Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2024

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Regulation FD Disclosure.

On May 14, 2024, Zoned Properties, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2024. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the website is not a part of this current report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

Beginning May 14, 2024, the Company’s management will deliver the investor presentation attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information included in this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, 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.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release of the registrant dated May 14, 2024.
99.2		Investor presentation to be delivered by management of the registrant.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 14, 2024	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

Exhibit 99.1

Zoned Properties Reports Strong Q1 2024 Financial Results Amidst Strategic Growth Initiatives; Posts Revenue Growth of 22% and Positive Net Income

Significant Momentum in Shift to Direct-to-Consumer Real Estate Focus;

Announced Share Repurchase Program Subsequent to Quarter End for up to $1 Million;

Announced Listing of Non-Core Asset in Chino Valley for $16 Million Subsequent to Year End

SCOTTSDALE, Ariz., May 14, 2024 /AccessWire/ -- Zoned Properties®, Inc. (“Zoned Properties” or the “Company”) (OTCQB: ZDPY), a technology-driven property investment company for emerging and highly regulated industries, including legalized cannabis, today announced its financial results for the first quarter ended March 31, 2024, as well as recent highlights as it relates to the Company’s ongoing progress.

Recent Highlights:

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Subsequent to quarter end, the Company announced the Board of Directors approved a stock repurchase program, pursuant to which the Company is authorized to purchase up to $1 million of its common stock over an unlimited time period.

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Subsequent to year end, announced strategic geographic expansion with acquisition of prime dispensary location in Chicago leased to Justice Cannabis Co.’s BLOC, marking an entry into one of the largest urban markets for legalized cannabis at a 16.5% cap rate.

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Subsequent to year end, announced agreement to acquire property for $2.75 million leased to Sunday Goods after receiving cannabis approvals for new retail dispensary in Arizona at a 12.7% cap rate.

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Subsequent to year end, listed cultivation property in Chino Valley, Arizona for sale at a purchase price of $16 million. This potential transaction marks a significant development in the Company’s strategic real estate portfolio optimization. The Chino Valley Property has been a valuable non-core asset within the Company’s portfolio and this potential sale is part of a strategic shift to streamline the Company’s portfolio and concentrate efforts on a direct-to-consumer real estate strategy.

Financial Highlights for the Quarter Ended March 31, 2024:

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Revenues were $837,052 for the quarter ended March 31, 2024, compared to revenues of $688,024 million for the quarter ended March 31, 2023, representing an increase of 22%.

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The Company reported net income of $96,473, or $0.01 per fully diluted share, for the quarter ended March 31, 2024, as compared to a net loss of $309,648, or ($0.03) per fully diluted share, for the quarter ended March 31, 2023, representing a 131% increase.

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Income from operations was $128,909 for the quarter ended March 31, 2024, compared to a loss from operations of $23,386 for the quarter ended March 31, 2023, representing a 651% increase.

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Cash provided by operating activities was $207,218 for the quarter ended March 31, 2024, compared to $3,589 for the quarter ended March 31, 2023.

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Operating expenses were $708,143 for the quarter ended March 31, 2024, compared to $711,410 for the quarter ended March 31, 2023, representing a slight decrease.

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The Company had cash on hand of $1.52 million as of March 31, 2024, compared to cash on hand of $3.1 million as of December 31, 2023. The decrease in cash position primarily reflects the Company’s acquisition of the Chicago, Illinois dispensary property.

Management Commentary:

“Our team continues to execute despite a difficult operating climate in the cannabis industry, achieving very impressive financial and operational results. The transition to a direct-to-consumer property investment model was demonstrated by our first quarter results, which saw a revenue increase of 22%, positive net income, and significant operating cash flow growth, evidencing what we believe is Zoned Properties’ firm trajectory of value generation and sustainable growth. In light of the discrepancy between our tangible book value and market capitalization, and our confidence in future growth, we are pleased to have initiated a share repurchase program to enhance shareholder value. Our capital allocation strategy will always be methodical and adaptable, and we think this is a great way to return capital to shareholders while progressing through our acquisition pipeline. A crucial element of our focused attention on direct-to-consumer real estate is the announcements related to our recent and upcoming acquisitions of significant dispensary assets with top-tier cannabis operators and the strategic listing of our non-core Chino Valley cultivation property for $16 million. This opens up the possibility of raising a sizable amount of non-dilutive capital, which would accelerate our growth initiatives significantly. Looking at the remainder of 2024, we are committed to our strategic growth path, with the expectation of continuing to post strong financial and operating results,” said Bryan McLaren, Chief Executive Officer of Zoned Properties.

About Zoned Properties, Inc. (OTCQB: ZDPY):

Zoned Properties Inc. (“Zoned Properties” or the “Company”) (OTCQB: ZDPY) is a technology-driven property investment company focused on acquiring value-add real estate within the regulated cannabis industry in the United States. The Company aspires to innovate within the real estate development sector, focusing on direct-to-consumer real estate that is leased to the best-in-class cannabis retailers.

Headquartered in Scottsdale, Arizona, Zoned Properties is redefining the approach to commercial real estate investment through its standardized investment process backed by its proprietary property technology. Zoned Properties has developed a national ecosystem of real estate services to support its real estate development model, including a commercial real estate brokerage and a real estate advisory practice. With a decade of national experience and a team of experts devoted to the emerging cannabis industry, Zoned Properties is addressing the specific needs of a modern market in highly regulated industries. The Company targets commercial properties that face unique zoning or development challenges, identifies solutions that can potentially have a major impact on their commercial value, and then works to acquire the properties while securing long-term, absolute-net leases.

Zoned Properties targets commercial properties that can be acquired and rezoned for specific purposes, including the regulated and legalized cannabis industry. It does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substance Act of 1970, as amended (the “CSA”). Zoned Properties corporate headquarters are located at 8360 E. Raintree Dr., Suite 230, Scottsdale, Arizona. For more information, call 877-360-8839 or visit www.ZonedProperties.com.

Twitter: @ZonedProperties

LinkedIn: @ZonedProperties

Safe Harbor Statement

This press release contains forward-looking statements. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in the Company’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Relations

Zoned Properties, Inc.

Bryan McLaren

Tel (877) 360-8839

Investors@zonedproperties.com

www.zonedproperties.com

Exhibit 99.2

May 2024 Corporate Presentation OTCQB: ZDPY www. ZonedProperties .com The Cannabis Friendly Landlord

2 Safe Harbor Statement This presentation contains forward - looking statements . All statements other than statements of historical facts included in this press release are forward - looking statements . In some cases, forward - looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions . Such forward - looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward - looking statements . These factors, risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission . Investors should not place any undue reliance on forward - looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements . Any forward - looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity . The Company assumes no obligation to publicly update or revise these forward - looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward - looking statements, even if new information becomes available in the future . COVID - 19 Statement In March 2020 , the World Health Organization declared COVID - 19 a global pandemic and recommended containment and mitigation measures worldwide . The Company is monitoring this closely, and although operations have not been materially affected by the COVID - 19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain . Currently, all of the properties in the Company’s portfolio are open to its Significant Tenants and will remain open pursuant to state and local government requirements . The Company did not experience any material changes to its operations from COVID - 19 . The Company’s tenants are continuing to generate revenue at these properties, and they have continued to make rental payments in full and on time and we believe the tenants’ liquidity position is sufficient to cover its expected rental obligations . Accordingly, while the Company does not anticipate an impact on its operations, it cannot estimate the duration of the pandemic and potential impact on its business if the properties must close or if the tenants are otherwise unable or unwilling to make rental payments . In addition, a severe or prolonged economic downturn could result in a variety of risks to the Company’s business, including weakened demand for its properties and a decreased ability to raise additional capital when needed on acceptable terms, if at all . Forward - Looking Statements

Table of Contents I. Company Overview II. Market Landscape III. Financial Performance IV. Executive Management V. Capital Structure VI. Investment Thesis 3

Company Overview

Our MISSION To acquire value - add Retail Dispensary Properties leased to best - in - class Cannabis Operators . Our VISION Our VALUES To Own a Portfolio of Premier Dispensary Properties approved and operating in every Local Community. Sophistication , Safety , Sustainability , Stewardship Our Motto The Cannabis Friendly Landlord Company Philosophy 5

6 A legacy company focused on regulated cannabis real estate, Zoned Properties, Inc . ( OTCQB : ZDPY ) is a technology - driven Property Investment company focused on acquiring value - add real estate for the regulated cannabis industry in the US . Founded in 2014 , Zoned Properties has spent the last decade developing an intricate knowledge of the local, state, and regional zoning and permitting requirements that impact localities across the country, making Zoned Properties a hub for members of the cannabis and/or commercial real estate industries looking to buy, sell, or invest in the commercial cannabis real estate market . Company Overview Lease Occupancy Rate* 100% Lease d Property Portfolio Cap Rate** 17.7% Rate Portfolio Value at 8% Cap Rate* Annual Rental Revenue* $2.6 Million YoY Rental Revenue Growth* 38% Growth $32.5 Million Total Lifetime Remaining Rent* $40.2 Million Investment Portfolio Metrics *Figures are calculated using Straight - Line Accounting per GAAP and sourced from the most recently disclosed information & on Form 10 - K, filed March 26, 2024, including subsequent events. ** Figures are calculated using the cost basis of the properties held in the Company’s portfolio against annual net operating in come as of the most recently disclosed information on Form 10 - Q, filed May 14, 2024

7 Direct to Consumer (DTC) Cannabis Real Estate Strategy Warehouse / Logistics Delivery Hubs Retail Dispensaries Portfolio Strategy Z O N E D Market Selection Deal Generation REZONE Tech Deal Negotiation Property Acquisition Our deal generation team identifies the best acquisition candidates, which allow the Company to maintain deal contingencies to mitigate deal risk Researching and mapping strategies identify target markets and localities to produce attractive deals that meet our desired criteria We secure properties for purchase & select best - in - class operators for tenancy, presenting all deal opportunities to our Zoned Investment Committee for approval We utilize our proprietary property technology (PropTech) platform and research process to identify highest and best use direct to consumer properties Standardized processes within the Company’s investment model results in property acquisitions with attractive investment profiles and cap rates Innovative Technology Driven Model Catalyzes Robust Cap Rates

(1) Statista Robust Consumer Demand 0 20 40 60 80 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 In Billions (US$) Projected US Cannabis Industry (1) Therapeutic Recreational Medical 7.7 9.6 11.9 14.8 18.2 22.9 28.2 33.8 39.8 46.2 53.1 60.1 67.1 2024 Est. Economic Impact of Cannabis (3) $115 Billion Estimated Cannabis Industry size by 2024 (1) $40 Billion Projected Industry Growth to 2028 (1) 14.6% CAGR 79% of Americans (2) Gallup Live in a county with at least one dispensary (2) (3) MJBizFactbook

Marketplace Relationships

10 Property Technology • Zoned Properties has invested in an innovative, home - grown tool, REZONE , which visualizes decades of zoning and permit conditions in localities, cities and townships across the country . • The volume, quality, and breadth of the cannabis real estate data included in REZONE is unparalleled, providing the Zoned Properties team with unique competitive position within the cannabis industry . • Zoned Properties has invested in AnamiTech, alongside the launch of their flagship PropTech platform, GreenSpace Pro , that has focused its property technology platform on project management tools and solutions for the cannabis operators, regulators, and project teams . • GreenSpace Pro platform utilized in over 100 locations across various state markets by major cannabis brands including Cookies, Embarc, and Stiiizy . Real estate industry experts believe that Property Technology (PropTech) provides a material competitive advantage and acts as a significant driver of growth and scale in highly regulated real estate industries, especially legalized cannabis .

11 Development Project for future dispensary property located in Chicago, Illinois. The Investment Property was acquired for approximately $1.6 Million , including a commitment from the tenant's operating partner of up to $1 million for renovation and construction improvements. Justice Cannabis Co.'s BLOC Dispensaries under a long - term, absolute - net lease agreement, which will produce an approximate 16.5% Cap Rate when straight - lined over the 15 - year term of the lease agreement. The lease includes 3% annual increases in base rent over the life of the lease term, yielding approximately $265,000 in annual base rental revenue when straight - lined over the life of the lease term. Justice Cannabis Co. (formerly known as Justice Grown), has been a steady force in the U.S. cannabis industry for over 7 years. Project Highlights Recent Transaction Spotlight

Market Landscape

13 $ 38.8 B Current Industry Size (1) 35 % Industry Growth (2020 - 2021) (1) 91% of Adults Support Legalization (2) 38 States with Cannabis Legalization 11,022 Dispensary Licenses as of January 2023 (3) 16% of All US Adults Smoke Marijuana (4) 11.8% Projected Industry CAGR (5) 19,500+ US Localities that will Govern Cannabis Regulations (6) Bullish Industry Environment (1) MJBizDaily (2) Pew Research Center (3) Cannabiz Media (4) Gallup (5) IBIS (6) Statists

14 The Cannabis industry has seen unprecedented geographic growth within the last 15 years. As of March 2024, 38 states and the District of Columbia have approved the legalization and regulation of cannabis programs at the state level; either medicinally, recreationally, or in a limited capacity (i.e., CBD with THC). Geographic Industry Expansion State Adoption (1) Dispensaries Annual Industry Sales Public Approval (2) 11 <500 n/a 32% 23 954 (4) $3.1 Billion (3) 53% 38 11,022 (5) $38.8 Billion (3) 91% 47 >15,000 $57.0 Billion (6) 93% 2010 2015 2024 Proj. 2030 (1) DISA (2) Pew Research Center (3) MJ Biz Daily (4) CNBC (5) Cannabis Media (6) Forbes

Financial Performance

Quarterly Performance (Q1 2024) 16 Total Revenue & Cash Flow from Operations 22% increase in Total Revenue (YoY) 131% Increase in Net Income (YoY) 651% Increase in Income from Operations (YoY) Cash Flow from Operations of $207,218 in Q1 2024, compared to $3,589 in Q1 2023 Financial Highlights Recent Highlights Zoned Properties has announced a stock repurchase program, up to $1 Million of its common stock over an unlimited time period. Zoned Properties has listed its cultivation property in Chino Valley, Arizona for sale at a purchase price of $16 million. This potential transaction marks a significant development in the Company's strategic real estate portfolio optimization $345,845 $938,701 $688,024 $837,052 $165,035 $119,742 $3,589 $207,218 $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 Q1 2021 Q1 2022 Q1 2023 Q1 2024 Total Revenue Cash Flow from Operations

$1,215,262 $1,820,485 $2,660,090 $2,886,991 $170,040 $489,257 $871,901 $82,547 $0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000 $3,000,000 $3,500,000 2020 2021 2022 2023* Total Revenue Cash Flow from Operations* 17 Annual Performance (FY2023) Total Revenue & Cash Flow from Operations 38% increase in Property Investment Portfolio revenue segment (YoY) 9% increase in Total Revenue (YoY) 255% increase in Income from Operations (YoY) Financial Highlights Opened access to Capital Sources for prospective Property Acquisitions & Revenue Growth Expanded Property Investment Portfolio, increasing Total Annual Revenue to >$2.8 Million Subsequent to year - end, completed geographic expansion with acquisition of prime dispensary location in Chicago, marking an entry into one of the largest urban markets for legalized cannabis Operational Highlights *Cash Flow from Operations impacted by organizational shift towards direct - to - consumer real estate acquisition model

Executive Management

Executive Management 19 Mr . McLaren has a strong professional background in the social, economic, and environmental development of complex business organizations . Over his professional career, he has successfully implemented large - scale projects for corporate and community organizations . Mr . McLaren has been certified as a Licensed REALTOR, Green Roof Professional, LEED Green Associate, and has been an active Forbes Contributor as part of the Forbes Real Estate Council . Prior to his role at Zoned Properties, McLaren worked as a Sustainability Consultant for Waste Management where he led the strategic development and operational implementation of zero - waste programs for Higher Education clients . Sustainable development has been a life - long passion for McLaren, who strives to create a global impact by forging a strong foundation for principles of sustainability in emerging industries . Mr . Blackwell has served as our Chief Operating Officer since July 1 , 2021 , and as our President since July 1 , 2022 . Prior to his appointment to these positions and since September 2020 , Mr . Blackwell served as our Director of Business Development . From December 2018 until June 2021 , Mr . Blackwell also served as President of Daily Jam Holdings LLC . From January 2016 to December 2018 , he served as Vice President of Due North Holdings LLC . Prior to joining the Company, Mr . Blackwell developed domestic and international markets for Kahala Brands, a global franchise organization with more than 3 , 000 retail locations in over a dozen countries . He also led emerging brand and portfolio operations for several private equity groups investing in the restaurant franchise space . Mr . Blackwell earned his B . A . in Finance from Fort Lewis College . Berekk Blackwell | President & Chief Operating Officer Bryan McLaren, MBA | Chairman of the Board, Chief Executive Officer, & Chief Financial Officer

Capital Structure

21 Capital Structure Common Shares Outstanding* Cash on Hand* 12.1MM $1.5MM Market Capitalization** $6.6 MM Operating Cash Flow* $207K Total Inside Beneficial Ownership* 23% Capital Markets Profile Features Significant Inside Ownership * Figures are as of March 31, 2024, the most recently completed quarter, as reported in the Company's Quarterly Report on Form 10 - Q filed with the SEC on May 14, 2024 ** Market Capitalization calculated as of May 07, 2024

Investment Thesis

23 Property Investment Portfolio Generating >$2.5 Million Passive Rental Revenue (Annually) Focused on Direct - to - Consumer commercial real estate investments within the regulated cannabis industry Competitive Positioning with Access to Unique Pipeline of New Property Acquisitions Technology - driven business model that fuels its property investments, which can produce 12% - 20% Cap Rate properties. Non - Plant Touching Company in the High Growth Emerging Cannabis Industry The commercial cannabis industry topped $38 billion in 2022, with analysts expecting the industry to reach $57 billion by 203 0 Innovative Technology Driven Property Acquisition Model Catalyzes Robust Cap Rates Standardized process in conjunction with REZONE platform results in property acquisition closings with attractive cap rates Initiated Share Repurchase Program for up to $1 Million Over Unlimited Time Period Enhancing shareholder value through a flexible capital allocation Investment Thesis

Company Contact Information 24 Bryan McLaren Chairman, CEO, & CFO Zoned Properties, Inc. | Scottsdale, AZ www.ZonedProperties.com Tel 480.351.8193 | Investors@ZonedProperties.com

Cover	May 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	000-51640
Entity Registrant Name	Zoned Properties, Inc.
Entity Central Index Key	0001279620
Entity Tax Identification Number	46-5198242
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8360 E. Raintree Drive
Entity Address, Address Line Two	#230
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85260
City Area Code	877
Local Phone Number	360-8839
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false