{"url_path":"/sec/nrom/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A CONTROLS AND PROCEDURES**","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":526,"has_tables":true,"body_markdown":"**ITEM 9A.  CONTROLS AND PROCEDURES**\n\n \n\nEvaluation of Disclosure Controls and Procedures\n\n \n\nManagement, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of December 31, 2025.\n\n \n\nDisclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.\n\n \n\nAs described below, management identified a material weakness in the Company's internal control over financial reporting as of December 31, 2025. Because of this material weakness, management concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2025.\n\n \n\nManagement's Report on Internal Control Over Financial Reporting\n\n \n\nManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).\n\n \n\nManagement evaluated the effectiveness of the Company's internal control over financial reporting as of December 31, 2025 using the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\n \n\nBased on its evaluation, management identified a material weakness in internal control over financial reporting related to the Company's financial reporting and period-end close process.\n\n \n\nSpecifically, the Company did not maintain effective controls designed to ensure that significant accounting transactions, estimates, account reconciliations, manual journal entries, and financial statement disclosures were appropriately analyzed, documented, reviewed, and recorded in accordance with U.S. generally accepted accounting principles.\n\n \n\nAs a result, management identified deficiencies in the preparation and review of certain accounting analyses, account reconciliations, journal entries, and financial statement disclosures. These deficiencies required significant management attention and additional audit procedures to support the Company's financial reporting process.\n\n \n\n \n\n22\n\n*Table of Contents*\n\n \n\nBecause of this material weakness, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2025.\n\n \n\nRemediation Plan\n\n \n\nManagement is committed to improving the Company's internal control over financial reporting and has hired a Chief Accounting Officer and additional staff accountant which started late in 2025.  To remediate the material weakness identified above, planned activities include enhancing documentation and review procedures for significant accounting analyses, account reconciliations, manual journal entries, and financial statement disclosures, as well as evaluating the need for additional accounting resources and external technical accounting assistance where appropriate.\n\n \n\nManagement will continue to evaluate the effectiveness of these remediation efforts and will report on the status of remediation in future filings.\n\n \n\nChanges in Internal Control Over Financial Reporting\n\n \n\nOther than the remediation activities described above, there were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting."}