per~~(iii) ~~annum,~~payment ~~including~~of ~~the~~debt ~~Notes~~issuance ~~which~~costs; ~~have~~and ~~not~~(iv) ~~been~~for ~~extended,~~working ~~paid~~capital ~~quarterly~~ and ~~are~~other ~~convertible~~general tocorporate ~~Common~~purposes, ~~Stock~~including ~~any~~development ~~time prior to maturity at the option~~ of ~~the~~new ~~holder~~Company-owned atCraft ~~the~~Pizza ~~current~~& ~~exercise~~Pub ~~price of $0~~locations.~~50 per share.~~

InThe ~~February~~Senior ~~2020,~~Note ~~the~~bears ~~Company~~cash ~~entered~~interest ~~into~~of ~~the Agreement with Corbel~~SOFR, ~~pursuant~~as todefined ~~which~~in the ~~Company~~Agreement, ~~issued~~plus to9.0% ~~Corbel~~with ~~the~~no ~~Senior~~PIK ~~Note~~interest, inwhich ~~the~~prior ~~initial~~to ~~principal~~April ~~amount~~2025 ofwas ~~$8.0~~added ~~million.~~to ~~The Company used~~ the ~~net~~principal ~~proceeds~~amount of the Senior Note. Interest asis ~~follows:~~payable ~~(i)~~in ~~$4.2~~arrears ~~million~~on ~~to repay~~ the ~~Company’s~~last ~~then-existing~~calendar ~~bank~~day ~~debt~~of ~~which~~each ~~were~~month. inThe ~~the~~ original ~~amount~~maturity date of ~~$6.1 million; (ii) $1,275,000 to repay~~ the ~~portion~~Senior ofNote ~~the~~was ~~Company’s~~February ~~existing~~7, ~~subordinated~~2025, ~~convertible~~however ~~debt~~ the maturity ~~date~~has ofnow ~~which most had not previously~~ been extended; ~~(iii)~~by ~~debt~~mutual ~~issuance~~agreement ~~costs;~~to ~~and~~June ~~(iv)~~30, ~~for~~2026. ~~working~~The ~~capital~~Senior ~~and~~Note ~~other~~requires ~~general~~principal ~~corporate~~payments ~~purposes, including development~~ of ~~new~~$91,667 ~~Company-owned~~per ~~Craft~~month ~~Pizza~~starting &in ~~Pub~~May ~~locations~~2025.

The Senior Note, as amended, bears cash interest of SOFR, as defined in the Agreement, plus 9.0% with no PIK interest, which was previously added to the principal amount of the Senior Note. Interest is payable in arrears on the last calendar day of each month. The original maturity date of the Senior Note was February 7, 2025, however the maturity has now been extended by mutual agreement to June 30, 2026. The Senior Note requires principal payments of $91,667 per month starting in May 2025.

In view of the extension of the Senior Note as well as the Company’s cash flow projections, the Company believes it will have sufficient cash flow to meet its obligations and to carry out its current business plan for the foreseeable future. The Company’s cash flow projections for the next two years are primarily based on the Company’s strategy of growing the non-traditional franchising venue, operating its existing Craft Pizza & Pub locations and pursuing a franchising program for Craft Pizza & Pub restaurants as market conditions allow.

Page 17

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The Company does not anticipate that any of the recently issued pronouncements relating to the Statement of Financial Accounting Standards will have a material impact on its Consolidated Statement of Operations or its Consolidated Balance Sheet.

Forward-Looking Statements

The statements contained above in Management’s Discussion and Analysis concerning the Company’s future revenues, profitability, financial resources, financing efforts, market demand and product development are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) relating to the Company that are based on the beliefs of the management of the Company, as well as assumptions and estimates made by and information currently available to the Company’s management. The Company’s actual results in the future may differ materially from those indicated by the forward-looking statements due to risks and uncertainties that exist in the Company’s operations and business environment, including, but not limited to competitive factors and pricing and cost pressures, the Company’s ability to service its loan and refinance the Senior Note before its maturity in 2026, the emergence or spread of human or animal pandemics (such as COVID-19 or the Avian Bird Flu), non-renewal of franchise agreements or the openings contemplated by the Development Agreement not occurring, shifts in market demand, the success of franchise programs, general economic conditions, changes in demand for the Company’s products or franchises, the impact of franchise regulation, the success or failure of individual franchisees, ~~and~~ inflation, and other changes in prices or supplies of food ingredients and labor and as well as the factors discussed under “Risk Factors” contained in the ~~Annual~~2024 ~~Report on~~ Form 10-K. Should one or more of these risks or uncertainties materialize, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. In Ifaddition, if activist stockholder activities ensue, or if certain parties (acting individually or as a group) seek to continue or initiate interference in the Company’s business relationships, the Company’s business could be adversely impacted.

17 Table of Contents

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

The Company’s exposure to interest rate risk relates primarily to its variable-rate debt and the rate that will be required for the new financing. As of ~~March~~June 3130, 2025, the Company had outstanding variable interest-bearing debt in the aggregate principal amount of approximately $6.54 million. The Company’s current borrowings are at a variable rate tied to SOFR plus 9.0% per annum adjusted on a monthly basis. Based on its current debt structure, for each 1% increase in SOFR the Company would incur increased interest expense of approximately $6559,000 over the succeeding 12-month period.

ITEM 4. Controls and Procedures

In connection with the preparation of this quarterly report, management, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this quarterly report. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures are designed only to provide reasonable assurance, and no matter how well designed and operated, there can be no assurance that disclosure controls and procedures will operate effectively in all circumstances. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as of ~~March~~June 3130, 2025, the Company’s disclosure controls and procedures were effective based on the criteria in Internal Control – Integrated Framework issued by the COSO, version 2013, as discussed below.

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Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s internal control over financial reporting. The Company’s management used the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (COSO) to perform this evaluation and previously identified in connection with the preparation of the December 31, 2024 financial reports, as described in the 2024 Form 10-K. Management is implementing remediation efforts to address these alleged weaknesses. Management is committed to remediating them as quickly and efficiently as possible, validating those efforts will require time, operating over a sustained period and validation during the next audit.

The alleged weakness in controls consisted of inadequate receipts for certain expenses and identified that the Company’s financial close process allegedly did not include adequate controls to ensure timely and accurate reconciliation of certain account balances in the reconciliation process. In addition, the Company found that it lacked sufficient written documentation of internal control policies and procedures over some financial reporting processes. The absence of documented internal controls may impair the Company’s ability to ensure that controls are performed as intended increasing the risk of undetected errors or misstatements.

Except for ongoing remediation activities described above, there have been no changes in internal controls over financial reporting during the quarter ended ~~March~~June 3130, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

18Page 19 Table of Contents

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

The Company is not involved in material litigation against it.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

ITEM 5. Other Information.

~~Not~~Mr. ~~applicable~~Bill Wildman, a director of the Company, died in July of 2025. Upon his passing, the Board of Directors elected to reduce the authorized number of directors from five members to four members.

19 Table of Contents

ITEM 6. Exhibits.

Page 20

Table of Contents

Index to Exhibits

ExhibitNumber		Description
Exhibit Number		Description
3.1		Amended Articles of Incorporation of the Registrant, filed as an exhibit to the Registrant’s Amendment No. 1 to the Post-Effective Amendment No. 2 to Registration Statement on Form S-1 filed July 1, 1985 (SEC File No.2-84150), is incorporated herein by reference.
3.2		Amended and Restated By-Laws of the Registrant, as currently in effect, filed as an exhibit to the Registrant’s Form 8-K filed December 23, 2009, is incorporated herein by reference.
3.3		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 18, 1992 filed as an exhibit to the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850), ordered effective on October 26, 1993, is incorporated herein by reference.
3.4		Articles of Amendment of the Articles of Incorporation of the Registrant effective May 11, 2000, filed as Annex A and Annex B to the Registrant’s Proxy Statement on Schedule 14A filed March 28, 2000, is incorporated herein by reference.
3.5		Articles of Amendment of the Articles of Incorporation of the Registrant effective April 16, 2001 filed as Exhibit 3.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
3.6		Articles of Amendment of the Articles of Incorporation of the Registrant effective August 23, 2005, filed as Exhibit 3.1 to the Registrant’s current report on Form 8-K filed August 29, 2005, is incorporated herein by reference.
3.7		Articles of Amendment of the Articles of Incorporation of the Registrant effective February 7, 2017, filed as Exhibit 3.7 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) filed April 25, 2017, is incorporated herein by reference.
4.1		Description of Registered Securities, dated May 11, 2022, filed as Exhibit 4.1 to the Registrant’s Form 10-Q, is incorporated herein by reference.
4.2		Specimen Common Stock Certificates filed as an exhibit to the Registrant’s Registration Statement on Form S-18 filed October 22, 1982 and ordered effective on December 14, 1982 (SEC File No. 2-79963C), is incorporated herein by reference.
4.3		Warrant to purchase common stock, dated July 1, 2015, filed as Exhibit 10.11 to the Registrant’s Form 10-Q filed on August 11, 2015, is incorporated herein by reference.
4.4		Form of Senior Secured Promissory Note issued by Registrant to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.3 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
4.5		Form of Warrant issued to Corbel Capital Partners SBIC, L.P. dated February 7, 2020, filed as Exhibit 4.4 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019, is incorporated herein by reference.
4.6		Form of Warrant issued to Corbel Capital Partners, SBIC, L.P. dated April 14, 2025.
10.1*		Employment Agreement with Paul W. Mobley dated January 2, 1999 filed as Exhibit 10.1 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.2*		Employment Agreement with A. Scott Mobley dated January 2, 1999 filed as Exhibit 10.2 to Registrant’s annual report on Form 10-K for the year ended December 31, 2005, is incorporated herein by reference.
10.3		Agreement dated April 8, 2015, by and among the Registrant and the shareholder parties, filed as Exhibit 10.1 to Registrant’s Form 8-K filed on April 8, 2015, is incorporated herein by reference.
10.4		Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5		Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.6		Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.7		First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.8		Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.
10.9		Amendment to the Senior Secured Promissory Note and Warrant Purchase Agreement and Other Note Documents and Waiver, dated as of September 29, 2022, by and among Registrant and Corbel Capital Partners SBIC, L.P. dated September 29, 2022, filed as Exhibit 10.7 to the Registrant’s Form 10-Q filed May 10, 2023 is incorporated herein by reference.
10.10		Amendment Number Two dated as of January 28, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P.
10.11		Amendment Number Three dated as of April 4, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P.
10.12		Amendment Number Four dated as of April 14, 2025, to Senior Secured Note and Warrant Purchase Agreement by and between the Registrant and Corbel Capital Partners SBIC, L.P.
21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1		C.E.O. Certification under 18 U.S.C. Section 1350
32.2		C.F.O. Certification under 18 U.S.C. Section 1350
101		Interactive Financial Data

20 Table of Contents

10.4		Form of 10% Convertible Subordinated Unsecured note filed as Exhibit 10.16 to the Registrant’s Form 10-K filed on March 27, 2017, is incorporated herein by reference.
10.5		Form of Redeemable Common Stock Purchase Class A Warrant filed as Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.6		Registration Rights Agreement dated October 13, 2016 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.7		First Amendment to the Registration Rights Agreement dated February 13, 2017 by and between the Registrant and the investors signatory thereto, filed as Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 (SEC File No. 33-217442) on April 25, 2017, is incorporated herein by reference.
10.8		Senior Secured Note and Warrant Purchase Agreement dated February 7, 2020 by and between the Registrant and Corbel Capital Partners SBIC, L.P. filed as Exhibit 10.11 to Registrant’s annual report on Form 10-K for the year ended December 31, 2019 is incorporated herein by reference.
21.1		Subsidiaries of the Registrant filed in the Registrant’s Registration Statement on Form SB-2 (SEC File No. 33-66850) ordered effective on October 26, 1993, is incorporated herein by reference.
31.1		C.E.O. Certification under Rule 13a-14(a)/15d-14(a)
31.2		C.F.O. Certification under Rule 13a-14(a)/15d-14(a)
32.1		C.E.O. Certification under 18 U.S.C. Section 1350
32.2		C.F.O. Certification under 18 U.S.C. Section 1350
101		Interactive Financial Data

*Management contract or compensation plan.

Page 21 Table of Contents

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 thereunto duly authorized.

	NOBLE ROMAN’S, INC.
Date: June 26, 2025	By:	/s/ Paul W. Mobley
Date: August 21, 2025	By:	/s/ Paul W. Mobley
		Paul W. Mobley, Executive Chairman,
		Paul W. Mobley, Executive Chairman,Chief Financial Officer and Principal
		Chief Financial Officer and Principal
		Accounting Officer (Authorized Officer and
		Principal Financial Officer)

Page 22

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