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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):
June 30, 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 Information.
As previously reported in a Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2026 by Zoned Properties, Inc. (the “Company”)
on April 20, 2026, the Company through its wholly owned subsidiaries, Green Valley Group, LLC, an Arizona limited liability company, Kingman
Property Group, LLC, an Arizona limited liability company, and Chino Valley Properties, LLC, an Arizona limited liability company (collectively,
the “Seller”), entered into a Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) with Broken Arrow
Herbal Center, Inc., an Arizona corporation (the “Purchaser”), pursuant to which the Seller agreed to sell to the Purchaser
three properties consisting of (i) property commonly known as 1732 W. Commerce Point Place, Green Valley, Arizona 85614 (the “Green
Valley Property”), (ii) property commonly known as 2095 E. Northern Avenue, Kingman, Arizona 86409 (the “Kingman Property”),
and (iii) property commonly known as 2144-2148 N. Road 1 East, Chino Valley, Arizona 86323 (the “Chino Property” and collectively
with the Green Valley Property and Kingman Property, the “Properties”).
On June 30, 2026, the closing with respect to
the Green Valley Property and the Kingman Property was effectuated, and the Purchaser timely exercised its right under the Purchase Agreement
to extend the closing date with respect to the Chino Property to August 31, 2026, subject to the Purchaser’s right to extend such
closing date to September 30, 2026, on the terms and conditions set forth in the Purchase Agreement. Accordingly, on June 30, 2026, the
Purchaser delivered a cash payment of $1.0 million, representing the portion of the aggregate purchase price for the Properties allocated
to these two properties under the Purchase Agreement ($0.5 million for the Green Valley Property and $0.5 million for the Kingman Property).
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which
was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 22, 2026, and is incorporated herein by reference.
Item 9.01 Financial
Statement and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Real Estate Purchase and Sale Agreement, dated April 20, 2026 by and between Green Valley Group, LLC, Kingman Property Group, LLC, Chino Valley Properties, LLC, and Broken Arrow Herbal Center, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on April 22, 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: July 6, 2026 |
/s/ Bryan McLaren |
| |
Bryan McLaren |
| |
Chief Executive Officer & Chief Financial Officer |
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