Zoned Properties, Inc. Files 8-K for Material Agreement

TL;DR

Zoned Properties (ZDP) signed a big deal on July 8th. 8-K filed.

AI Summary

On July 8, 2024, Zoned Properties, Inc. entered into a Material Definitive Agreement. The company, incorporated in Nevada, is involved in the operation of nonresidential buildings and is headquartered in Scottsdale, Arizona. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new development or contract for Zoned Properties, Inc., which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material Definitive Agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet detailed in the provided text.

Key Numbers

• 000-51640 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-5198242 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Zoned Properties, Inc. (company) — Registrant
• July 8, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation
• Scottsdale, Arizona (location) — Business Address
• Vanguard Minerals Corp (company) — Former Company Name
• Knewtrino, Inc. (company) — Former Company Name

FAQ

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
• $1,620,000 — PMF Loan Agreement, PMF agreed to loan $1,620,000 to DYSART, which loan is evidenced by a
• $1,020,000 — of an initial advance in the amount of $1,020,000 for the purpose of contributing funding
• $300,000 — ork: (i) first advance in the amount of $300,000 at 50% completion, and (ii) final advan

Filing Documents

• ea0208751-8k_zoned.htm (8-K) — 43KB
• ea020875101ex10-1_zoned.htm (EX-10.1) — 135KB
• ea020875101ex10-2_zoned.htm (EX-10.2) — 142KB
• ea020875101ex10-3_zoned.htm (EX-10.3) — 26KB
• ea020875101ex10-4_zoned.htm (EX-10.4) — 39KB
• ea020875101ex99-1_zoned.htm (EX-99.1) — 20KB
• 0001213900-24-060285.txt ( ) — 682KB
• zdpy-20240708.xsd (EX-101.SCH) — 3KB
• zdpy-20240708_lab.xml (EX-101.LAB) — 33KB
• zdpy-20240708_pre.xml (EX-101.PRE) — 22KB
• ea0208751-8k_zoned_htm.xml (XML) — 3KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On July 8, 2024, the ZP RE AZ DYSART, LLC ("DYSART"), a wholly owned subsidiary of Zoned Properties, Inc. (the "Company"), acquired (the "Closing") the Surprise Property (as hereinafter defined) from NWC Dysart & Bell LLC ("NWC"). As previously disclosed, on February 23, 2024, the Company, through ZP RE Holdings, LLC, a wholly owned subsidiary of the Company ("ZP Holdings"), provided an approval notice to NWC 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. Also as previously disclosed, on January 23, 2023, ZP Holdings entered into a Purchase and Sale Agreement and Joint Escrow Instructions, by and between NWC, as 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, NWC 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, NWC also agreed to complete a number of on-site and off-site improvements to the Surprise Property (the "NWC'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

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On July 10, 2024, the Company issued a press release announcing the closing of the acquisition of the Surprise Property. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference; provided, however, that the information contained in any website or link is not a part of this Current Report on Form 8-K. The information included in this Current Report on Form 8-K, 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.

01. Other Events

Item 8.01. Other Events. On July 8, 2024, DYSART acquired the Surprise Property.

01 Financial Statement and Exhibits

Item 9.01 Financial Statement and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Construction Loan Agreement, dated as of July 8, 2024, by and between ZP RE AZ DYSART, LLC and Private Money Funding, LLC. 10.2 Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing made as of July 8, 2024, by and among ZP RE AZ DYSART, LLC to Premier Title Agency, for the benefit of Private Money Funding, LLC. 10.3 Promissory Note, dated July 8, 2024, issued by ZP RE AZ DYSART, LLC in favor of Private Money Funding, LLC. 10.4 Unconditional Repayment Guaranty, dated as of July 8, 2024, by the registrant in favor of Private Money Funding, LLC. 99.1 Press release of the registrant dated July 10, 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: July 10, 2024 /s/ Bryan McLaren Bryan McLaren Chief Executive Officer & Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR