Form SCHEDULE 13G/A NOBLE ROMANS INC Filed by: CORBEL CAPITAL PARTNERS SBIC, L.P.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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NOBLE ROMANS INC (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
CORBEL CAPITAL PARTNERS SBIC, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4, the Warrants (as defined in Item 4) are subject to a 9.9999% Warrant Blocker (as defined in Item 4), and the percentage set forth in row (11) gives effect to such Warrant Blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of shares of common stock, no par value, of the Issuer (the "Common Stock") that would be issuable upon full exercise of the Warrants and do not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Persons (as defined in Item 2(a)), after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8), and (9).
(2) The percentage in row (11) is based on 22,215,512 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2025, and does not reflect all of the shares of Common Stock issuable upon full exercise of the Warrants as the percentage in row (11) gives effect to the Warrant Blocker.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Corbel Capital Advisors SBIC, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) As more fully described in Item 4, the Warrants are subject to a 9.9999% Warrant Blocker, and the percentage set forth in row (11) gives effect to such Warrant Blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and do not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Persons, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8), and (9).
(2) The percentage in row (11) is based on 22,215,512 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2025, and does not reflect all of the shares of Common Stock issuable upon full exercise of the Warrants as the percentage in row (11) gives effect to the Warrant Blocker.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Schwartz Jeffrey B | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4, the Warrants are subject to a 9.9999% Warrant Blocker, and the percentage set forth in row (11) gives effect to such Warrant Blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and do not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Persons, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8), and (9).
(2) The percentage in row (11) is based on 22,215,512 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2025, and does not reflect all of the shares of Common Stock issuable upon full exercise of the Warrants as the percentage in row (11) gives effect to the Warrant Blocker.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Serota Jeffrey | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) As more fully described in Item 4, the Warrants are subject to a 9.9999% Warrant Blocker, and the percentage set forth in row (11) gives effect to such Warrant Blocker. However, as more fully described in Item 4, the securities reported in rows (6), (8), and (9) show the number of shares of Common Stock that would be issuable upon full exercise of the Warrants and do not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by the Reporting Persons, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8), and (9).
(2) The percentage in row (11) is based on 22,215,512 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2025, and does not reflect all of the shares of Common Stock issuable upon full exercise of the Warrants as the percentage in row (11) gives effect to the Warrant Blocker.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NOBLE ROMANS INC | |
| (b) | Address of issuer's principal executive offices:
6612 E. 75th Street, Suite 450, Indianapolis, Indiana, 46250 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by: (i) Corbel Capital Partners, SBIC, L.P. ("Corbel Capital Partners"); (ii) Corbel Capital Advisors SBIC, LLC ("Corbel Capital Advisors"); (iii) Jeffrey B. Schwartz; and (iv) Jeffrey S. Serota. The foregoing are collectively referred to herein as the "Reporting Persons."
Corbel Capital Advisors is the general partner of Corbel Capital Partners. Jeffrey B. Schwartz and Jeffrey S. Serota are the managing members of Corbel Capital Advisors. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each Reporting Person is 11777 San Vicente Blvd., Suite 777, Los Angeles, CA 90049. | |
| (c) | Citizenship:
Corbel Capital Partners is a Delaware limited partnership. Corbel Capital Advisors is a Delaware limited liability company. Messrs. Schwartz and Serota are each a citizen of the United States. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the filing of this statement, Corbel Capital Partners holds warrants (the "Warrants") to purchase an aggregate of 5,750,000 shares of Common Stock (the "Shares") of the Issuer. Pursuant to the terms of the Warrants, the Reporting Persons cannot exercise the Warrants to the extent that Corbel Capital Partners, its affiliates, and any other persons acting as a group together with Corbel Capital Partners or its affiliates would beneficially own, after any such exercise, more than 9.9999% of the outstanding shares of Common Stock (the "Warrant Blocker"), and the percentage set forth in row (11) of the cover pages of the Reporting Persons gives effect to the Warrant Blocker, which may be increased or decreased by Corbel Capital Partners upon 61 days' notice. Consequently, as of the filing of this statement, the Reporting Persons are not able to currently exercise all of the Warrants due to the Warrant Blocker and do not currently beneficially own all of the Shares within the meaning of Rule 13d-3.
Corbel Capital Partners and Corbel Capital Advisors may be deemed to have shared power to vote or to direct the vote and to dispose or direct the disposition the Shares. The managing members of Corbel Capital Advisors are Jeffrey B. Schwartz and Jeffrey S. Serota, each of whom may be deemed to have shared power to vote or direct the vote and to dispose or to direct the disposition of the Shares. Neither the filing of this Amendment No. 4 to Schedule 13G nor any of its contents shall be deemed to constitute an admission that each of Messrs. Schwartz and Serota or Corbel Capital Advisors is the beneficial owner of the Common Stock referred to herein for purposes of Sections 13(d) or 13(g) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed. | |
| (b) | Percent of class:
9.9999%; based on 22,215,512 shares of Common Stock outstanding as of November 25, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 29, 2025, and after giving effect to the Warrant Blocker. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons | ||
| (ii) Shared power to vote or to direct the vote:
5,750,000 for all Reporting Persons | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons | ||
| (iv) Shared power to dispose or to direct the disposition of:
5,750,000 for all Reporting Persons | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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