Zoned Properties Enters Material Definitive Agreement

TL;DR

**Zoned Properties just signed a big deal, watch for details!**

AI Summary

Zoned Properties, Inc. filed an 8-K on January 22, 2024, reporting an "Entry into a Material Definitive Agreement" that occurred on January 18, 2024. This filing indicates a significant new contract or partnership for the company, which could impact its future revenue streams or operational strategy. For investors, this matters because material agreements often signal growth opportunities or changes in business direction, potentially affecting the stock's valuation depending on the nature and terms of the agreement.

Why It Matters

This filing signals a potentially significant business development for Zoned Properties, Inc., which could lead to new revenue streams or strategic shifts, directly impacting the company's financial performance and stock value.

Risk Assessment

Risk Level: medium — The filing indicates a material agreement but lacks specific details, creating uncertainty about its financial impact and potential risks or benefits.

Analyst Insight

A smart investor would await further details regarding the "Material Definitive Agreement" to understand its terms, financial implications, and potential impact on Zoned Properties, Inc.'s future performance before making any investment decisions.

Key Players & Entities

• Zoned Properties, Inc. (company) — the registrant filing the 8-K
• January 18, 2024 (date) — date of the earliest event reported
• January 22, 2024 (date) — date the 8-K was filed
• 8360 E. Raintree Drive, #230 Scottsdale, AZ 85260 (address) — principal executive offices of Zoned Properties, Inc.
• 877-360-8839 (phone_number) — registrant's telephone number

FAQ

Key Financial Figures

• $1,250,000 — y") in exchange for a purchase price of $1,250,000, to be paid by Keystone (the "Purchase
• $40,000 — the following amounts into escrow: (i) $40,000, representing reimbursement to Keystone
• $185,000 — e Original PSA, (ii) assignment fees of $185,000, and (iii) $1,210,000, representing the
• $1,210,000 — assignment fees of $185,000, and (iii) $1,210,000, representing the Purchase Price less t
• $65,000 — acquisition of real estate, including a $65,000 commission payable and a $79,634 sponso
• $79,634 — ding a $65,000 commission payable and a $79,634 sponsor fee payable. The foregoing des

Filing Documents

• ea191923-8k_zonedpro.htm (8-K) — 60KB
• ea191923ex10-1_zonedpro.htm (EX-10.1) — 57KB
• ea191923ex10-2_zonedpro.htm (EX-10.2) — 341KB
• ea191923ex10-3_zonedpro.htm (EX-10.3) — 14KB
• ea191923ex10-4_zonedpro.htm (EX-10.4) — 242KB
• ea191923ex10-5_zonedpro.htm (EX-10.5) — 24KB
• ea191923ex10-6_zonedpro.htm (EX-10.6) — 60KB
• ea191923ex99-1_zonedpro.htm (EX-99.1) — 16KB
• ex10-2_001.jpg (GRAPHIC) — 11KB
• ex10-2_002.jpg (GRAPHIC) — 7KB
• 0001213900-24-005078.txt ( ) — 1172KB
• zdpy-20240119.xsd (EX-101.SCH) — 3KB
• zdpy-20240119_lab.xml (EX-101.LAB) — 33KB
• zdpy-20240119_pre.xml (EX-101.PRE) — 22KB
• ea191923-8k_zonedpro_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Agreement Regarding Purchase and Sale Contract On December 15, 2023, ZP RE Holdings, LLC ("ZP Holdings"), a wholly owned subsidiary of Zoned Properties, Inc. (the "Company"), entered into an Agreement Regarding Purchase and Sale Contract (the "Agreement"), effective as of December 15, 2023, by and between Keystone Ventures, LLC ("Keystone") as assignor and ZP Holdings as assignee. Pursuant to the terms of the Agreement, Keystone agreed to assign to ZP Holdings its right, title and interest in that certain Purchase and Sale Agreement dated May 5, 2022, by and between Lakeside Bank as Trustee under a Trust Agreement dated October 7, 2004 and known as Trust Number 10-2749, Daniel Kravetz (together, the "Seller") and Keystone, as amended (the "Original PSA"). Pursuant to the terms of the Original PSA, the Seller agreed to sell to Keystone certain real property located at 3499, 3451, and 3455 South Ashland Avenue, Chicago, Illinois, 60608 (the "Ashland Avenue Property") in exchange for a purchase price of $1,250,000, to be paid by Keystone (the "Purchase Price"). Pursuant to the terms of the Agreement, ZP Holdings deposited the following amounts into escrow: (i) $40,000, representing reimbursement to Keystone or its designee for the earnest money deposit paid under the terms of the Original PSA, (ii) assignment fees of $185,000, and (iii) $1,210,000, representing the Purchase Price less the $40,000 earnest money payment. Closing of the transactions contemplated by the Agreement was subject to several conditions, including payment of the sums indicated in the prior paragraph, execution of the Assignment Agreement (as hereinafter defined), and execution of an absolute net lease agreement by ZP Holdings (as landlord) and JG-IL, LLC (as tenant), in form and substance acceptable to ZP Holdings. In addition, ZP Holdings had the right to conduct inspections on the Ashland Avenue Property that ZP Holdings deems, in its

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On January 22, 2024, the Company issued a press release announcing that it has acquired the Ashland Avenue Property. The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD. 2

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 10.1 Agreement Regarding Purchase and Sale Contract, dated as of December 15, 2023, by and between Keystone Ventures, LLC and ZP RE Holdings, LLC. 10.2 Purchase and Sale Agreement, dated as of May 5, 2022, by and between Lakeside Bank, as Trustee under Trust Agreement dated October 7, 2004 and known as Trust Number 10-2749 and Daniel Kravetz and Keystone Ventures, LLC as assignee, as amended through January 12, 2024. 10.3 Assignment and Assumption Agreement, dated as of January 19, 2024, by and between Keystone Ventures, LLC and ZP RE Holdings, LLC. 10.4 Licensed Cannabis Facility Absolute Net Lease Agreement dated as of January 18, 2024, by and between ZP RE Holdings, LLC and JG IL LLC. 10.5 Guaranty of Payment and Performance, dated as of January 18, 2024, by JG Holdco LLC in favor of ZP RE Holdings, LLC. 10.6 Security Agreement, dated as of January 18, 2024, made by and among JG IL LLC in favor of ZP RE Holdings, LLC. 99.1 Press release of the registrant dated January 22, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ZONED PROPERTIES, INC. Dated: January 22, 2024 /s/ Bryan McLaren Bryan McLaren Chief Executive Officer & Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR