Zoned Properties, Inc. (Form: 8-K, Received: 04/04/2017 12:50:11)

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): March 30, 2017

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.)

14269 N. 87th Street, #205 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 1.01.

Entry into a Material Definitive Agreement.

On March 30, 2017, Chino Valley Properties, LLC (the “Landlord”), a wholly owned subsidiary of Zoned Properties, Inc. (the “Company”), entered into a fourth amendment to commercial lease agreement (the “Amendment”) with C3C3 Group, LLC (“C3C3”) and Alan Abrams, effective April 1, 2017. Pursuant to the terms of the Amendment, the size of the leased property was expanded and the monthly rental rate was increased, such that the monthly rent for the leased premises will be as follows:

Month 1	-		Waived
Months 2-6	-	$	30,000.00
Months 7-12	-	$	40,000.00
Months 13-15	-	$	42,000.00
Months 16-19	-	$	55,000.00
Months 20-22	-		*
Months 23-29	-	$	60,000.00
Months 30-36	-	$	65,000.00
Months 37-48	-	$	68,250.00
Months 49-60	-	$	71,662.50
Months 61-72	-	$	75,245.63
Months 73-84	-	$	79,007.91
Months 85-96	-	$	82,958.30
Months 97-108	-	$	87,106.22
Months 109-120	-	$	91,461.53
Months 121-132	-	$	91,461.53
Months 133-144	-	$	91,461.53
Months 145-156	-	$	91,461.53
Months 157-168	-	$	91,461.53
Months 169-180	-	$	91,461.53
Months 181-192	-	$	91,461.53
Months 193-204	-	$	91,461.53
Months 205-216	-	$	91,461.53
Months 217-228	-	$	91,461.53
Months 229-240	-	$	91,461.53

* The Landlord agreed to defer rent and applicable taxes for March, April and May 2017 in the form of a loan to C3C3 at an 8% interest rate commencing March 1, 2017 and payable over 12 months commencing January 1, 2018.

C3C3 is owned by Mr. Abrams, a significant stockholder of the Company. Christopher Carra, a significant stockholder of the Company, is president of C3C3.

The foregoing description of the Amendment is not a complete description of all of the parties’ rights and obligations under the Amendment and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2017, Irvin Rosenfeld resigned as a member of the Board of Directors (the “Board”) of the Company, effective immediately, in connection with his appointment as a senior advisor to the Company. Also on April 1, 2017, in order to fill the Board vacancy created by Mr. Rosenfeld’s resignation, the Board elected Derek Overstreet, PhD, as a member of the Board until the next annual election of directors and until his successor is duly elected and shall qualify.

There is no arrangement or understanding between Dr. Overstreet and any other person pursuant to which he was selected as a director. There have been no transactions and are no currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which Dr. Overstreet had or will have a direct or indirect material interest.

The Board has determined that Dr. Overstreet qualifies as an independent director under the rules of The Nasdaq Stock Market.

In connection with Dr. Overstreet’s appointment, the Company entered into a Board Member Agreement effective April 1, 2017 with Dr. Overstreet. Pursuant to the terms of the Board Member Agreement, Dr. Overstreet will receive annual compensation of 10,000 shares of restricted Company common stock in exchange for his services as a member of the Company’s board of directors and on any committees thereof. The Company agrees to indemnify Dr. Overstreet and hold him harmless against any liability incurred in the performance of services on the Company’s board pursuant to the Board Member Agreement. The Board Member Agreement has a term of one year, but the parties understand that Dr. Overstreet will remain on the board at the discretion of the Company’s stockholders. After the initial term of the Board Member Agreement, the Board Member Agreement will either terminate or be renewed for an additional year at the discretion of the Nominating and Corporate Governance Committee. Upon termination of Dr. Overstreet’s status as a director, the Board Member Agreement will terminate.

Item 7.01.

Regulation FD Disclosure.

On March 30, 2017, the Company issued a press release regarding certain business updates, including entry into the Amendment. 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.

On April 4, 2017, the Company issued a press release regarding Mr. Rosenfeld’s resignation as a director and Dr. Overstreet’s appointment as a director. A copy of this press release is 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 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		Fourth Amendment to Commercial Lease by and between Chino Valley Properties, LLC, C3C3 Group, LLC and Alan Abrams.
10.2		Board Member Agreement effective April 1, 2017 by and between Zoned Properties, Inc. and Derek Overstreet.
99.1		Press release of Zoned Properties, Inc. dated March 30, 2017.
99.2		Press release of Zoned Properties, Inc. dated April 4, 2017.

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: April 4, 2017	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer

Exhibit 10.1

FOURTH AMENDMENT TO COMMERCIAL LEASE AGREEMENT

This Fourth Amendment to the Commercial Lease Agreement (the “Third Amendment”) is made this 1 ^st day of April, 2017, (the “Effective Date”) by and between Chino Valley Properties, LLC (the “Landlord”) and C3C3 Group, LLC (the “Tenant”), collectively (the “Parties”).

WITNESSETH:

WHEREAS, Landlord and Tenant heretofore entered into a Commercial Lease Agreement (the “Lease”) executed and effective as of August 6, 2015 for the lease on the premises commonly known as 2144 & 2148 N. Road 1 East Chino Valley, AZ 83462; and

WHEREAS, Landlord and tenant heretofore entered into a FIRST LEASE AMENDMENT, SECOND LEASE AMENDMENT, and THIRD LEASE AMENDMENT (the “Lease Amendments”) incorporated by reference, the most recent of which was dated October 10, 2016;

WHEREAS, The Landlord has invested capital into the property for expansion of the facilities for use by the Tenant, including by not limited to an expansion of utilities and an expansion of operational space; and

WHEREAS, The parties hereto desire to change the rental rate of the monthly rental payment, the size of the operating premises to reflect the expanded facilities; and

WHEREAS, The parties hereto desire to include a deferment of three (3) months of rent in order to accommodate the Tenant’s increased operating expenses to begin operating the expansion of the facility. The 3 months will include March, April, and May of the year 2017;

WHEREAS, all defined terms used in the Lease shall have the same meaning herein as therein.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which is acknowledged, the Parties agree to the following amendment to the language of the Lease:

2.01 Premises : The Premises shall be amended as per the Premises Description attached as an updated “Amended Exhibit C” to the original Lease Agreement.

5.01 Base Rent : The Base Rent shall be amended as per the Rental Schedule attached as an updated “Amended Exhibit B” to the original Lease Agreement including the Rental Deferment attached as “Exhibit A.”

[Signature Page to Follow]

Your signature below will indicate that you agree to the terms and conditions as set forth herein dated _______________________, 2017:

Chino Valley Properties, LLC.		C3C3 Group, LLC.

By:	/s/	By:	/s/
Name:		Name:
Title:		Title:

Alan Abrams, Individually.

By:	/s/ Alan Abrams
Name:
Title:	Personal Guarantor

EXHIBIT A

RENTAL DEFERMENT

March 2017, April 2017, and May 2017

RECITALS:

Chino Valley Properties, LLC on behalf of Zoned Properties, Inc. (the "Landlord"), C3C3 Group, LLC (the "Tenant") on behalf of Broken Arrow Herbal Center (the “Licensed Medical Marijuana Operator”), and Alan Abrams (the “Guarantor”) entered into that certain Lease Agreement dated August 6, 2015 for the premises described therein as Amended Exhibit C hereinafter referred to as the "Premises".

The parties desire to further modify the terms of the Lease previously amended by the First, Second and Third Lease Amendments and the parties have agreed to enter into the Fourth Lease Amendment dated March 30, 2017 to memorialize their understandings with respect to such modifications.

AGREEMENTS:

NOW THEREFORE, in consideration of the promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

March, April, and May 2017 Rent Deferment:

Landlord has agreed to defer March, April, and May 2017 Rent and applicable taxes in the total amount $173,861.01 in the form of a loan to the Tenant at an eight percent (8%) interest rate commencing March 1, 2017 making it payable over twelve (12) months commencing January 1, 2018. Principal and interest as of January 1, 2018 will be a total of $187,769.89 with monthly payments of $15,647.49. In the event of future default, all deferred March, April, and May 2017 rent to be due and payable immediately.

Security Deposit

Landlord shall maintain the existing security deposit currently being held.

Entire Agreement

This Fourth Lease Amendment and the Lease embodies the entire agreement between the parties. There are no agreements or understandings that are not set forth in this Fourth Lease Amendment or Lease. These agreements may be modified only by a written instrument duly executed by Landlord and Tenant.

AMENDED EXHIBIT B: Rent Schedule

Year	Commencement	Months	Monthly Payment		*Annual Rental Rate		Base Rental Rate		Rentable Area
1	1-Aug-15	01		Waived		Waived		Waived		Waived
1	1-Sep-15	02-06	$	30,000.00	$	360,000.00	$	24.00		15,000
1	1-Feb-16	07-12	$	40,000.00	$	480,000.00	$	32.00		15,000
2	15-Aug-16	13-15	$	42,000.00	$	504,000.00	$	33.60		15,000
2	15-Nov-16	16-19	$	55,000.00	$	660,000.00	$	26.40		25,000
3	15-Mar-17	20-22		**Deferred		**Deferred		**Deferred		25,000
3	15-Jun-17	23-29	$	60,000.00	$	720,000.00	$	24.00		30,000
3	15-Jan-18	30-36	$	65,000.00	$	780,000.00	$	22.29		35,000
4	15-Aug-18	37-48	$	68,250.00	$	819,000.00	$	23.40		35,000
5	15-Aug-19	49-60	$	71,662.50	$	859,950.00	$	24.57		35,000
6	15-Aug-20	61-72	$	75,245.63	$	902,947.50	$	25.80		35,000
7	15-Aug-21	73-84	$	79,007.91	$	948,094.88	$	27.09		35,000
8	15-Aug-22	85-96	$	82,958.30	$	995,499.62	$	28.44		35,000
9	15-Aug-23	97-108	$	87,106.22	$	1,045,274.60	$	29.86		35,000
10	15-Aug-24	109-120	$	91,461.53	$	1,097,538.33	$	31.36		35,000
11	15-Aug-25	121-132	$	91,461.53	$	1,097,538.33	$	31.36		35,000
12	15-Aug-26	133-144	$	91,461.53	$	1,097,538.33	$	31.36		35,000
13	15-Aug-27	145-156	$	91,461.53	$	1,097,538.33	$	31.36		35,000
14	15-Aug-28	157-168	$	91,461.53	$	1,097,538.33	$	31.36		35,000
15	15-Aug-29	169-180	$	91,461.53	$	1,097,538.33	$	31.36		35,000
16	15-Aug-30	181-192	$	91,461.53	$	1,097,538.33	$	31.36		35,000
17	15-Aug-31	193-204	$	91,461.53	$	1,097,538.33	$	31.36		35,000
18	15-Aug-32	205-216	$	91,461.53	$	1,097,538.33	$	31.36		35,000
19	15-Aug-33	217-228	$	91,461.53	$	1,097,538.33	$	31.36		35,000
20	15-Aug-34	229-240	$	91,461.53	$	1,097,538.33	$	31.36		35,000

*Annual Rental Rate escalates at 5% per annum through year 10

**Rent Deferred for March, April, May 2017 & repaid over 12 months January 2018 - December 2018

AMENDED EXHIBIT C: PROPERTY SITE AND LEGAL DESCRIPTION

Parcel ID:	306-14-008-M

Property Address:	2144 & 2148 N. Road 1 East
	Chino Valley, AZ 83462

Building and Premises:	Chino Valley Cultivation Site; approximately 10,000 square feet of completed Greenhouse, 15,000 square feet of completed Hoop House, 5,000 square feet of proposed additional Hoop House, and approximately 5,000 square feet of office & garage space existing within the currently fenced in area. Approximately 11 acres.

Legal Description:	An irregular portion of the SE4 the SE parcel corner lying approximately 686'N and 50'W from the SE corner of said section 19 .

Exhibit 10.2

Board Member Agreement

THIS BOARD MEMBER AGREEMENT ("Agreement") is made effective April 01, 2017, by and between Zoned Properties, Inc., a Nevada corporation ("The Company"), and Derek Overstreet, an individual resident of the State of Arizona ("The Director").

WHEREAS , the Company is a Public Corporation engaged as a developer, owner, and lessor of land, facilities and equipment to the licensed marijuana industry (the "Business").

WHEREAS , the Company has established a Board of Directors to assist the Company in its endeavors to direct the strategy and vision of the Business so as to maximize returns for the Company's shareholders; and

NOW THEREFORE , in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:

Term. The term of this Agreement shall commence on the date hereof (the "Effective Date"), and shall serve for a period of one (1) year after which point the agreement shall either (i) be terminated or (ii) renewed for an additional year at the discretion of the Nominating and Corporate Governance Committee of the Board of Directors (the "Term"), it being understood that the Director shall remain on the Company's Board of Directors at the discretion of the Company's shareholders.

Compensation

Director's Fees. In consideration of the services to be rendered under this Agreement as a member of the Board of Directors and for serving on various committees of the Board of Directors, Director shall receive annual compensation of 10,000 Shares of restricted common stock in ZDPY, payable at the direction of the company in one certificate or every quarter broken down by equal installments. First tranche or complete annual compensation shall be delivered at the company's discretion. The Company reserves the right under the authorization of the Compensation Committee of the Board of Directors to make an amendment to the compensation of all Directors on the Board.

Initials BAM / DO 1

If the Director does not complete a full year of service, compensation will be prorated based on the term served (Ex. 6 months of service Director will receive 5,000 share of ZDPY common stock).

Expenses. The Company shall reimburse Director for all reasonable business expenses incurred in the performance of his duties hereunder in accordance with Company's expense reimbursement guidelines.

Indemnification. Company will indemnify and defend Director and hold Director harmless against any liability incurred in the performance of Director's service on the Board of Directors pursuant to this Agreement (the "Services") to the fullest extent authorized in Company's Certificate of Incorporation, as amended, bylaws, as amended, applicable law and as provided in any individual indemnification agreements the Company many enter into with the Director. Company has or will in a timely manner purchase Director's and Officer's liability insurance, and Director shall be entitled to the protection of any insurance policies the Company maintains for the benefit of its Directors and Officers against all costs, charges and expenses in connection with any action, suit or proceeding to which he may be made a party by reason of his affiliation with Company, its subsidiaries, or affiliates or Director's Services hereunder.

Termination

Right to Terminate. At any time, Director may be removed as Director as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Director may resign as Director as provided in Company's Certificate of Incorporation, as amended, bylaws, as amended, and applicable law. Notwithstanding anything to the contrary contained in or arising from this Agreement or any statements, policies, or practices of Company, neither Director nor Company shall be required to provide any advance notice or any reason or cause for termination of Director's status, except as provided in Company's Certificate of Incorporation, as amended, Company's bylaws, as amended, and applicable law.

Effect of Termination as Director. Upon a termination of Director's status as a Director, this Agreement will terminate; Company shall pay to Director all compensation to which Director is entitled up through the date of termination. Thereafter, all of Company's obligations under this Agreement shall cease.

Initials BAM / DO 2

Non-Disclosure, Ownership of Intellectual Property

Director covenants and undertakes that, during the term of this Agreement and thereafter, absent the Company's prior written consent, all information, written or oral, relating to the Company, its parents, subsidiaries or affiliates, the Company's Business or condition (actual or planned), disclosed to him by the Company, or which otherwise became known to him in connection with the performance of the Services (the "Information"), shall be maintained by him in full and absolute confidence, and he shall not use such Information, directly or indirectly, in whole or in part, for his own benefit or any purpose whatsoever except as specifically and explicitly provided hereunder. Director's undertaking hereunder shall not apply to Information which is in, or becomes part of, the public domain, or which was known by Director before the time of disclosure.

Director agrees and undertakes that, so long as this Agreement is in effect and for a period of one year thereafter, neither he, nor any entity in which he holds a majority of the equity interest or voting control (either directly or through other entities in which he holds a majority of the equity interest or voting control) (each a "Controlled Entity"), shall not engage as a developer, owner, or lessor of land, facilities and equipment to the licensed marijuana industry (such activities, the "Competing Activities"). The Company acknowledges that Director has ownership interests in or other relationships with entities that are not Controlled Entities (each a "Non-Controlled Entity"), and the restriction in the preceding sentence does not apply to activities of Non-Controlled Entities. However, Director agrees to inform the Company at such time as the Non-Controlled Entity commences Competing Activities, provided that he is aware of the Competing Activities and the disclosure would not violate a non-disclosure agreement with the Non-Controlled Entity.

Representation on Authority of Parties/Signatories. Each party signing this Agreement represents and warrants that s/he is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.

General Waiver. The failure of any party at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect the right of that party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by any party of a breach be deemed to be a waiver of any subsequent breach. A waiver shall not be effective unless it is in writing and signed by the party against whom the waiver is being enforced.

Entire Agreement. This is the entire agreement between the aforementioned parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings.

Initials BAM / DO 3

10.

Enforceability, Severability and/or Reformation

In the event that any covenant, provision and/or restriction is found by a court of competent jurisdiction to be unenforceable, such provision shall be modified, rewritten or interpreted to include as much of its nature and scope as will render it enforceable. In the event it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement shall be enforced as if such provision was not included.

In the event that any court determines that any of the covenants, provisions or restrictions to be excessive in duration or scope or to be unreasonable or unenforceable under the laws of that state, it is the intention of the parties that such restriction may be modified or amended by the court to render it enforceable to the maximum extent permitted by the laws of that state.

11.

Governing Laws. The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Arizona applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in Arizona shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

12.

Mediation; Waiver of Jury Trial. The Parties hereby waive any and all rights to Jury Trial. Any controversy or claim arising out of or relating to this Agreement, by, between or among the parties, or the breach thereof, shall be settled by mandatory binding mediation. The mediator's decision shall be final and legally binding and judgment may be entered thereon. Each party initially shall be responsible for its share of the mediation fees and costs in accordance with the applicable Rules of Mediation. Notwithstanding the foregoing, the prevailing party shall be awarded its reasonable attorneys' fees and costs. Furthermore, in the event a party fails to proceed with mediation, unsuccessfully challenges the mediator's award in court, or fails to comply with the mediator's award, the other party shall be awarded its reasonable attorneys' fees and costs for having to compel mediation or defend or enforce the award.

13.

Assignment. This Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein, and no other arrangement, understanding or agreement, verbal or otherwise, shall be binding upon the parties hereto. This Agreement may not be assigned by any of the parties hereto, and may not be amended or modified, except by the written consent of both parties hereto.

[Signature Page to Follow]

Initials BAM / DO 4

IN WITNESS WHEREOF, the undersigned do hereby execute this Consent to Action to be effective as of April 01, 2017.

Zoned Properties, Inc. (the "Company")		Director

By	/s/ Bryan McLaren	By	/s/ Derek Overstreet
	Bryan McLaren		Derek Overstreet
	Chairman of the Board		Director
	Mar 31, 2017		Mar 31, 2017

	Zoned Properties, Inc.		Derek Overstreet
	14269 N. 87th Street, Suite #205		3931 W. Butler Street
	Scottsdale, AZ 85260		Chandler, AZ 85226
	(877) 360-8839		(570) 780-3737

derek.overstreet@gmail.com

Initials BAM / DO 5

Exhibit 99.1

Zoned Properties Announces Lease Amendment for Expansion at Chino Valley Property

Additional 10,000 Square Foot Expansion Part of Long-Term Growth Strategy

SCOTTSDALE, Ariz., March 30, 2017 /PRNewswire/ -- Zoned Properties, Inc. (OTCQX: ZDPY), a strategic real estate development firm whose primary mission is to identify, develop, and lease sophisticated, safe, and sustainable properties in emerging industries, including the licensed medical marijuana industry, today announced one of its subsidiaries, Chino Valley Properties, LLC, has signed an amendment to an existing commercial lease agreement with one of its tenants in order to expand the leased space at the Chino Valley Cultivation Facility, located in Chino Valley, Ariz., from approximately 25,000 square feet to 35,000 square feet of leased space.

As previously disclosed, the Company plans to construct up to a total of 45,000 square feet of space at the facility by the end of 2017.

“The Chino Valley Cultivation Facility is expanding at a rapid pace as we work closely with our tenant to further develop the property. The additional operating space will support the tenant’s medical marijuana business and our commitment to local municipality leaders for the development of sophisticated, safe, and sustainable projects that increase the value of the property and enhance the local surroundings,” commented Bryan McLaren, Chief Executive Officer of Zoned Properties. “With this expansion, our monthly rental revenue and cash flow will be increasing later this year, supporting our outlook for incremental growth and profitability in 2017.”

The Company currently leases approximately 25,000 square feet of space to a single licensed medical marijuana cultivator. The amendment to the lease agreement includes an expansion of an additional 10,000 square feet of cultivation space, 5,000 of which has already been constructed and another 5,000 for which construction is scheduled to begin and be completed in the second quarter of 2017. The amendment to the lease agreement becomes effective as of April 1, 2017. Under the terms of the amended lease agreement, monthly rental payments will increase from the current $55,000 per month to $60,000 per month beginning in the third quarter of 2017 and to $65,000 per month beginning in the first quarter of 2018. The Company also plans to complete additional construction for up to 45,000 square feet of operating space that will further increase monthly rental revenue in the future. As part of the agreed expansion, the Company has given the tenant a three-month lease payment deferment in order to provide additional capital needed for the tenant’s operational expansion. The deferred rent payments will be paid back in future monthly installments with an 8% interest rate.

About Zoned Properties, Inc. (ZDPY):

Zoned Properties is a strategic real estate development firm whose primary mission is to identify, develop, and lease 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 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

Exhibit 99.2

Zoned Properties Names Irvin Rosenfeld as Senior Advisor to the Company;

Derek Overstreet, PhD, Joins Board of Directors

Mr. Rosenfeld Transitions from Director to Senior Advisor; Company Maintains a Majority-Independent, Five Member Board

SCOTTSDALE, Ariz., April 4, 2017 /PRNewswire/ -- Zoned Properties, Inc. (OTCQX: ZDPY), a strategic real estate development firm whose primary mission is to identify, develop, and lease sophisticated, safe, and sustainable properties in emerging industries, including the licensed medical marijuana industry, today announced Irvin Rosenfeld has stepped down as a director in connection with his appointment as a Senior Advisor to the Company. Effective April 1, 2017, the Board appointed Derek Overstreet, PhD, to fill Mr. Rosenfeld’s Board seat. The Company will continue to be governed by a five-member Board of Directors, a majority of which is independent.

Mr. Rosenfeld, founder of My Medicine Consulting, has served as a member of the Board of Directors for the past 3 years and has been instrumental in the Company’s strategic development. In his role as Senior Advisor, Mr. Rosenfeld will advise Zoned Properties on a range of issues including new business development, U.S. capital markets and trends in the licensed medical marijuana industry. Mr. Rosenfeld has nearly 30 years of experience in the financial industry, is the author of “ My Medicine” (2010), and is a leading advocate of the medical marijuana movement. He has appeared on dozens of television news programs and is one of two remaining members, and the longest standing survivor, of the Federal Medical Cannabis Program.

“Irvin has been instrumental in the development of our business model and was a leading voice in our strategy to focus on licensed medical marijuana developments within the emerging marijuana industry,” commented Bryan McLaren, Chief Executive Officer of Zoned Properties. “He gained deep industry knowledge spanning several decades through his own personal journey as a patient in the Federal Medical Cannabis Program. We will continue to utilize Irvin’s industry knowledge, insights and first-hand experiences as he transitions to this advisory role in serving our company.”

“I am extremely proud of what Zoned Properties has accomplished over the last several years and am honored to continue to serve the Company in an advisory role as the team works to extend its strong track record of conservative and methodical project development in the medical marijuana space,” stated Irvin Rosenfeld, Senior Advisor to Zoned Properties. “By consistently and intentionally avoiding the more risky and volatile recreational sector of the industry, management is positioning the Company to best serve the interests of its shareholders over the long-term, and I look forward to being a part of their continued success.”

Derek Overstreet, PhD, joins the Board as an Independent Director. Dr. Overstreet is co-founder and Chief Scientific Officer of Sonoran Biosciences, which develops new sustained-release pharmaceutical formulations for applications including orthopedic infection and postoperative pain management. Dr. Overstreet holds a Bachelor’s degree in Biomedical Engineering from Case Western Reserve University and a Doctoral degree in Biomedical Engineering from Arizona State University. His expertise is in the development of novel polymer-based materials for medical applications including drug delivery. He has authored 11 peer-reviewed scientific publications and 2 patent applications. We believe that Dr. Overstreet’s experience navigating the scientific field of pharmaceuticals and drug delivery will be instrumental in assisting the strategic development and implementation of the Zoned Properties’ business model.

“Our intentional focus on the medical sector of the licensed marijuana industry has enabled us to lead with integrity and take a longer-term view in the emerging medical marijuana industry,” continued McLaren. “While recreational marijuana gets a lot of attention from the media, we are steadfast in our focus on the licensed medical marijuana sector as our primary business, and will continue our development efforts in support of this agenda. Our decision-making, from the location of our corporate office in Arizona to our recent expansion into the medical sector in Colorado, is tightly aligned with this vision for our company.”

About Zoned Properties, Inc. (ZDPY):

Zoned Properties is a strategic real estate development firm whose primary mission is to identify, develop, and lease sophisticated, safe, and sustainable properties in emerging industries, including the licensed medical marijuana industry. 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 property value. Zoned Properties targets commercial properties that can be acquired and 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