Zoned Properties, Inc. (Form: 8-K, Received: 03/02/2023 08:06:21)

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 2, 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 1.01. Entry into a Material Definitive Agreement.

Assignment and Assumption Agreement – 23616-23622 Woodward Land Contract

On December 2, 2022, ZP RE MI Woodward, LLC (“ZP Woodward”), an indirect wholly owned subsidiary of Zoned Properties, Inc. (the “Company”), entered into an Assignment and Assumption Agreement (the “Assignment”), effective as of December 2, 2022, by and between FL MI RE 22, LLC (“FL MI”) and ZP Woodward. Pursuant to the terms of the Assignment, FL MI assigned to ZP Woodward its right, title and interest in that certain Land Contract, dated November 30, 2022, by and between The Thomas A. Pearlman Revocable Trust U/A/D 6/13/2005 (“Pearlman”) and FL MI (the “23616-23622 Land Contract”). Pursuant to the terms of the 23616-23622 Land Contract, Pearlman agreed to sell to FL MI certain real property located at 23616 and 23622 Woodward Avenue, Pleasant Ridge, Michigan (“23616-23622 Woodward”) in exchange for the payment by FL MI of $1,900,000, together with interest, as follows:

	●	$475,000 as a down payment on execution of the 23616-23622 Land Contract;

●

$1,425,000 plus interest at the rate of 9% until paid, in 60 monthly installments of $12,821, beginning January 1, 2023, until the purchase price and interest are fully paid, provided that such purchase price and all interest will be fully paid on or before December 1, 2028.

There is no prepayment penalty. The 23616-23622 Land Contract contains terms and conditions typically stated in similar land contract or installment sale contracts.

The foregoing description of the Assignment and the 23616-23622 Land Contract is not a complete description of all of the parties’ rights and obligations under the Assignment and the 23616-23622 Land Contract, and is qualified in its entirety by reference to the Assignment and the 23616-23622 Land Contract, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

23634 Woodward Land Contract

On February 24, 2023, ZP Woodward entered into a Land Contract, dated February 24, 2023, by and between Gangnier Investments LLC (the “Gangnier”) and ZP Woodward (the “23634 Land Contract”). Pursuant to the terms of the 23634 Land Contract, Gangnier agreed to sell to ZP Woodward certain real property located at 23634 Woodward Avenue, Pleasant Ridge, Michigan (“23634 Woodward”) in exchange for the payment by ZP Woodward of $550,000, together with interest, as follows:

	●	$125,000 as a down payment on execution of the 23634 Land Contract;

●

$430,000 plus interest at the rate of 7% until paid, in 48 monthly installments of $3,865, beginning April 1, 2023, until the purchase price and interest are fully paid, provided that such purchase price and all interest will be fully paid on or before March 31, 2027.

There is no prepayment penalty. The 23634 Land Contract contains terms and conditions typically stated in similar land contract or installment sale contracts.

The foregoing description of the 23634 Land Contract is not a complete description of all of the parties’ rights and obligations under the 23634 Land Contract, and is qualified in its entirety by reference to the 23634 Land Contract, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

The information set forth in Item 2.01 hereof is incorporated herein by reference.

Item 2.01. Completion of Acquisition of Assets.

The information set forth in Item 1.01 hereof is incorporated herein by reference.

As previously disclosed in the Current Report on Form 8-K filed by the Company on December 5, 2022 (the “Prior 8-K”), effective November 29, 2022, ZP Woodward entered into (i) an Exclusive Option Agreement for the Purchase of Real Property (the “Option Agreement”), dated December 1, 2022 between ZP Woodward and FL MI RE 22, LLC (the “Woodward Assignor”), and (ii) a Master Agreement for Purchase and Sale (the “Master Agreement”), dated November 29, 2022 between ZP Woodward, the Woodward Assignor, Ammar Kattoula and Thomas Nafso.

Pursuant to the terms of the Option Agreement and subject to the conditions therein, ZP Woodward was granted the exclusive option (the “Option”) to assume all of the Woodward Assignor’s rights and obligations under certain purchase agreements and other definitive documents as described in the Option Agreement (collectively, “Assigned Rights”), all related to real property located in Pleasant Ridge, Michigan and as more particularly described in the Option Agreement (the “Woodward Property”).

The foregoing description of the Option Agreement and Master Agreement is not a complete description of all of the parties’ rights and obligations under the Option Agreement and Master Agreement, and is qualified in its entirety by reference to the Option Agreement and Master Agreement, copies of which were filed as exhibits to the Prior 8-K and are incorporated herein by reference.

Following the date of the Prior 8-K, ZP Woodward exercised its rights to acquire an equitable right to 23616-23622 Woodward”), which property is a portion of the Woodward Property, pursuant to, in part, the 23616-23622 Land Contract and the Assignment, for a purchase price of $2,292,549; comprised of $400,395 cash, $467,154 in deposits and assignment fees, and the 23616-23622 Land Contract with a principal balance of $1,425,000. Simultaneously, the Company paid $590,000 cash as a refund of existing deposits and assignment fees for the parking lots to the Woodward Assignor in consideration of the remaining Assigned Rights, which principally included the rights to acquire two adjacent properties located at 23634 and 23600 Woodward Avenue, Pleasant Ridge, Michigan.

On February 24, 2023, ZP Woodward acquired an equitable interest in 23634 Woodward Avenue, Pleasant Ridge, Michigan (“23634 Woodward”) pursuant to the 23634 Land Contract.

On February 27, 2023, ZP Woodward acquired a fee interest in 23600 Woodward Avenue, Pleasant Ridge, Michigan for the purchase price of $1,253,070, comprised of $903,070 cash and $350,000 of previously paid deposits and assignment fees and, as of such date, ZP Woodward has acquired the property interests in the Woodward Property contemplated in the Option Agreement and Master Agreement.

Item 7.01. Regulation FD Disclosure.

On March 2, 2023, the Company issued a press release announcing that it has acquired the Woodward Property.

The information included in this Item 7.01, including Exhibit 99.1, 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 that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Assignment and Assumption Agreement dated as of December 2, 2022, by and between FL MI RE 22, LLC and ZP RE MI Woodward, LLC.
10.2		Land Contract, dated as of November 30, 2022, by and between The Thomas A. Pearlman Revocable Trust U/A/D 6/13/2005 and FL MI RE 22, LLC.
10.3		Land Contract, dated as of February 24, 2023, by and between Gangnier Investments LLC and ZP RE MI Woodward, LLC.
99.1		Press release of the registrant dated March 2, 2023.
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: March 2, 2023	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

Exhibit 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

(23616 and 23622 Woodward Avenue, Pleasant Ridge, MI 48069)

This Assignment and Assumption Agreement (this “Assignment”) is effective as of December 2, 2022 (the “Assignment Date”) by and between FL MI RE 22, LLC, a Michigan limited liability company (“Assignor”), and ZP RE MI WOODWARD, LLC, a Michigan limited liability company (“Assignee”).

RECITALS

A. Thomas A. Pearlman, as trustee of the Thomas A. Pearlman Revocable Trust u/a/d 6/13/2005 (“Seller”) and Assignor are parties to a Land Contract dated November 30, 2022] for the property located at 23633 & 23616 Woodward Avenue, Pleasant Ridge, Oakland County, MI 48069 (the “(“Land Contract”).

B. Assignor wishes to assign, transfer and convey to the Assignee all of Assignor’s right, title and interest in and to the Land Contract.

ASSIGNMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all right, title and interest of Assignor in the Land Contract. Assignor agrees to indemnify and hold Assignee, its affiliates and each of their members, managers, officers, directors, employees and agents, free and harmless from and against any and all liability, expense, cost, loss or damage which they or any of them may incur by reason of any act or omission of Assignor under this Assignment or the Land Contract with respect to any fact, event or circumstance arising on or before the Assignment Date, related to Assignor’s failure to perform any obligations under the Land Contract., The amount of any such liability, loss, claim, damage or expense indemnified against shall be deemed to include reasonable attorneys’ fees and other costs of defense.

2. Assumption. From and after the Assignment Date, Assignee agrees to assume and perform all of Assignor’s obligations with respect to the Land Contract. Assignee agrees to indemnify and hold Assignor free and harmless from and against any and all liability, expense, cost, loss or damage which they or any of them may incur by reason of any act or omission of Assignee under this Assignment. The amount of any such liability, loss, claim, damage or expense indemnified against shall be deemed to include reasonable attorneys’ fees and other costs of defense.

3. Miscellaneous Provisions.

(a) Amendment and Modification. This Assignment may be amended, modified or supplemented only by written agreement of the parties.

(b) Entire Agreement. This Assignment, together with the other agreements referred to herein, sets forth the entire agreement and understanding of the parties in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any party.

(c) Severability. The invalidity of any provision of this Assignment or portion of a provision shall not affect the validity of any other provision of this Assignment or the remaining portion of the applicable provision.

(d) Further Assurances. Upon reasonable request, from time to time, each party agrees that it shall execute and deliver all documents, make all rightful oaths, testify in any proceeding and do all other acts which may be necessary or desirable in the opinion of any other party to protect or record the rights of the other party arising under this Assignment, or to aid in the prosecution or defense of any rights arising therefrom, all without further consideration.

(e) Governing Law. This Assignment shall be governed by and construed in accordance with the internal laws of the state where the Property is located.

(f) Counterparts; E-mail Signatures. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and both of which together will constitute one and the same document. This Assignment may be signed electronically in portable document format (“pdf”) and pdf signatures will be binding.

[SIGNATURE PAGE FOLLOWS]

In Witness Whereof, the parties hereto have caused this Assignment to have been executed and delivered as of the Effective Date.

	ASSIGNOR:

	FL MI RE 22, LLC,
	a Michigan limited liability company

	By:	/s/ Tommy Nafso
	Name:	Tommy Nafso
	Its:	Member/manager

	ASSIGNEE:

	ZP RE WOODWARD, LLC
	an Arizona limited liability company

	ZP RE HOLDINGS, LLC
	an Arizona limited liability company

	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Its:	Authorized Person

ACKNOWLEDGED AND AGREED:

SELLER:

By:	/s/ Thomas A. Pearlman
	Thomas A. Pearlman, as trustee of the
	Thomas A. Pearlman Revocable Trust

Exhibit 10.2

LAND CONTRACT

This Contract (the “Contract”) is made on the 30^th day of November, 2022, between THE THOMAS A. PEARLMAN REVOCABLE TRUST U/A/D 6/13/2005, (Seller) whose address is 195 W. Nine Mile RD, STE 110, Ferndale, MI 48220 and FL MI RE 22, LLC, a Michigan Limited Liability Company, (Purchaser), whose address is 40600 Ann Arbor Road East, Suite 201, Plymouth, MI 48170.

Description. Seller agrees to sell and convey to Purchaser land in City of Pleasant Ridge, Oakland County, Michigan, with a street address of 23622 & 23616 Woodward Ave.

Legally described as: Lots 61, 62, 63 and 64 of Woodland Heights Subdivision No. 2, according to the plat thereof as recorded in Liber 10 of Plats, Page 27, Oakland County Records together with all available sub surface and mineral rights, all fixtures, improvements, appurtenances, tenements, hereditaments (the “Premises”), but subject to easements and restrictions of record and zoning laws and ordinances affecting the premises.

Price and Terms. Purchaser agrees to pay to Seller the sum of One Million Nine Hundred Thousand ($1,900,000.00) Dollars, together with interest, as follows:

The sum of Four Hundred Seventy-Five Thousand ($475,000.00) Dollars (down payment) on execution of this Agreement, receipt of which Seller acknowledges, and the remaining principal balance of the purchase price, being One Million Four Hundred Twenty-Five Thousand ($1,425,000.00) Dollars (principal balance) plus interest at the rate of 9 % until paid, in 60 installments as follows:

The sum of Twelve Thousand Eight Hundred Twenty-One ($12,821.00) Dollars (monthly payment), on the 1^st day of each month thereafter until the purchase price and interest are fully paid, provided that the purchase price and all interest will be fully paid on or before December 1, 2028. Both Parties acknowledge that there will be a lump sum due and owing unless previously paid over and above the regular monthly payment. Monthly payments shall begin January 1, 2023.

Any monthly installment not paid within Five (5) days as required hereunder, shall be charged a late fee of Two Hundred Fifty ($250.00) Dollars with an additional charge of Twenty-five ($25.00) for each day thereafter that the payment remains unpaid. This is a service charge and is not interest. Purchaser further agrees and understand that assessment of the late fee does not constitute an election under the contract and that the Seller may pursue any other remedies available in law or equity.

Purchaser may prepay the balance in full, part, at any time without penalty.

All payments of principal and interest will be made to Seller at the address set forth above unless the Seller provides a different address to Purchaser by written notice.

Conveyance. Upon receiving payment in full of all sums owing herein, less the amount then due on any existing mortgage(s) which Purchaser agrees to assume and less State and County transfer tax to be paid at recording, Seller shall cause to be released to the Purchaser or Purchaser’s assigns, a good and sufficient warranty deed conveying title to the Premises, subject to aforesaid restrictions and easements and subject to any then existing mortgage(s) which Purchaser agrees to assume, and free from all other encumbrances, except such as may be set forth here, and except such encumbrances as shall have accrued or attached since the date of this Land Contract through the acts or omissions of persons other than the Seller or his assigns. Seller shall deposit with Birmingham Title a Warranty Deed to be held in Escrow cost to be paid by Purchaser and to be released to Purchaser as provided above.

Possession. Purchaser shall have the right to possession of the premises from and after the date of this Contract, unless otherwise herein provided, and be entitled to retain possession only so long as there is not default on his part in carrying out the terms and conditions of this contract. In the event the premises are vacant or unimproved, the Purchaser shall be deemed to be in constructive possession only, which possessory right shall cease and terminate after service of a notice of forfeiture of this contract.

Purchaser agrees to use, maintain and occupy said premises in accordance with any and all restrictions thereon and also to keep the premises in accordance with all police, sanitary and other regulations imposed by any governmental authority. Possession subject to rights of Tenants and Seller agrees that Purchaser may lease the Premises to one or more Tenants.

Waste. Purchaser shall at all times maintain the Premises in the same condition it was in on the date of possession, reasonable wear and tear excepted, and Purchaser shall not commit or suffer any other person to commit waste or, without the consent of Seller in writing, remove, change, or demolish the improvements on the Premises in a way that may diminish Seller’s security.

Taxes and Assessments. Purchaser shall pay all taxes and special assessments on the Premises that become due and payable after the date of possession and before they become subject to penalties. The Seller shall promptly furnish to the Purchaser all amounts due under this Section and the Purchaser shall pay all taxes and special Assessments as they become due and provide evidence of the payment to Seller on demand.

Insurance. Purchaser agrees to keep all structures now or later on the premises insured against “all risk” property loss or damage in an amount approved by Seller, and to deliver the insurance policies to Seller with evidence that the premium is fully paid. Purchaser shall name Seller and all parties having an interest in the Premises as additional insureds as their interest may appear. Seller may not require insurance in an amount greater than the maximum insurable value of the structures on the Premises as established by an insurance underwriter. In no event shall the insurance amount be less than the balance owed on this Contract.

Insurance Proceeds. If there is loss or damage resulting in insurance payments under a policy described in Section 7, Purchaser may, within 60 days of that loss or damage, notify Seller in writing that Purchaser elects to repair or rebuild the damaged portions of the Premises. The insurance proceeds shall then be used for that purpose. Any proceeds which remain after the repairing or rebuilding (or all of the insurance proceeds if Purchaser elects not to repair or rebuild) shall be used first to cure any existing defaults, and then as a prepayment on the principal balance. Such a prepayment shall not defer the due date of any remaining payments required by this contract. Any insurance proceeds that exceed the Land Contract balance shall be paid to Purchaser.

Insurance or Tax Default. If Purchaser fails to obtain, maintain, or deliver the insurance policies or to pay taxes or special assessments payable by Purchaser, Seller may

pay the insurance premiums, taxes, or special assessments and add them to the unpaid balance on the Contract;

pay the insurance premiums, taxes, or special assessments and treat Purchaser’s failure to pay them as a default.; or

not pay the insurance premiums, taxes, or special assessments and treat Purchaser’s failure to pay them as default.

10.

Seller’s Right to Mortgage. Seller’s right to place a mortgage on the Premises, or to renew or amend any existing mortgage, is subject to the following limitations:

The aggregate amount due on all outstanding mortgages shall not, at any time, be greater than the unpaid principal of this Contract.

The aggregate payments or principal and interest required in any one year under the new or renewal mortgage shall not exceed those required under this Contract.

The mortgage or mortgages shall not be amended to extend the term beyond the length of this Contract.

Seller shall give to Purchaser written notice of the execution of any mortgage or renewal, containing the name and address of the mortgagee, the amount and rate of interest on the mortgage, the due date of payments, and the date of maturity of the principal.

Seller covenants to meet the payments of principal and interest as they mature on any mortgage now or later placed on the Premises and to produce evident of payment to Purchaser on demand.

If Seller defaults on any mortgage, Purchaser has the right to do the acts or to make the payments necessary to cure the default and to be reimbursed by receiving credit to apply on the payments due or to become due on this Contract.

Mortgage shall be first lien on the land superior to the rights of the Purchaser. Purchaser will, on demand, execute and instruments demanded by the Seller, necessary to subordinate the rights of the Purchaser to the lien of any such mortgage(s).

Upon full payment (whether at maturity or prepayment) by Purchaser under this Contract, the proceeds therefrom shall be first applied to the outstanding balance on any mortgage and thereafter shall be disbursed to Seller.

If proceedings are commenced to recover possession or to enforce the payment of such contract or mortgage because of the Seller’s default, the Purchaser may at any time thereafter, while such proceedings are pending, encumber the Premises by mortgage, securing such sum as can be obtained, upon such terms as may be required, and with the proceeds pay and discharge said mortgage, or purchase money lien.

When the Contract payments have reduced the amount due to the amount of the mortgage indebtedness, Purchaser is entitled to demand and to receive the deed specified in this Contract, subject to the mortgage indebtedness Purchaser assumes and agrees to pay. However, if the mortgage by its terms prohibits assumption, Purchaser does not have this right unless agreed upon by the mortgagee.

11.

Enforcement on Default. If Purchaser fails to perform any of the covenants or conditions in the Contract on or before the date on which the performance is required, Seller may:

Give Purchaser a written notice specifying the default that has occurred and inform Purchaser that if the default continues for 45 days after service of the notice, Seller will without further notice declare the entire balance due and payable and foreclose the Contract according to the statues of the State of Michigan, or

Not declare the entire balance due and payable and proceed according to the statutes of the State of Michigan, including but not limited to the right of Seller to declare a forfeiture in consequence of the non payment of any money required to be paid under the Contract or any other breach of the Contract, but if Seller elects to proceed under this subparagraph, Seller shall give Purchaser a written notice of forfeiture specifying the default that has occurred and shall give Purchaser 15 days after service of notice of forfeiture to cure the default.

12.

Assignment. Either party may assign, sell, or convey and interest in this Contract. If permitted to assign, sell, or convey and interest in this Contract, the conveying party shall immediately give written notice to the other party of the action; the notice shall give the name and address of the new party.

Purchaser must obtain Seller’s prior written consent if all or any part of the property or any interest in it is sold or transferred. Consent to such an assignment shall not be unreasonably withheld by Seller. The foregoing notwithstanding, Purchaser may in its discretion assign its interest in the Contract to FL MI RE 22, LLC, a Michigan limited liability company, or another organization majority controlled by the Members of FL MI RE 22, LLC without Seller’s consent, but with written notice to Seller.

No assignment, sale, or conveyance shall release Purchaser from obligations under the provisions of this Contract unless Seller releases Purchaser in writing.

13.

Purchaser’s Acceptance Title/Premises. Purchaser has reviewed a commitment for title insurance covering the Premises, issued by Birmingham Title Insurance Agency and is satisfied with the marketability of the Title. Purchaser has examined the above described Premises and is satisfied with the physical condition of any structure thereon. Seller agrees to deliver to Purchaser, at Seller’s expense, a policy of title insurance, the effective date to be the same date as this Land Contract.

14.

Service of Notices. All notices or demands are sufficient when served.

by personal service on the party or a member of the party’s family or an employee of the party of suitable age and discretion with a request that the notice or demand be personally delivered to the party;

By depositing the notice or demand with the U.S. Postal Service with postage fully prepaid by first-class mail, addressed to the party at the party’s last known address.

15.

Future Financing. No representations have been made by the parties hereto and/or real estate broker(s) as to the future availability of alternative financing which might be required by the Purchaser(s) to fully pay the obligation then owing on said Contract.

16.

Contract Extension. Seller is under no obligation to extend this Contract beyond agree upon termination or to refinance the principal balance beyond said termination date.

It is mutually understood that the monthly installment payments specified in the Contract are not sufficient to fully pay the obligation owing within the term of the Land Contract. T here will be a lump sum payment due Seller upon completion of the term.

17.

Time of Essence. It is understood and agree that time is deemed of the essence of this Contract. Failure of Seller to exercise any right on default of Purchaser shall not constitute a waiver of any rights and shall not prevent Seller from exercising any of its rights on subsequent default.

18.

Binding Effect. The covenants and agreements of this Contract shall bind the heirs, assigns, and successors of the respective parties.

19.

Effective Date. The parties have signed this Contract in duplicate, and it is effective as of the above date.

20.

Seller and Purchaser acknowledge that the state and county transfer tax shall be deducted from the final Land Contract payment or the Balloon Payment, whichever is applicable. Purchaser shall pay Warranty Deed recording fee.

In witness whereof, the Parties have executed this contract and have caused their seals to be affixed hereto the day and year first above written.

(SIGNATURE PAGE TO FOLLOW)

SELLER

Dated:

12/1/22

	THOMAS A. PEARLMAN REVOCABLE TRUST

		/s/ THOMAS A. PEARLMAN
	BY:	THOMAS A. PEARLMAN
	ITS:	TRUSTEE

Acknowledged before me on the 1st day of December, 2022 by THOMAS A. PEARLMAN

STATE OF MICHIGAN )

)SS

. COUNTY OF____________________________________________ )

	Notary Public	/s/ Kimberley M. Carlesimo
		Oakland County, Michigan
	Acting in	Oakland County
	My commission expires:	June 4, 2025

PURCHASER

Dated: ________________________
	FL MI RE 22, LLC

		/s/
	BY:
	ITS:

Acknowledged before me on the 1st day of December, 2022 by Thomas Nafso

STATE OF ARIZONA	)
	)SS
. COUNTY OF MARICOPA	)

	Notary Public	/s/ Benjamin D. Joffe
		Washtenaw County, Arizona
	Acting in	Washtenaw County
	My commission expires:	1/2/2024

Drafted By and When Recorded Return To:
E. CASSELMAN, ESQ 26000
W. 12 MILE RD
SOUTHFIELD, MI 48034

Exhibit 10.3

When recorded, return to:

Zoned Properties, Inc.

8360 E. Raintree Dr., Ste. 230

Scottsdale, Arizona 85260

LAND CONTRACT

This Contract (the “Contract”) is made on the 24th day of February, 2023, between GANGNIER INVESTMENTS LLC, a Michigan limited liability company (“Seller”) whose address is 1332 Anderson Rd, Clawson, MI 48017 and ZP RE MI WOODWARD, LLC, a Michigan limited liability company, (“Purchaser”), whose address is 8360 E. Raintree Dr, Ste. 230, Scottsdale, AZ 85260.

1. Description. Seller agrees to sell and convey to Purchaser land in City of Pleasant Ridge, Oakland County, Michigan, with a street address of 23634 Woodward Ave and Parcel No. 25-27-181-003, legally described as follows (the “Premises”):

Lots 65 and 66, except the part of Lot 66 beginning at the Northwesterly corner of Lot 66, thence Easterly along the North line of said Lot 29.09 feet; thence Westerly along the South face of the building wall 29 feet more or less; thence Northerly along the Easterly line of Woodward Avenue 0.45 of a foot to the point of beginning of Woodward Heights Subdivision No.2, according to the plat thereof as recorded in Liber 10, Page 27 of Plats, Oakland County Records.

2. Price and Terms. Purchaser agrees to pay to Seller the sum of Five Hundred Fifty Thousand ($550,000.00) Dollars, together with interest, as follows:

The sum of One Hundred Twenty Thousand ($120,000.00) Dollars (down payment) on execution of this Agreement, receipt of which Seller acknowledges, and the remaining principal balance of the purchase price, being Four Hundred Thirty Thousand ($430,000.00) Dollars (principal balance) plus interest at the rate of 7% until paid, in 48 monthly installments based on a 15-year amortization, as follows:

The sum of Three Thousand Eight Hundred Sixty-Four Dollars and 96/100 ($3,864.96) (monthly payment), on the 1^st day of each month starting on April 1, 2023 until the purchase price and interest are fully paid, provided that the purchase price, all interest and any other amounts due hereunder will be fully paid on or before March 31, 2027 (the “Maturity Date”). Both Parties acknowledge that there will be a lump sum due and owing unless previously paid over and above the regular monthly payment. Monthly payments shall begin April 1, 2023.

Any monthly installment not paid within Ten (10) days after written notice is received from Seller to Purchaser, shall be charged a late fee of One Hundred ($100.00) Dollars. This is a service charge and is not interest. Purchaser further agrees and understand that assessment of the late fee does not constitute an election under the contract and that the Seller may pursue any other remedies available in law or equity.

Purchaser may prepay the balance in full, part, at any time without penalty. All payments of principal and interest will be made to Seller at the address set forth above unless the Seller provides a different address to Purchaser by written notice.

3. Conveyance. The “Closing” shall be the date this Contract is executed by Purchaser and Seller. Upon full final payment of the principal and interest of this agreement upon the Maturity Date or earlier date in the event of a prepayment, together with all other sums chargeable against Purchaser under this agreement, and upon full performance of the covenants and obligations of Purchaser under this agreement, Seller shall convey the Property by a good and sufficient warranty deed conveying good, indefeasible and marketable fee simple title to the land, subject to easements, rights-of-way, building and use restrictions, and encumbrances and restrictions of record as of the date of this agreement, and free from all other encumbrances except those, if any, that Purchaser agrees to assume and those, if any, that have arisen through the acts or neglect of Purchaser or others holding through Purchaser. Seller agrees to pay any and/or all transfer taxes due and fees, assessed and/or imposed on the recording of the warranty deed (i.e. Revenue stamps, transfer taxes, etc.). Purchaser agrees to pay the recording fees charged by the register of deeds for the recording of the warranty deed. At Closing, Seller shall execute a warranty deed that will be deposited with Birmingham Title Agency, 26000 W. Twelve Mile, Southfield, MI 48034 (“Escrow Agent”) to be held by Escrow Agent and to be released to Purchaser as provided above. The warranty deed shall be recorded by Escrow Agent and released to Purchaser upon the deposit and release of the principal, interest and other charges due by Purchaser under this Contract.

4. Possession. Purchaser shall have the right to exclusive, undisturbed possession of the Premises from and after the date of this Contract, unless otherwise herein provided, and be entitled to retain possession only so long as there is not default on his part in carrying out the terms and conditions of this contract. In the event the premises are vacant or unimproved, the Purchaser shall be deemed to be in constructive possession only, which possessory right shall cease and terminate after service of a notice of forfeiture of this contract. Purchaser agrees to use, maintain and occupy said Premises in accordance with any and all restrictions recorded as a matter of record against the Premises and also to keep the Premises in accordance with all police, sanitary and other regulations imposed by any governmental authority. Seller agrees that Purchaser may lease the Premises to one or more tenants in its sole discretion, but solely on the condition that any such leasehold interest is subordinate to the Seller’s interest in the Premises. Notwithstanding anything contained herein, Seller shall have up to 30 days following the Closing to remove the miscellaneous office furniture stored within the Premises at the time of the Closing, at no cost to Purchaser.

5. Waste. Purchaser shall at all times maintain the Premises in substantially similar condition it was in on the date of possession, reasonable wear and tear excepted, and Purchaser shall not commit or suffer any other person to commit waste or, without the consent of Seller in writing, remove, change, or demolish the improvements on the Premises in a way that may diminish Seller’s security.

6. Taxes and Assessments. Purchaser shall pay or cause to be paid all taxes and special assessments on the Premises that become due and payable after the date of possession and before they become subject to penalties. The Seller shall promptly furnish to the Purchaser all amounts due under this Section and the Purchaser shall pay all taxes and special Assessments as they become due.

7. Insurance. Purchaser shall obtain and keep in force fire, liability and extended coverage insurance, that complies with Federal, State, or local laws, ordinances and/or regulations, in Purchaser and Seller’s names covering the Premises and personal property thereon, with a loss payable clause or other endorsement making the proceeds payable to Seller and Purchaser for their respective interests, with insurer’s endorsements, including an agreed amount endorsement, satisfactory to Seller in an amount not less than the replacement cost of the improvements on the Premises and personal property thereon. Purchaser shall deliver to Seller copies of the insurance policies and proof of payment of the premiums within fifteen (15) days of the receipt of the policy or payment of the premium.

8. Disposition of Insurance Proceeds. In the event of loss, Purchaser shall give prompt notice to the insurance carrier and Seller. Seller may make proof of the loss if such proof is not made promptly by Purchaser. Unless Seller and Purchaser otherwise agree in writing, the insurance proceeds shall be paid to the parties jointly and shall be applied to the restoration or repair of the damaged Premises and personal property, if the restoration or repair can be completed for the amount of the insurance proceeds, and the repaired property will exceed in value the amount of the insurance proceeds. If the restoration or repair cannot be completed for the amount of the insurance proceeds, or if the repaired property will not exceed in value the amount of the insurance proceeds, then at the sole discretion of Purchaser, Purchaser may elect to apply the insurance proceeds to the principal and accrued interest and all other amounts owed under this agreement, whether or not then due, with any excess paid to Purchaser, or apply the insurance proceeds to the restoration or repair of the damaged Premises and personal property. Unless Seller and Purchaser otherwise agree in writing, any application of proceeds to the principal shall not extend or postpone the due date of any monthly payment referred to in paragraph 2 above or change the amount of any payment.

9. Seller’s Right to Mortgage. Seller’s right to place a mortgage on the Premises, or to renew or amend any existing mortgage, is subject to the following limitations:

The aggregate amount due on all outstanding mortgages shall not, at any time, be greater than the unpaid principal of this Contract.

The aggregate payments or principal and interest required in any one year under the new or renewal mortgage shall not exceed those required under this Contract.

The mortgage or mortgages shall not be amended to extend the term beyond the length of this Contract.

Seller shall give to Purchaser written notice of its intent to execute any mortgage, amendment or renewal, containing the name and address of the mortgagee, the amount and rate of interest on the mortgage, the due date of payments, and the date of maturity of the principal (the “Financing Notice”). Purchaser shall have the right to approve or deny the intended financing stated in the Financing Notice within 30 days after the Financing Notice date and Purchaser’s failure to timely respond to the Financing Notice shall be deemed Purchaser’s approval of such financing; provided, however, that in no event shall any acceptance, rejection or lack of response from Purchaser prejudice Purchaser’s rights and the restrictions of Seller under this Section 9.

Seller covenants to meet the payments of principal and interest as they mature on any mortgage now or later placed on the Premises and to produce evident of payment to Purchaser on demand.

10. Enforcement on Default. If Purchaser fails to perform any of the covenants or conditions in the Contract on or before the date on which the performance is required, Seller may:

Give Purchaser a written notice specifying the default that has occurred and inform Purchaser that if the default continues for 30 days after service of the notice, Seller will without further notice declare the entire balance due and payable and foreclose the Contract according to the statutes of the State of Michigan, or

Not declare the entire balance due and payable and proceed according to the statutes of the State of Michigan, including but not limited to the right of Seller to declare a forfeiture in consequence of the non payment of any money required to be paid under the Contract or any other breach of the Contract, but if Seller elects to proceed under this subparagraph, Seller shall give Purchaser a written notice of forfeiture specifying the default that has occurred and shall give Purchaser 30 days after service of notice of forfeiture to cure the default.

11. Assignment. Either party may assign, sell, or convey and interest in this Contract; provided, however, the conveying party shall promptly give written notice to the other party of the action. The notice shall give the name and address of the new party.

12. Service of Notices. All notices or demands are sufficient when served.

By personal service on the party or a member of the party’s family or an employee of the party of suitable age and discretion with a request that the notice or demand be personally delivered to the party;

By depositing the notice or demand with the U.S. Postal Service with postage fully prepaid by first-class mail, addressed to the party at the party’s last known address.

13. Future Financing. No representations have been made by the parties hereto and/or real estate broker(s) as to the future availability of alternative financing which might be required by the Purchaser(s) to fully pay the obligation then owing on said Contract.

14. Time of Essence. It is understood and agree that time is deemed of the essence of this Contract. Failure of Seller to exercise any right on default of Purchaser shall not constitute a waiver of any rights and shall not prevent Seller from exercising any of its rights on subsequent default.

15. Binding Effect. The covenants and agreements of this Contract shall bind the heirs, assigns, and successors of the respective parties.

16. Effective Date. The parties have signed this Contract in counterparts, and it is effective as of the above date.

17. Seller and Purchaser acknowledge that the state and county transfer tax shall be deducted from the final Land Contract payment or the balloon payment, whichever is applicable. Purchaser shall pay the Warranty Deed recording fee.

18. Purchaser’s Acceptance of Title and Premises. The Premises and improvements will be sold to Purchaser “AS IS” without any representations or warranties being made as to the quality or condition of the Premises by Seller or its intended use by Purchaser, who has solely relied on its own investigation, experience and discretion in acquiring the Premises. The Premises shall be offered subject to conditions, restrictions, rights-of-way, easements, and reservations, if any, of record as reflected in the “marked-up” title commitment/policy generated by the Title Company at the Closing.

19. Indemnification. Except for those clams, demands, costs, liabilities, penalties or damage that were caused by or arising from the acts or omissions of Seller, its employees or agents, Purchaser hereby agrees to indemnify, defend, save and hold Seller harmless from and against any and all costs, damages, expenses (including, without limitation, legal expenses and reasonable attorneys’ fees), fines (both civil and criminal) and liabilities suffered or incurred by any of the Seller arising out of, as a result of, or in connection with any claims, demands, causes of action and actions, suits, rights asserted, liabilities and damages, whatsoever, whether in law or in equity, made or incurred by any party whatsoever in from events arising from or related to Purchaser’s possession and use of the Premises and/or in connection with the entry by Purchaser onto the Premises or the work to be performed by Purchaser in connection with such entry.

20. JURY TRIAL WAIVER. SELLER AND PURCHASER IRREVOCABLY AND UNCONDITIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN ANY ACTION, INCLUDING ANY CLAIM, COUNTERCLAIM, CROSS-CLAIM OR THIRD-PARTY CLAIM (“CLAIM”), THAT IS BASED UPON, ARISES OUT OF, OR RELATES TO THIS AGREEMENT

(SIGNATURE PAGE TO FOLLOW)

In witness whereof, the Parties have executed this contract and have caused their seals to be affixed hereto the day and year first above written.

	SELLER:

	GANGNIER INVESTMENTS LLC
	a Michigan limited liability company

	By:	/s/
	Name:
	Its:

CERTIFICATE OF ACKNOWLEDGMENT

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of _________________________

County of ________________________

On ___________________ before me, ______________________________________ personally appeared _____________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Michigan that the foregoing paragraph is true and correct

WITNESS my hand and official seal.

Signature

/s/

(Seal)

	PURCHASER:

	ZP RE MI WOODWARD, LLC
	a Michigan limited liability company

	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Its:	Authorized person

CERTIFICATE OF ACKNOWLEDGMENT

State of Arizona

County of Maricopa

On ___________________ before me, personally appeared Bryan McLaren, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of Arizona that the foregoing paragraph is true and correct

WITNESS my hand and official seal.

Signature

/s/

(Seal)

Exhibit 99.1

Zoned Properties Acquires Cannabis Retail Investment Property in Michigan for

$4.3 Million with Absolute-Net Lease in Place with NOXX Cannabis

Acquisition Diversifies Investment Portfolio and Produces 13.5% Cap Rate over the Life of the Lease Term

SCOTTSDALE, Ariz., March 02, 2023 /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 that the Company has acquired an investment property in Pleasant Ridge, Michigan (the “Investment Property”) and entered into a long-term, absolute-net lease agreement with NOXX Cannabis to operate a Retail Dispensary.

“We are thrilled to announce this significant transaction, which marks our entry into Michigan as an investor in real estate. This deal has given us the chance to add a strong, established operator in a desirable market, while diversifying our portfolio. This is an illustration of Zoned Properties adding a fantastic asset and tenant partner to our property investment portfolio by utilizing our value-add investment approach and injecting direct-to-consumer real estate targets into our pipeline,” commented Bryan McLaren, Chief Executive Officer of Zoned Properties. “We are excited to strengthen our partnership with NOXX Cannabis and their executive team.”

Transaction Highlights

●

Zoned Properties has acquired the Investment Property in Pleasant Ridge, Michigan that has been entitled and permitted as a Cannabis Retail Dispensary.

●

The Investment Property was acquired for $4.3 Million, including $1.85 Million in seller financing, which allowed Zoned Properties to further leverage its capital stack at attractive rates.

●

The Investment Property is leased to NOXX Cannabis under a long-term, absolute-net lease agreement, which will produce an approximate 13.5% Cap Rate when straight-lined over the term of the lease agreement. The lease includes 3% annual increases in base rent over the life of the lease term, yielding approximately $580,000 in annual base rental revenue when straight-lined over the life of the lease term.

About NOXX

NOXX is a Michigan-based vertical cannabis company providing the best brands at the best prices, through innovation, quality, and inclusivity. From an omnichannel perspective across retail, wholesale, ecommerce and delivery, NOXX offers an unmatched experience meeting customers where they want to shop. The leadership team’s extensive history in executive management combined with deep cannabis market knowledge translates to elevated consumer experiences grounded in authenticity. Named for a friendly being from another galaxy on a mission to create a more inclusive world through the power of cannabis, NOXX and its house of brands provide exceptional cannabis flower, pre-rolls, concentrates and other cannabis products at dispensaries across the state. Learn more at NOXX.com.

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

Zoned Properties is a leading real estate development firm for emerging and highly regulated industries, including regulated 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.

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.

Investor Relations

Zoned Properties, Inc.

Bryan McLaren

Tel (877) 360-8839

Investors@zonedproperties.com

STATE OF MICHIGAN	)
	)SS
. COUNTY OF____________________________________________	)