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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):
November 10, 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 8.01. Other Events.
On November 10, 2026,
Zoned Properties, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors declared
a special cash dividend on the Company’s common stock of $0.41 per share. The dividend is payable on November 20, 2026 to common
stockholders of record as of November 11, 2026, and the ex-dividend date for this dividend will be November 23, 2026.
Because the payment
of the dividend represents more than 25% of the price of the Company’s shares of common stock, its shares of common stock will
trade with “due bills” representing an assignment of the right to receive the dividend from the record date of November
11, 2026, through the closing of trading on OTCQB on November 20, 2026 (this period of time representing the “Dividend Right Period”), which is the payment date and the last day of trading
before the November 23, 2026 ex-dividend date.
Stockholders who sell
their shares of common stock during the Dividend Right Period will be selling their right to the dividend, and such stockholders will
not be entitled to receive the dividend. Accordingly, if an investor wishes to receive the dividend, the investor will need to hold its
shares of common stock through and including the payment date of November 20, 2026. Due bills obligate a seller of shares of common stock
to deliver the dividend payable on such shares of common stock to the buyer (the “Dividend Right”). The record date of November
11, 2026, will be used as the date for establishing the due bill tracking of the Dividend Right to the holder of shares of common stock.
Due bill obligations
are customarily settled between the brokers representing the buyers and the sellers of shares of common stock. The Company has no obligation
for either the amount of the due bill or the processing of the due bill. Buyers and sellers of the Company’s shares of common stock
should consult their brokers before trading to be sure they understand the effect of due bill procedures.
A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release of the registrant issued on November 10, 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: November 10, 2026 |
/s/ Bryan McLaren |
| |
Bryan McLaren |
| |
Chief Executive Officer & Chief Financial Officer |
Exhibit 99.1
Zoned Properties Declares Common Stock Dividend
of $0.41 Per Share
SCOTTSDALE, Ariz., November 10, 2026 /AccessWire/
-- Zoned Properties®, Inc. (the “Company”) (OTCQB: ZDPY) today announced that its Board of Directors has declared a special
cash dividend on the Company’s common stock of $0.41 per share. The dividend is payable on November 20, 2026 to common stockholders
of record as of November 11, 2026, and the ex-dividend date for this dividend will be November 23, 2026.
Because the payment of the dividend
represents more than 25% of the price of the Company’s shares of common stock, its shares of common stock will trade with
“due bills” representing an assignment of the right to receive the dividend from the record date of November 11, 2026,
through the closing of trading on OTCQB on November 20, 2026 (this period of time representing the “Dividend Right Period”), which is the payment date and the last day of trading before the
November 23, 2026 ex-dividend date.
Stockholders who sell their shares of common stock
during the Dividend Right Period will be selling their right to the dividend, and such stockholders will not be entitled to receive the
dividend. Accordingly, if an investor wishes to receive the dividend, the investor will need to hold its shares of common stock through
and including the payment date of November 20, 2026. Due bills obligate a seller of shares of common stock to deliver the dividend payable
on such shares of common stock to the buyer (the “Dividend Right”). The record date of November 11, 2026, will be used as
the date for establishing the due bill tracking of the Dividend Right to the holder of shares of common stock.
Due bill obligations are customarily settled between
the brokers representing the buyers and the sellers of shares of common stock. The Company has no obligation for either the amount of
the due bill or the processing of the due bill. Buyers and sellers of the Company’s shares of common stock should consult their
brokers before trading to be sure they understand the effect of due bill procedures.
About Zoned Properties, Inc. (OTCQB: ZDPY):
The Company has divested 100% of its cannabis-related operations and assets. The Company expects to pay any remaining indebtedness and
settle its remaining accounts and agreements and subsequently complete a reverse merger or other transaction involving the public company.
The Company cannot assure that it will complete a reverse merger or any other transaction.
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
