Yahoo Finance

INDIANAPOLIS, IN / ACCESSWIRE / August 19, 2024 / Noble Roman's, Inc. (OTCQB:NROM) ("Noble Roman's" or the "Company"), the Indianapolis based franchisor and operator of Noble Roman's Pizza and Noble Roman's Craft Pizza & Pub, today encouraged all Noble Roman's shareholders to attend its Annual Shareholder Meeting on August 27, 2024, and provided facts to correct the illegal, misleading statements BT Brands, Inc ("BTB") recently published about the Company.

Paul Mobley, Executive Chairman of Noble Roman's, Inc., said, "On behalf of Noble Roman's Board of Directors, senior management, and dedicated employees, we hope to see all of our shareholders at our Annual Shareholder Meeting on August 27^th starting at 10:30 AM here in Indianapolis. Please remember to get your proxy turned in ahead of the meeting date and make sure your shares are voted for the nominees unanimously endorsed by the Company's Board of Directors."

For many years, Noble Roman's by-laws, prominently available to anyone (and in BTB's possession), have set forth customary procedures shareholders must follow to properly bring business before a shareholder meeting, in order to enable the Company to hold orderly meetings. Incredibly, BTB has admitted that for the second year in a row it failed to comply with the rules and again demands that the Company waive the requirements and allow its nominations anyway. And BTB has accompanied those ill-advised and damaging efforts with a number of public statements that are incorrect, slanderous and false as to both the relevant facts and the law.

The Company believes it is important to provide our shareholders the following corrections and clarifications to the many mischaracterizations recently circulated by BTB:

• BTB failed to comply with the requirements of the Company's by-laws and federal securities laws in purporting to advance certain nominees for election to the Company's Board of Directors. BTB is subject to the same publicly available procedural requirements as all shareholders. Last year, BTB falsely represented its Noble Roman's stock ownership to the Company; this year they failed to provide the necessary information and undertakings.

• Shareholders may recall that last year BTB sued the Company in Federal Court in Indiana. The Court denied BTB's motion for a temporary restraining order and preliminary injunction, stating BTB's claims did not have a likelihood of success. After that, BTB voluntarily withdrew its lawsuit.

• With respect to this year's annual meeting, Noble Roman's provided BTB detailed communications on June 17, 2024, and August 14, 2024, respectively, outlining its failure to satisfy the legal requirements.

• In its public statements, BTB attempts to excuse its manipulative tactics by claiming (1) they were entitled to certain notices from the Company because the Company did not hold an Annual Meeting of its Shareholders last year and (2) because the Company did not provide BTB a questionnaire that the Company may require under its by-laws. These excuses are simply wrong.

• Noble Roman's duly called and held its 2023 Annual Meeting of Shareholders on August 10, 2023. While a quorum was not present at the meeting because BTB refused to represent the shares held by shareholders from whom it claims it had solicited proxies to vote shares, the meeting was validly held. BTB has no legal basis for its position to the contrary.

• The Company's by-laws provide that in addition to the information a nominating shareholder is required to provide by the by-laws and the federal securities laws, the Company may require the nominee to complete and provide a questionnaire. BTB admits it did not provide the required information for nomination, so the issue of a questionnaire never became relevant.

• BTB illegally issued its recent open letter to Noble Roman's shareholders. The SEC's proxy rules prohibit beneficial owners from relying on the exemption from heightened oversight from the SEC staff claimed by BTB. That regulatory relief is not available to a beneficial owner like BTB, who has disclosed an intention to engage in an election contest or reserves the right to pursue a change of control transaction. BTB's Schedule 13D further evidences its non-compliance with the SEC's proxy regulatory framework which provides important protections for Noble Roman's shareholders from abusive tactics like those BTB is engaged in.

• Year-to-date, the trading price of BTB's stock has declined over 47% reflecting continuing operating losses and cash burn at their restaurants and for overhead, while Noble Roman's stock price has gained 54% reflecting successful execution of its business strategy. In their recent SEC reporting, BTB showed a net loss from operations in their latest six-month reporting period of ($819,372) compared to a loss for the same six-month period in 2023 of ($330,306).