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): December 20, 2015
| 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.) | |
|
14300 N. Northsight Blvd., #208 Scottsdale, AZ |
85260 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(Registrant’s telephone number, including area code): 407-257-0400
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))
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 20, 2015, Zoned Properties, Inc. (the “Company”) granted Bryan McLaren, the Company’s Chief Executive Officer and President, an option (the “Option”), pursuant to the Company’s October 1, 2014 Employee Stock Option Plan, to purchase 250,000 of the Company’s common stock at an exercise price of $1.00 per share. The grant date of the Option was December 30, 2015. The Option vests and becomes exercisable as follows:
| ● | The Option vests with respect 25,000 shares on December 30, 2015, the date of grant, and |
| ● | The Option vests with respect to an additional 25,000 shares every 12 months thereafter. |
The Option expires on December 30, 2026.
In addition, on December 20, 2015, the Company and Mr. McLaren entered into a Stock Option Grant Notice and Agreement (the “Option Agreement”) with respect to the Option.
The foregoing description of the Option Agreement is not a complete description of the Option Agreements and is qualified in its entirety by reference to the Option Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On January 6, 2016, Patricia Haugland resigned from her position as the Company’s Chief Operating Officer, effective January 28, 2016.
A copy of the press release issued by the Company on January 7, 2016, announcing Ms. Haugland’s resignation is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits listed in the following Exhibit Index are furnished as part of this current report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 | Stock Option Grant Notice and Agreement dated December 20, 2015 between Zoned Properties, Inc. and Bryan McLaren. | |
| 99.1 | Press release of Zoned Properties, Inc. dated January 7, 2016. |
| 2 |
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: January 7, 2016 | /s/ Bryan McLaren |
| Bryan McLaren | |
| Chief Executive Officer and President |
3
Exhibit 10.1
ZONED PROPERTIES, INC.
STOCK OPTION GRANT NOTICE AN D AGREEMENT
Zoned Properties, Inc., a Nevada Corporation (the "Company"), pursuant to its October 1, 2014 Employee Stock Option Plan (the "Plan"), hereby grants to the holder listed below ("Participant"), an option to purchase the number of shares of the Company's common stock, par value $0.001 ("Stock), set forth below (the "Option"). The Option is subject to all of the terms and conditions set forth herein and is the Stock Option Agreement attached hereto as Exhibit A (the "Stock Option Agreement) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.
Participant: Bryan McLaren
Grant Date: December 30, 2015
Exercise Price per Share: $1.00
Total Exercise Price: $250,000
Total Number of Shares: 250,000
Subject to the Option: Exhibit A
Expiration Date: December 30, 2026
| Type of Option: | ☒ Incentive Stock Option ☐ Non-Qualified Stock Option |
| Vesting Schedule: | This Option shall vest and become exercisable for the shares of Stock as follows: (i) TWENTY FIVE THOUSAND (25,000) shares shall vest on the date that is the Grant Date and (ii) an additional TWENTY FIVE THOUSAND (25,000) shares shall vest on each TWELVE (12) month(s) thereafter, so that all of the Option shares shall be vested on the TEN (10) year anniversary of the Grant Date. |
By his or her signature, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binging, conclusion and final all decisions or interpretations of the Administrator of the Plan upon any questions arising under the Plan or relation to the Option.
| Zoned Properties, Inc. | Participating Individual | |||
| By: | /s/ Bryan McLaren | By: | /s/ Bryan McLaren | |
| Name: Bryan McLaren | Name: Bryan McLaren | |||
| Title: President & CEO | Title: | |||
| Date: 12-20-2015 | Date: 12-20-2015 | |||
Exhibit 99.1
Zoned Properties, Inc. Streamlines Senior Leadership
Patricia Haugland Resigns as Chief Operating Officer;
Company Plans to Utilize Regional Project Managers
SCOTTSDALE, Ariz. , January 7, 2016 -- Zoned Properties, Inc. (OTCQX: ZDPY), a strategic real estate development firm whose primary mission is to identify, develop, and manage sophisticated, safe, and sustainable properties in emerging industries, including the licensed medical marijuana industry, today announced that Patricia Haugland has resigned as the Company’s Chief Operating Officer effective January 28, 2016. Bryan McLaren, Chief Executive Officer, will assume her responsibilities and the Company intends to utilize regional, contracted project managers on an as-needed basis to maintain close oversight of projects and reduce costs.
Mr. McLaren commented, “We thank Patricia for her professionalism and diligence in helping us to reach this point in our evolution, and wish her best in the future. We are sorry she has decided to leave the company, but her efforts have positioned Zoned Properties to effectively utilize outsourced project managers on an as-needed basis going forward, helping us keep our expenses low and giving us significant flexibility.”
About Zoned Properties, Inc. (OTCQX: ZDPY):
Zoned Properties, Inc. is a strategic real estate development firm whose primary mission is to identify, develop, and manage sophisticated, safe, and sustainable properties in emerging industries. The Company acquires commercial properties that face unique zoning challenges and identifies solutions that can potentially have a major impact on the cash flow and value generated. Zoned Properties, Inc. targets commercial properties that can be acquired and potentially re-zoned for specific purposes. Zoned Properties does not grow, harvest, sell or distribute cannabis or any substances regulated under United States law such as the Controlled Substances Act.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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
Brett Maas
Managing Partner
Hayden IR
Tel (646) 536-7331
brett@haydenir.com