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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 15, 2026
| 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. Results
of Operations and Financial Condition.
On May 15, 2026, Zoned
Properties, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026.
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.
The information included in this Item 2.02, 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.
Item 9.01 Financial
Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of the registrant dated May 15, 2026. |
| 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 15, 2026 |
/s/ Bryan McLaren |
| |
Bryan McLaren |
| |
Chief Executive Officer & Chief Financial Officer |
Exhibit 99.1
Zoned Properties Announces First Quarter 2026
Financial Results
SCOTTSDALE, Ariz., May 15, 2026 /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 three months ended March 31, 2026.
Selected Financial Highlights for the Three Months Ended March
31, 2026:
| ● | Total revenues were $1,172,436 for
the quarter ended March 31, 2026, compared to total revenues of $974,552 for the quarter
ended March 31, 2025, an increase of 20.3%. |
| | | |
| ● | Operating expenses were $1,045,868
for the quarter ended March 31, 2026, compared to $545,781 for the quarter ended March 31,
2025, an increase of 91.6%. |
| | | |
| ● | Income from operations was $126,568
for the quarter ended March 31, 2026, compared to income from operations of $428,771 for
the quarter ended March 31, 2025, a decrease of 70.5%. |
| | | |
| ● | The Company reported a net loss
of $54,660 or $0.00 per fully diluted share, for the quarter ended March 31, 2026, as compared
to a net income of $145,858, or $0.01 per fully diluted share, for the quarter ended March
31, 2025, a decrease from a net income to a net loss of 137.5%. |
| | | |
| ● | Cash provided by operating activities
was $1,630,287 for the quarter ended March 31, 2026, compared to $330,632 for the quarter
ended March 31, 2025, an increase of 393.1%. |
| | | |
| ● | The Company had cash on hand of
$2,500,758 as of March 31, 2026, compared to cash on hand of $837,767 as of December 31,
2025. |
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.
Headquartered in Scottsdale, Arizona, 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 addresses 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. For more information, call 877-360-8839 or visit
www.ZonedProperties.com.
X:
@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
