SCHEDULE: Corbel Capital Partners Discloses 9.9% Stake in Noble Romans

Corbel Capital Partners and its affiliates have disclosed a 9.9% beneficial ownership stake in Noble Romans Inc. through warrants, subject to a 9.9999% blocker.

Summary

• Corbel Capital Partners SBIC, L.P., along with Corbel Capital Advisors SBIC, LLC, Jeffrey B. Schwartz, and Jeffrey S. Serota, collectively known as the Reporting Persons, have filed an Amendment No. 2 to Schedule 13G.
• The Reporting Persons beneficially own warrants to purchase an aggregate of 4,250,000 shares of Noble Romans Inc. Common Stock.
• This represents 9.9% of the outstanding Common Stock, calculated based on 22,215,512 shares outstanding as of August 25, 2025.
• The ownership is subject to a "Warrant Blocker" which prevents the Reporting Persons from exercising warrants if it would result in them beneficially owning more than 9.9999% of the outstanding Common Stock.
• The actual number of shares currently beneficially owned, after giving effect to the Warrant Blocker, is less than the 4,250,000 shares that would be issuable upon full exercise.
• The filing states that the securities were not acquired for the purpose of changing or influencing control of the issuer, except for activities related to a nomination under Rule 14a-11.

Sentiment

Score: 6

Explanation: The filing discloses a significant beneficial ownership stake by an institutional investor group, which can be interpreted as a vote of confidence. However, the presence of a warrant blocker limits immediate full exercise and the filing itself is a routine disclosure of ownership rather than an operational update.

Positives

• A significant institutional investor, Corbel Capital Partners, has disclosed a substantial beneficial ownership stake in Noble Romans Inc., potentially signaling confidence in the company.
• The investment is structured through warrants, providing potential upside exposure to the company's stock performance.

Negatives

• The "Warrant Blocker" limits the immediate full exercise of the warrants, preventing the Reporting Persons from exceeding 9.9999% ownership without prior notice, which could restrict their immediate influence or full participation in potential stock appreciation.

Risks

• The Warrant Blocker restricts the Reporting Persons' ability to fully exercise their warrants and increase their ownership beyond 9.9999% without providing 61 days' notice, potentially limiting their flexibility and influence.
• The beneficial ownership is primarily through warrants, which carry inherent risks related to their exercise price and the underlying stock's performance.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake could be viewed positively, potentially indicating increased institutional interest and a vote of confidence in Noble Romans Inc. The warrant blocker, however, limits the immediate impact of this potential ownership.
• Management: The Reporting Persons' stated purpose of not seeking to change or influence control, except for potential nominations under Rule 14a-11, suggests a generally passive investment, though the possibility of future nominations indicates a potential for engagement.

Key Dates

Keywords

Noble Romans Inc, Common Stock, Schedule 13G, Beneficial Ownership, Warrants, Corbel Capital Partners, Corbel Capital Advisors, Jeffrey B. Schwartz, Jeffrey S. Serota, Warrant Blocker, Institutional Investor, SEC Filing