Zoned Properties Enters Material Definitive Agreement

Ticker: ZDPY · Form: 8-K · Filed: Feb 29, 2024 · CIK: 1279620

Zoned Properties, Inc. 8-K Filing Summary
FieldDetail
CompanyZoned Properties, Inc. (ZDPY)
Form Type8-K
Filed DateFeb 29, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$1,100,000, $250,000, $350,000, $50,000, $47,500
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, regulation-fd

TL;DR

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

AI Summary

Zoned Properties, Inc. filed an 8-K on February 29, 2024, reporting an event that occurred on February 23, 2024. The filing indicates the entry into a material definitive agreement and includes Regulation FD Disclosure, as well as financial statements and exhibits. The company, incorporated in Nevada with IRS Employer Identification No. 46-5198242, operates in nonresidential buildings.

Why It Matters

This filing signals a significant new commitment for Zoned Properties, which could impact its financial position and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement without disclosing its specifics, creating uncertainty about its potential impact.

Key Players & Entities

  • Zoned Properties, Inc. (company) — Registrant
  • Nevada (location) — State of Incorporation
  • February 23, 2024 (date) — Date of earliest event reported
  • February 29, 2024 (date) — Filing date
  • 46-5198242 (number) — IRS Employer Identification No.

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 23, 2024.

When was this 8-K filed with the SEC?

This 8-K was filed with the SEC on February 29, 2024.

What is the primary nature of the event reported by Zoned Properties, Inc.?

The primary nature of the event reported is the entry into a Material Definitive Agreement.

In which state is Zoned Properties, Inc. incorporated?

Zoned Properties, Inc. is incorporated in Nevada.

What is the IRS Employer Identification Number for Zoned Properties, Inc.?

The IRS Employer Identification Number for Zoned Properties, Inc. is 46-5198242.

Filing Stats: 1,477 words · 6 min read · ~5 pages · Grade level 11.3 · Accepted 2024-02-29 13:03:54

Key Financial Figures

  • $1,100,000 — rty in exchange for a purchase price of $1,100,000 (the "Purchase Price"). Pursuant to the
  • $250,000 — for ZP Holdings' reimbursement of up to $250,000 for the off-site work and reimbursement
  • $350,000 — ff-site work and reimbursement of up to $350,000 for the on-site work (collectively, the
  • $50,000 — the following amounts into escrow: (i) $50,000, for the initial earnest money deposit,
  • $47,500 — initial earnest money deposit, and (ii) $47,500, for additional earnest money deposited
  • $1,000,000 — tenant improvement allowance for up to $1,000,000 to Sunday Goods to be reimbursed in tra

Filing Documents

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Purchase and Sale Agreement and Joint Escrow On February 23, 2024, ZP RE Holdings, LLC ("ZP Holdings"), a wholly owned subsidiary of Zoned Properties, Inc. (the "Company"), provided an approval notice to the Seller (as hereinafter defined) of the Surprise Property (as hereinafter defined), related to the Company's intent to consummate the purchase of the Surprise Property, following notice from the City of Surprise that the Company had received final approvals of its cannabis entitlements, after satisfaction of the appeal period (the "Cannabis Approvals"), related to a use-permit for a cannabis retail dispensary to be developed at the Surprise Property. As used herein, the "Surprise Property" refers to that certain property commonly known as Bella Fiesta Pad B in Surprise, Arizona, which property is a certain tract or parcel of land containing approximately 1.114 acres, together with all improvements, buildings, leases, rights, easements, and appurtenances pertaining thereto. Previously, on January 23, 2023, ZP Holdings entered into a Purchase and Sale Agreement and Joint Escrow Instructions, by and between NWC Dysart & Bell LLC (the "Seller") and ZP Holdings as the buyer. Such agreement was subsequently amended on May 12, 2023, October 25, 2023, and December 20, 2023 (as amended, the "Agreement"). Pursuant to the terms of the Agreement, the Seller agreed to sell to ZP Holdings, and ZP Holdings agreed to purchase, the Surprise Property in exchange for a purchase price of $1,100,000 (the "Purchase Price"). Pursuant to the terms of the Agreement, the Seller also agreed to complete a number of on-site and off-site improvements to the Surprise Property (the "Seller's Work") in exchange for ZP Holdings' reimbursement of up to $250,000 for the off-site work and reimbursement of up to $350,000 for the on-site work (collectively, the "Reimbursements"). The obligation to complete the Reimbursements is conditioned up

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 29, 2024, the Company issued a press release announcing its Agreement to acquire the Surprise Property and that it has received the necessary Cannabis Approvals . 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.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Purchase and Sale Agreement and Joint Escrow Instructions, dated as of January 23, 2023, by and between NWC Dysart & Bell, LLC and ZP RE Holdings, LLC. 10.2 Licensed Cannabis Facility Absolute Net Lease Agreement dated as of January 2, 2024, by and between ZP RE Holdings, LLC and The Pharm, LLC. 10.3 Guaranty of Payment and Performance, dated as of February 27, 2024, by The Pharm, LLC in favor of ZP RE Holdings, LLC. 99.1 Press release of the registrant dated February 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2

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: February 29, 2024 /s/ Bryan McLaren Bryan McLaren Chief Executive Officer & Chief Financial Officer 3

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