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): November 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)

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

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

☐	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 November 14, 2024, Zoned Properties, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 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 November 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 November 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: November 14, 2024	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

Exhibit 99.1

Zoned Properties Announces Q3 2024 Financial Results with Record Revenue and Strong Cash Flow Generation

● Revenue for the Three Months Ended September 30, 2024 Increased 43%

● Income from Operations for the Nine Months Ended September 30, 2024 Increased 648%

● Operating Cash Flow for the Nine Months Ended September 30, 2024 Increased 1,508%

● Previously Announced Share Repurchase Program for up to $1 Million Has Begun

SCOTTSDALE, Ariz., November 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 third quarter and nine months ended September 30, 2024, as well as recent highlights related to the Company’s ongoing progress.

Recent Highlights:

●

The Company continues to make material progress in expanding its property portfolio, enhancing cash flow, and reducing operating expenses.

	●	The Company previously announced the approval of a stock repurchase program, pursuant to which the Company is authorized to purchase up to $1 million of its common stock over an unlimited period of time. The Company has begun repurchasing shares and expects to continue to do so in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-18 of the Exchange Act.

●

The Company has secured a portfolio of future retail dispensary locations in Ohio, working with tier-one dispensary operators as applicants through the state’s lottery system. Multiple properties are in major metropolitan areas and are expected to be leased to tier-one cannabis operators, further solidifying the Company’s presence in key markets with best-in-class cannabis tenants.

●

The Company previously announced it has listed one of its legacy cultivation property assets in Chino Valley, Arizona for sale. This potential transaction marks a significant development in the Company’s strategic real estate portfolio optimization. The Chino Valley property has become a valuable non-core asset, and its potential sale is part of the Company’s strategic efforts to source non-dilutive investment capital in order to concentrate on a direct-to-consumer real estate strategy.

Selected Financial Highlights for the Three and Nine Months Ended September 30, 2024:

●

Total revenues were $1,029,630 for the quarter ended September 30, 2024, compared to $720,450 for the quarter ended September 30, 2023, an increase of 43%.

●

Property investment portfolio revenues were $750,926 for the quarter ended September 30, 2024, compared to $637,143 for the quarter ended September 30, 2023, an increase of 18%.

●

Operating expenses were $584,442 for the quarter ended September 30, 2024, compared to $671,338 for the quarter ended September 30, 2023, a decrease of 13%.

●

Income from operations was $445,188 for the quarter ended September 30, 2024, compared to $49,112 for the quarter ended September 30, 2023, an increase of 806%.

●

Income from operations was $677,235 for the nine months ended September 30, 2024, compared to $90,531 for the nine months ended September 30, 2023, an increase of 648%.

●

Cash provided by operating activities was $455,363 for the nine months ended September 30, 2024, compared to $28,325 for the nine months ended September 30, 2023, an increase of 1,508%.

●

Net income of $58,872, or ($0.00) per fully diluted share, for the quarter ended September 30, 2024, as compared to net income of $114,523, or $0.01 per fully diluted share, for the quarter ended September 30, 2023.

●

The Company had cash on hand of $1.2 million as of September 30, 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 property investments and acquisitions.

Management Commentary:

“We are incredibly proud of our third quarter results, which resulted in record revenue, robust operating cash flow, and a continued ability to deliver profitability, all of which underscore the credibility of our business model. This forward momentum is a testament to our core team and the operating ecosystem we have created, supporting strong tenant diversification and attractive geographic expansion opportunities. With our focus on value-add direct-to-consumer properties, we are well-positioned to capture above average cap rates in high-growth markets. Our property investment pipeline remains strong as we continue to secure new locations, bolstered by our deep industry relationships and disciplined investment process. In line with our strategic capital allocation priorities, we have been actively executing our share repurchase program, reaffirming our confidence in the intrinsic value of our company and our assets compared to our market cap, reflecting our ongoing commitment to delivering shareholder value. We expect this share repurchase activity will continue as part of our opportunistic approach to managing capital,” 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. 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

November 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 . 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 cannabis real estate company, 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, with over a decade of experience . 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% Leased Property Portfolio Cap Rate** 16.7% Rate Portfolio Value at 8% Cap Rate* Annual Rental Revenue* $3.1 Million YoY Rental Revenue Growth*** 18% Growth $36.3 Million Total Lifetime Remaining Rent* $45.5 Million Investment Portfolio Metrics *Figures calculated using Straight - Line Accounting per GAAP and sourced from the most recently disclosed information on on Form 10 - Q, filed November 14, 2024, including subsequent events. ** Figures calculated using cost basis of the Company’s property portfolio against annual NOI as of the most recently disclos ed information on Form 10 - Q, filed November 14, 2024 , including subsequent events. *** Figures are as of the three months ended September 30, 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 Surprise, Arizona, which is one of the fastest growing localities in the US. The Investment Property was acquired for approximately $1.6 Million , and the Company will provide a Tenant Improvement Allowance for up to $1 million for renovation and construction improvements. Project is Leased to the Pharm’s retail dispensary brand, Sunday Goods under a long - term, absolute - net lease agreement, which will produce an approximate 13.4% 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 $350,000 in annual base rental revenue when straight - lined over the life of the lease term. Sunday Goods has been one of the strongest Arizona cannabis operators over the past decade and is vertically integrated with one of the largest cultivation faculties in the state, directly supplying its retail dispensary chain. 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) 12.1% 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) Grandview (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 or low 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 (Q3 2024) 16 Total Revenue & Cash Flow from Operations 43% Increase in Q3 Total Rental Revenue (YoY) 18% Increase in Q3 Property Investment Portfolio Revenues (YoY) 13% Decrease in Q3 Operating Expenses (YoY) 806% Increase in Q3 Operating Income (YoY) Financial Highlights Recent Highlights Zoned Properties has begun repurchasing shares and expects to continue to do so in accordance with Rule 10b5 - 1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”), and Rule 10b - 18 of the Exchange Act. 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 $387,365 $614,988 $720,450 $1,029,630 $103,591 $127,343 - $115,459 $209,850 ($200,000) $0 $200,000 $400,000 $600,000 $800,000 $1,000,000 $1,200,000 Q3 2021 Q3 2022 Q3 2023 Q3 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 $1.2MM Market Capitalization** $6.5 MM Operating Cash Flow* $455K Total Inside Beneficial Ownership* 23% Capital Markets Profile Features Significant Inside Ownership * Figures are as of the nine months ended September 30, 2024, the most recently completed quarter, as reported in the Company's Qu arterly Report on Form 10 - Q filed with the SEC on November 14, 2024 ** Market Capitalization calculated as of October 31, 2024

Investment Thesis

23 Property Investment Portfolio Generating $3 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, producing 12% - 20% Cap Rate investment 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	Nov. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 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