8-K

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, 2022 

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 November 10, 2022, Zoned Properties, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2022. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Beginning November 10, 2022, the Company’s management will deliver the investor presentation attached hereto as Exhibit 99.2 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.

As disclosed in Item 2.02 above, beginning November 10, 2022, 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 Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release issued by the registrant on November 10, 2022.
99.2	Investor presentation to be delivered by management of the registrant.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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, 2022	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

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EX-99.1

Exhibit 99.1

Zoned Properties Reports Third Quarter 2022 Financial Results

100% Revenue Growth in Real Estate Services Year-over-Year for Nine-Months Ended September 30, 2022

60% Total Revenue Growth Year-over-Year for Nine-Months Ended September 30, 2022

Secured $4.5 Million Debt Facility Provides Initial Buying Power for New Property Acquisitions

SCOTTSDALE, Ariz., November 10, 2022 /AccessWire/ -- Zoned Properties®, Inc. (“Zoned Properties” or the “Company”) (OTCQB: ZDPY), a leading real estate development firm for emerging and highly regulated industries, including legalized cannabis, today announced the Company’s financial results for the third quarter and nine months ended September 30, 2022.

“The Zoned Properties pipeline and capital engine has been turned on. As our team executes on expanding the Company’s national services and securing new property investments and acquisitions, we believe Zoned Properties will see a material increase in shareholder value as a result of the continued fueling of our pipeline and capital engine,” commented Bryan McLaren, Chief Executive Officer of Zoned Properties.

“Over the past few years we have focused heavily on building a strong foundation of real estate services. This is absolutely essential to fuel a strong pipeline of property investment and acquisition targets. In a heavily regulated space with extreme complexity, it is vital that any property investment team maintains a direct connection to marketplace activity. We believe Zoned Properties is extremely well positioned to begin aggressively pursuing market share and to deploy capital into attractive real estate investment and acquisition targets.”

Nine Months Ended September 30, 2022 Financial Results

● Revenues were $2,052,341 for the nine months ended September 30, 2022, compared to $1,283,274 for the nine months ended September 30, 2021, an increase of 59.9%.

● Operating expenses were $2,097,290 for the nine months ended September 30, 2022, compared to $1,240,440 for the nine months ended September 30, 2021, an increase of 69.1%.

● The Company reported a net loss of $142,087 for the nine months ended September 30, 2022, as compared to a net loss of $54,236 for the nine months ended September 30, 2021.

● The Company had cash of $842,115 as of September 30, 2022, compared to $1,191,940 as of December 31, 2021, a decrease of $349,825 primarily reflecting a $50,000 investment in equity securities, the payment of deferred offering costs associated with our debt facility of $176,472, the repayment of notes payable of $20,000, and a lease incentive payment to our tenant of $500,000, offset by cash provided by operations of $398,311.

● The Company reported net cash provided by operating activities of $398,311 for the nine months ended September 30, 2022.

Third Quarter Ended September 30, 2022 Financial Results

● Revenues were $614,988 for the third quarter ended September 30, 2022, compared to $387,365 for the third quarter ended September 30, 2021, an increase of 58.8%.

● Operating expenses were $660,251 for the third quarter ended September 30, 2022, compared to $440,816 for the third quarter ended September 30, 2021, an increase of 49.8%.

● The Company reported a net loss of $77,328 for the third quarter ended September 30, 2022, as compared to a net loss of $95,495 for the third quarter ended September 30, 2021.

Management Discussion and Company Highlights

Zoned Properties has developed a full spectrum of integrated growth services to support its commercial real estate development model; the Company’s Property Technology (“PropTech”), Advisory Services, Commercial Brokerage, and Investment Portfolio collectively cross-pollinate within the model to drive value associated with complex real estate projects. The Company has differentiated its services into two categories: Real Estate Services (PropTech, Advisory, and Brokerage) and Property Investment Portfolio.

● Zoned Properties Real Estate Services

o Zoned Properties Property Technology: We believe PropTech will become a significant driver of growth in regulated real estate marketplaces, especially the regulated cannabis industry. We have recently invested, partnered with, and identified a range of PropTech platforms to establish a robust tech-stack for real estate services, including investments into Rezone (Zoneomics) and Greenspace Pro (AnamiTech). We expect our Property Technology division to create efficient and effective pathways for the national scale of our real estate services and investment opportunities.

o Zoned Properties Advisory Services: The Company continues to expand its advisory services team and client-base in new state markets across the nation, strengthening the Zoned Properties network that specializes in commercial real estate solutions for the regulated cannabis industry. The Advisory Services division has been engaged in a dozen state markets, having worked on hundreds of cannabis site projects. We expect our Advisory Services division to continue to engage with a wide range of Multi-State Operators (MSOs), Single-State Operators (SSOs), Social Equity Operators (SEOs), and real estate owners and investors; strengthening our client roster as we scale nationally into existing and new state markets.

o Zoned Properties Commercial Brokerage: The Company launched its in-house commercial brokerage in June 2021. Since inception, the brokerage team has created brokerage partnerships and engaged with clients across the nation, having closed over $50 million worth of real estate transactions for our clients and earning over $1 million in commission revenue. Our brokerage team has been engaged on listing projects representing more than 1.5 million square feet of commercial real estate for cannabis dispensaries, cultivation, processing, and warehouse facilities across the nation. The Commercial Brokerage division now has active Brokerage teams in Arizona, Mississippi, and Alabama, and anticipates activating Florida by the end of the year. We expect our Commercial Brokerage division to execute on its nation growth strategy to establish Zoned Properties brokerage partnerships or brokerage offices in new state markets creating service access to the national cannabis marketplace.

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● Zoned Properties Property Investment Portfolio

o Zoned Properties owns properties within its Property Investment Portfolio that are leased to regulated cannabis operators. As of September 2022, the Company’s Property Investment Portfolio produces $1.83 million annually in triple-net, passive rental revenue, and is expected to yield over $30 million in cash flow over the life of its contracted lease agreements. In July 2022, the Company secured an initial debt facility of $4.5 million, creating buying power for new property acquisitions to expand our Property Investment Portfolio. The $4.5 million debt facility was secured against the Company’s Tempe Property at a 50% Loan-to-Value. The Company’s Tempe Property represents approximately 33% of annual rental revenue. We expect our Property Investment Portfolio to grow commensurate with our buying power over the next few quarters as our team pursues prospective investments and acquisitions for both stabilized properties with operating tenants and pre-operating development projects. The Company believes a balance of both debt and equity in buying power, and also stabilized properties and development projects in acquisition targeting, will create the most opportune risk-reward profile for Zoned Properties and its shareholders.

Recent & Upcoming Company Event Participation

● October 27, 2022: OTC Markets KCSA Virtual Cannabis Conference

● November 17, 2022: MJBiz Conference; Las Vegas

● November 30, 2022: BisNOW National Cannabis CRE Virtual Event

● December 07, 2022: Planet MicroCap Showcase Virtual Event

● December 08, 2022: Globe St. Industrial Conference; Scottsdale, AZ

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

Zoned Properties is a leading real estate development firm for emerging and highly regulated industries, including legalized cannabis. The Company is redefining the approach to commercial real estate investment through its integrated growth services.

Headquartered in Scottsdale, Arizona, Zoned Properties has developed a full spectrum of integrated growth services to support its real estate development model; the Company’s Property Technology, Advisory Services, Commercial Brokerage, and Investment Portfolio collectively cross-pollinate within the model to drive project value associated with complex real estate projects. With 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.

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Zoned Properties is an accredited member of the Better Business Bureau, the U.S. Green Building Council, and the Forbes Business Council. Zoned Properties 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.

Media Relations

Proven Media

Neko Catanzaro

Tel (401) 484-4980

neko@provenmediaservices.com

Investor Relations

Zoned Properties, Inc.

Bryan McLaren

Tel (877) 360-8839

Investors@zonedproperties.com

www.zonedproperties.com

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EX-99.2

Exhibit 99.2

877 - 360 - 8839 | @ZonedProperties Investor Presentation November 2022 | OTCQB: ZDPY OTCQB: ZDPY I November 2022 877 - 360 - 8839 | @ZonedProperties Site Identification Advisory Commercial Brokerage Investment Portfolio Property Technology ® 1 Commercial Real Estate Services for the Regulated Cannabis Industry

877 - 360 - 8839 | @ZonedProperties FORWARD - LOOKING STATEMENTS 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 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 in 2020 or 2021 and does not foresee in 2022 , 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 . 2

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES, INC. (OTCQB: ZDPY) Our MISSION To provide a full - spectrum of Real Estate Services for the Regulated Cannabis Industry , positioning the Company for Real Estate Investments & Revenue Growth . Our VISION Our VALUES Creating more Prosperous Communities by i ntegrating Legacy Cannabis into our Modern Marketplaces through Real Estate Development Projects. Sophistication , Safety , Sustainability , Stewardship 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 3

877 - 360 - 8839 | @ZonedProperties ZDPY Property Investment Portfolio generating $ 1.83 Million Revenue Annually. Over $30 Million in Lease Revenue remaining through Contracted Lease Term (2040). Triple - Net (NNN) Investment - Grade Leases. Zoned Properties ® (OTCQB: ZDPY) is positioned to deploy Real Estate Capital focused on Highly Regulated Industries that have Premium Return Profiles , but also have Major Barriers to Entry . We have the team & model to unlock this Value . Scalable growth opportunity with Public Company Up - side. 12.2 Million Shares Outstanding | 6+ Years as Public Company: Audited & SEC Reporting. Only $2 Million in Debt (Non - Toxic; Maturity in 2030). Newly Secured $4.5 Million Debt Facility with Banking Relationship. 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 ZONED PROPERTIES, INC. (OTCQB: ZDPY) 4

877 - 360 - 8839 | @ZonedProperties THE MARKET LANDSCAPE 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 There are over 40,000 Localities in the USA (Counties, Cities, Townships)* With over $ 15 Trillion worth of Commercial Real Estate ** Sources: * Gov Census 2012, ** NaREIT 2018, *** MJBiz Factbook 2021, **** NCSL 2022 And an emerging Cannabis Industry worth $100 Billion+ dollars of economic impact*** Across 37+ States that have legalized and regulated medical or adult - use cannabis**** 5

877 - 360 - 8839 | @ZonedProperties THE MARKET CHALLENGE 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 How to Fund & Service $BILLIONS in Commercial Real Estate for the Cannabis Industry? Real Estate Investment Trusts (REITs) Real Estate Development Firms (Real Estate Services) Zoned Properties is not currently a REIT , but we play in the same Sandbox and are positioned to explore becoming a REIT. CAPITAL SERVICES 6 ®

877 - 360 - 8839 | @ZonedProperties THE ZONED PROPERTIES MARKET THESIS We estimate there may be as many as 15,000+ Retail Dispensaries in the U.S. by 2025. We believe Direct - to - Consumer Real Estate is the best Value Capture. With an average of $2 Million in Real Estate Capital needed per Retail Project. ~60% of these projects will need 3 rd Party Real Estate Capital. ~95% of these projects will need 3 rd Party Real Estate Services & Expertise. There were approximately 9,500+ Retail Dispensaries in the U.S. as of 2022* We believe Zoned Properties is positioned to capture Market Share by leveraging our full - spectrum of integrated commercial Real Estate Services to fuel a Robust Pipeline of Property Investments & Acquisitions. 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 7 Sources: *Cannabiz Media Database 2022

877 - 360 - 8839 | @ZonedProperties THE ZONED PROPERTIES SOLUTION The best - in - class team at Zoned Properties are experts in cannabis Real Estate Services . We have been sharpening our National Network and Investment Underwriting to best capture our Pipeline of Property Investments & Acquisition opportunities. Zoned Properties can go where others won’t or can’t, leveraging our full - spectrum of Real Estate Services to build a strong Property Investment Portfolio. 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 Property Technology powering Real Estate Services fueling our Investment Portfolio Site Identification Advisory Commercial Brokerage Investment Portfolio Property Technology 8

877 - 360 - 8839 | @ZonedProperties 9 OTCQB: ZDPY I November 2022 ~10YEARS OF NATIONAL EXPERIENCE 877-360-8839 | @ZonedPropertiesOTCQB: ZDPY ZONED PROPERTIES CANNABIS EXPERIENCE Site Identification Advisory Commercial Brokerage Investment Portfolio Property Technology

877 - 360 - 8839 | @ZonedProperties THE ZONED PROPERTIES VALUE MODEL 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 Site Identification Advisory Commercial Brokerage Investment Portfolio Property Technology 10 REAL ESTATE SERVICES ACTIVE REVENUE PROPERTY INVESTMENT PORTFOLIO PASSIVE REVENUE We are targeting Service Revenues to FUND THE BUSINESS OPERATIONS & GROWTH We are targeting Portfolio Revenue to FUND FREE CASH FLOW

877 - 360 - 8839 | @ZonedProperties 11 OTCQB: ZDPY I November 2022 PROPERTY TECHNOLOGY (“PROPTECH”) We believe PropTech will become a significant driver of growth in regulated real estate marketplaces, especially the regulated cannabis industry. W e have recently invested, partnered with, and identified a range of PropTech platforms to establish a robust tech - stack for real estate services, including recent investments into Rezone (Zoneomics) and Greenspace Pro (AnamiTech). ADVISORY SERVICES * $ 5 0 0 ,000+ Advisory Services Active Revenue 125+ Cannabis Zoned Properties I dentified Nationally 50+ Advisory Client Project Engagements National Experience. Directly Engaged in 1 2 + State Cannabis Market s COMMERCIAL BROKERAGE * $50 Million + in Deals Closed for Clients and Investors $ 1,00 0,000+ Commercial Brokerage Active Revenue (Arizona Only) 1.5 Million + Square Feet of Active Listing s National Cannabis Brokerage Network Zoned Properties Brokerages open / planned to open in AZ, MS, AL, & FL. *Cumulative Facts/Figures/Data as of September 2022 ZONED PROPERTIES REAL ESTATE SERVICES Property Technology Site Identification Advisory Commercial Brokerage

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES INVESTMENT PORTFOLIO 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 * Investment Portfolio Metrics as of September, 2022 ** $1,751,023 (Annual Investment Portfolio NOI) @ 7.0% Cap Rate = $25,014,614 *** $1,751,023 (Annual Investment Portfolio NOI) / $6,183,371 (Rental Properties Net on Balance Sheet) = 28.3% Capitalizatio n R ate 12 INVESTMENT PORTFOLIO * 4 Current Properties in Arizona | 100% Leased $1.83 Million Annual NNN Passive Revenue $30 Million in Contracted Lease Revenue through Lease Term (2040) $25 Million Valuation @ 7% Cap Rate ** $ 2 8.3 % Cap Rate with current Asset Cost B asis *** $4.5 Million Debt Facility Secured to increase Buying Power Dozens of New Properties in Company Underwriting Pipeline 4 New Properties in Company Acquisition Pipeline (1 Under Contract) Focused on National Expansion of Property Investment Portfolio Investment Portfolio

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES INVESTMENT PORTFOLIO 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 Investment Portfolio ( As of September, 2022) 13 Location Tempe, AZ Chino Valley, AZ Green Valley, AZ Kingman, AZ Description Industrial /Office Greenhouse/ Nursery Retail (special use) Retail (special use) Current Use Cannabis Facility Cannabis Facility Cannabis Dispensary Cannabis Dispensary Date Acquired March 2014 August 2015 October 2014 May 2014 Lease Start Date May 2018 May 2018 May 2018 May 2018 Lease End Date April 2040 April 2040 April 2040 April 2040 Total No. of Tenants 1 1 1 1 Portfolio Total Land Area (Acres) 3.65 47.60 1.33 0.32 52.90 Land Area (Sq. Feet) 158,772 2,072,149 57,769 13,939 2,302,629 Undeveloped Land Area (Sq. Feet) - 1,782,563 - 6,878 1,789,441 Developed Land Area (Sq. Feet) 158,772 289,586 57,769 7,061 513,188 Total Rentable Building Sq. Ft. 60,000 97,312 1,440 1,497 160,249 Vacant Rentable Sq. Ft. - - - - - Sq. Ft. rented as of September 30, 2022 60,000 97,312 1,440 1,497 160,249 Annual Base Rent (*,**) 2022 (remainder of year) $ 152,514 $ 262,743 $ 10,500 $ 12,000 $ 437,757 2023 610,053 1,050,970 42,000 48,000 1,751,023 2024 610,053 1,050,970 42,000 48,000 1,751,023 2025 610,053 1,050,970 42,000 48,000 1,751,023 2026 598,589 1,050,970 42,000 48,000 1,739,559 2027 590,400 1,050,970 42,000 48,000 1,731,370 Thereafter 7,281,600 12,961,958 518,000 592,000 21,353,558 Total $ 10,453,262 $ 18,479,551 $ 738,500 $ 844,000 $ 30,515,313

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES GROSS REVENUE TREND 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 Site Identification Advisory Commercial Brokerage Investment Portfolio Property Technology 14 $- $1,000,000.00 $2,000,000.00 $3,000,000.00 $4,000,000.00 $5,000,000.00 $6,000,000.00 $7,000,000.00 $8,000,000.00 $9,000,000.00 $10,000,000.00 2018 (Actual) 2019 (Actual) 2020 (Actual) 2021 (Actual) 2022 (Expected) 2023 (Projected) 2024 (Projected) 2025 (Projected) 2026 (Projected) Company Gross Revenue Company Fiscal Year Property Technology Advisory Services Commercial Brokerage Prop Inv. Portfolio TOTAL REVENUE

877 - 360 - 8839 | @ZonedProperties SUMMARY CAPITAL STRUCTURE Book Value (BV) of Total Capital Market Value (MV) of Total Capital * $2.0M of Debt + $6.05M of Stockholders’ Equity = $8.05M BV of Total Capital ** $2.0M of Debt + $7.69M of MV Equity ($0.63/share at 9/30/2022 * 12.2M shares outstanding) = $9.69 MV of Total Capital Total Capital Total Capital Book Value of Equity Total Debt Market Value of Equity Total Debt 79% 21% 75% 25% $8.0M * $9.7M ** (As of September, 2022) *$ in millions 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 15

877 - 360 - 8839 | @ZonedProperties STATEMENT OF OPERATIONS & CASH FLOW Year Nine Months Ended Year Ended 9/30/2022 12/31/2021 12/31/2020 12/31/2019 12/31/2018 Total revenues $2,052,341 $1,820,485 $1,215,442 $1,260,421 $1,236,930 Total operating expenses $2,097,290 $1,775,785 $1,177,709 $1,259,706 $3,198,413 Interest expenses $90,000 $120,000 $120,000 $120,000 - Interest expenses – related parties $600 $1,200 $1,200 $1,200 $121,200 Net loss $(142,087) $(165,819) $(78,338) $(12,281) * ($2,027,278) ** Net cash provided by operating activities $398,311 $489,257 $170,040 $284,914 $359,984 Total common shares outstanding 12,201,548 12,201,548 12,011,548 11,901,548 17,441,552 * Includes $108,204 one - time gain from receipt of utilities rebate. **Includes $1.9 million one - time, non - cash write - off of deferred rent receivable. 877 - 360 - 8839 | @ZonedProperties ( As of September, 2022 ) OTCQB: ZDPY I November 2022 16

877 - 360 - 8839 | @ZonedProperties SUMMARY BALANCE SHEETS As of 9/30/2022 12/31/2021 Cash $842,115 $1,191,940 Rental Properties, Net $6,183,371 $6,441,465 Total Debt $2,000,000 $2,020,000 Total Liabilities $2,588,020 $2,221,558 Total Shareholders’ Equity $6,056,346 $5,915,898 $6,056,346 $2,588,020 $8,644,366 Total Shareholders' Equity Total Liabilities Total Assets 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 ( As of September, 2022 ) 17

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES INDUSTRY LEADERSHIP Executive Councils & Memberships 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 A Highly Regulated & EMERGING INDUSTRY “We are building for an industry that does not yet exist. It’s our responsibility to make sure it gets done right.” - Bryan McLaren 18

877 - 360 - 8839 | @ZonedProperties 19 OTCQB: ZDPY I November 2022 Kyle Gere; REALTOR Assoc. Director of Advisory Services Joseph Lewis; REALTOR Managing Broker Patrick Moroney; REALTOR Director of Real Estate Dan Gauthier; JD, REALTOR Chief Legal Officer Berekk Blackwell President & Chief Operating Officer Bryan McLaren; MBA, REALTOR Chairman & Chief Executive Officer ZONED PROPERTIES COMPANY LEADERSHIP

877 - 360 - 8839 | @ZonedProperties TIGHT CAPITAL STRUCTURE 12,201,548 COMMON SHARES (As of November 2022) 2 MILLION SQ. FT. OF PROPERTY OWNERSHIP (No Toxic Debt) ANCILLARY SERVICES CO. NON - PLANT TOUCHING EXECUTIVE MEMBERSHIPS FORBES, USGBC, NCIA, BBB COMMUNITY FOCUSED REGULATED CANNABIS CO. 6+ YEARS AS FULLY AUDITED SEC REPORTING COMPANY 5+ YEARS CASH FLOW POSITIVE FROM OPERATIONS MULTI - STATE EXPERIENCE & PROVEN SUCCESS 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 ZONED PROPERTIES, INC. (OTCQB: ZDPY) 20

877 - 360 - 8839 | @ZonedProperties ZONED PROPERTIES INVESTMENT THESIS 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 21 There may be as many as 15,000+ Retail Dispensaries in the U.S. by 2025 We believe Direct - to - Consumer Real Estate is the major opportunity. We have successfully initiated Capital & Buying Power access through an initial Secured Debt Facility of $4.5 Million with a bank partner. We are exploring additional sources of capital to increase buying power to achieve our scale and growth plans. We have already begun underwriting Property Investments & Acquisitions across the nation, focused on Direct - to - Consumer Real Estate with strong Consumer - Centric Brands & Operators to add to our Tenant Roster. We believe the successful execution on Property Investments & Acquisitions will create meaningful revenue and earnings growth, translating to increasing shareholder value. We believe Zoned Properties is positioned to capture Market Share by leveraging our full - spectrum of integrated commercial Real Estate Services to fuel a Robust Pipeline of Property Investments & Acquisitions.

877 - 360 - 8839 | @ZonedProperties COMPANY CONTACT INFORMATION COMPANY CONTACT Bryan McLaren ; Chairman, CEO, & CFO Zoned Properties, Inc. | Scottsdale, AZ www.ZonedProperties.com | Tel 877.360.8839 | Bryan@ZonedProperties.com 877 - 360 - 8839 | @ZonedProperties OTCQB: ZDPY I November 2022 22

XML

Cover	Nov. 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 2022
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