{"url_path":"/sec/nrom/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND****DIRECTOR INDEPENDENCE**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/709005/0001654954-26-005747-index.html","accession_number":"0001654954-26-005747","cik":"0000709005","ticker":"NROM","issuer_name":"NOBLE ROMANS INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/709005/0001654954-26-005747-index.html","primary_entity_key":"0000709005","primary_entity_name":"NOBLE ROMANS INC"},"word_count":486,"has_tables":true,"body_markdown":"**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND****DIRECTOR INDEPENDENCE**\n\n \n\nThe Company has reviewed all transactions to which the Company and officers and directors of the Company are a party or have a financial interest. The board of directors of the Company has adopted a policy that all transactions between the Company and its officers, directors, principal shareholders and other affiliates must be approved by a majority of the Company’s disinterested directors, and be conducted on terms no less favorable to the Company than could be obtained from unaffiliated third parties.\n\n \n\nOf the 48 Units sold in the private placement which began in October 2016, three Units were purchased by Paul W. Mobley, Executive Chairman, and four Units were purchased by Marcel Herbst, Director, via Herbst Capital Management, LLC. Each Unit consists of a Note in the principal amount of $50,000 and a Warrant to purchase 50,000 shares of the Company’s Common Stock. These transactions were all on the same terms and conditions as all of the independent investors who purchased the other 41 Units. The Notes, at the time of issue, were to mature three years after issue date. In late 2018, the Company sent an offer to each remaining Note holder offering to extend the maturity of the Notes to January 31, 2023. Holders of $775,000 in principal amount of the Notes accepted that offer of extension including the Notes held by Paul W. Mobley and Herbst Capital Management, LLC. In conjunction with the refinancing of the Company in February 2020, Notes held by Paul Mobley were included in the $1,275,000 in principal amount of Notes that were repaid out of the proceeds of the new financing. In September 2022, Paul Mobley bought a subordinated note in principal amount $200,000 from Marcel Herbst along with attached warrants. After December 31, 2024, Paul Mobley agreed to pay the Company $50,000 for credit card back-up records that could not be located for charges paid by the Company based on the use of his personal credit card. That was established as a receivable at December 31, 2024 and that receivable was repaid immediately after established on May 12, 2025. In 2025, Paul Mobley purchased a Note holder’s Note in principal amount of $100,000 which is included in the balance sheet as a portion of the outstanding convertible notes payable along with the attached warrants. During 2025, Paul Mobley received the 10% interest from the Company at the same time as all other Note holders.\n\n \n\n \n\n30\n\n*Table of Contents*\n\n \n\nThe Company’s board of directors is currently comprised of: Paul W. Mobley, the Executive Chairman and Chief Financial Officer; A. Scott Mobley, the President and Chief Executive Officer; Douglas H. Coape-Arnold; and Jeffrey Roberts. For the purpose of determining director independence, the Company has adopted the New York Stock Exchange definition of independence. The board of directors has determined that Messrs. Coape-Arnold and Roberts are independent directors under that definition."}