UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~June~~September 1816, 2025

NOBLE ROMAN’S, INC.

(Exact name of Registrant as specified in its charter)

Indiana	0-11104	35-1281154
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

6612 E. 75th Street, Suite 450 Indianapolis, Indiana		46250
6612 E. 75th Street, Suite 450Indianapolis, Indiana		46250
(Address of principal executive offices)		(Zip Code)

(317) 634-3377

(Company's telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective ~~June~~as 18of September 16, 2025, ~~Sassetti~~Marcel ~~LLC~~Herbst, ~~(“Sassetti”)~~a ~~resigned~~Class asI Director of the ~~principal~~Board ~~accountant~~of Directors (the “Board”) of Noble Roman’s, Inc. (the “Company”)., ~~The~~resigned from the Board. ofMr. ~~Directors~~Herbst’s ofresignation ~~the~~was ~~Company~~not isthe ~~evaluating~~result ~~alternative~~of ~~independent~~any ~~accountants~~dispute toor ~~serve~~disagreement aswith the ~~Company’s~~Board ~~auditor~~or ~~for~~the ~~2025~~Company.

~~Sassetti’s~~The ~~report~~Board onappointed ~~consolidated~~Jeffrey ~~balance~~D. ~~sheets~~Roberts, ofas ~~the~~a ~~Company~~Class ~~and~~I ~~its~~Director, ~~subsidiaries~~to asfill ofthe ~~December~~vacancy ~~31,~~on ~~2024, and~~ the ~~related~~Board ~~consolidated~~created ~~statements~~by ofMr. ~~operations,~~Herbst’s ~~changes~~resignation. inMr. ~~stockholders’~~Roberts ~~equity~~is, and ~~cash~~since ~~flows~~2011, ~~for~~has ~~the~~been ~~year~~a ~~ended~~Founding ~~December~~Partner ~~31,~~of ~~2024, and~~ the ~~related~~Roberts ~~notes,~~Means ~~did~~Roncevic ~~not~~Kapela ~~contain~~LLC, ~~any~~a ~~adverse~~law ~~opinion~~firm orbased ~~disclaimer~~in ~~of opinion~~Carmel, ~~nor~~Indiana. ~~were~~Mr. ~~they~~Roberts ~~qualified~~manages orthe ~~modified~~firm asand toleads ~~uncertainty,~~its ~~audit~~litigation ~~scope,~~practice orgroup. ~~accounting principles~~Mr. ~~Sassetti~~Roberts ~~did~~earned ~~not~~his ~~audit~~J.D. from the ~~consolidated~~Indiana ~~financial~~University ~~statements~~Maurer ofSchool ~~the Company as~~ of Law and ~~for~~a ~~the year ended December 31, 2023~~B.S. ~~Such~~degree ~~statements~~from ~~were~~the ~~audited~~Indiana byUniversity ~~another~~Kelley ~~auditor~~School ~~whose~~of ~~report~~Business ~~was~~– ~~dated April 15~~Bloomington, ~~2024~~with ~~and~~a ~~which~~double ~~expressed~~major anin ~~unqualified~~finance and ~~unmodified opinion on those statements~~marketing.

~~During~~Mr. ~~the~~Roberts ~~fiscal~~was ~~years~~not ~~ended~~appointed ~~December~~pursuant ~~31,~~to ~~2024~~any ~~and~~arrangement ~~2023,~~or ~~and~~understanding ~~the subsequent interim period through the date hereof, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions~~ between ~~the~~Mr. ~~Company~~Roberts and ~~Sassetti on~~ any ~~matters~~other ofperson. ~~accounting~~Mr. ~~principles~~Roberts ordoes ~~practices,~~not ~~financial~~have ~~statement~~any ~~disclosure,~~direct or ~~auditing~~indirect ~~scope~~material orinterest ~~procedure~~in ~~which,~~any iftransaction ~~not~~required ~~resolved~~ to ~~Sassetti’s~~be ~~satisfaction,~~disclosed ~~would~~pursuant ~~have caused Sassetti~~ to ~~make~~Item ~~reference~~404(a) ~~thereto~~of inRegulation ~~their~~S-K. ~~reports;~~Mr. ~~and~~Roberts ~~(ii)~~will nobe ~~“reportable~~compensated ~~events”~~on ~~within~~ the ~~meaning~~same ofbasis ~~Item~~as ~~304(a)(1)(v)~~all ofother ~~Regulation S~~non-K,employee ~~except~~directors ~~for~~of the ~~identification~~Company, ofas ~~certain~~described ~~material~~under ~~weaknesses,~~“Director asCompensation” ~~detailed~~ in the Company’s ~~Annual~~Proxy ~~Report~~Statement onfor ~~Form~~its ~~10-K~~2025 ~~filed~~Annual ~~with~~Meeting ~~the~~of ~~Securities and Exchange Commission on June 9, 2025~~Shareholders.

~~The~~Item ~~Company~~5.07 ~~has~~Submission ~~requested~~of ~~that~~Matters ~~Sassetti~~to ~~furnish~~ a ~~letter~~Vote ~~addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy~~ of ~~Sassetti’s~~Security ~~letter, dated June 20, 2025, is filed as Exhibit 16.1 to this Form 8-K.~~Holders

~~Item~~On 9September 16, 2025, the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company was called to order.01 –Under ~~Financial~~the ~~Statements~~Company’s by-laws, shareholders representing a majority of the votes entitled to be cast on a particular matter must be represented in person or by proxy to constitute a quorum for such matter. As of August 25, 2025, the record date for the Annual Meeting, there were 22,215,512 shares of the Company’s common stock issued and ~~Exhibits~~outstanding. Accordingly, shareholders representing 11,107,757 shares were required to be present in person or by proxy for a quorum to exist at the Annual Meeting. Based on information available to the Company, shares representing 8,665,422 votes were represented in person or by proxy at the Annual Meeting. Therefore, a quorum did not exist, and the Company’s Executive Chairman adjourned the Annual Meeting without taking any vote.

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

Exhibit Number		Description
16.1		Letter of Sassetti LLC dated June 20, 2025

~~* * *~~SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~Dated: September 22, 2025

~~Pursuant~~NOBLE ~~to the requirements of the Securities Exchange Act of 1934~~ROMAN’S, ~~the~~INC. ~~registrant~~By: ~~has~~/s/ ~~duly~~Paul ~~caused~~W. ~~this~~Mobley ~~report~~Paul toW. beMobleyExecutive ~~signed~~Chairman onandChief ~~its~~Financial ~~behalf by the undersigned hereunto duly authorized.~~Officer

~~Dated: June 24, 2025~~ 3

NOBLE ROMAN’S, INC. By: /s/ Paul W. Mobley Paul W. Mobley Executive Chairman and Chief Financial Officer

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