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 28, 2023

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Regulation FD Disclosure.

On March 28, 2023, Zoned Properties, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2022. 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.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 2.02, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

Beginning March 28, 2023, the Company’s management will deliver the investor presentation attached hereto as Exhibit 99.2 and incorporated herein by reference. The information contained in any website is not a part of this Current Report on Form 8-K.

In accordance with General Instruction B.2 of Form 8-K, the information included in this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by the registrant on March 28, 2023.
99.2		Investor presentation to be delivered by management of the registrant.
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 28, 2023	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

Exhibit 99.1

Zoned Properties Reports Fourth Quarter and Full-Year 2022 Financial Results

Cash Flow Provided by Operations Growth of 78% and Revenue Growth of 46% in 2022 Year over Year

National Real Estate Services Infrastructure Fuels Pipeline for New Property Investments

SCOTTSDALE, Ariz., March 28, 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 its financial results for the fourth quarter and year ended December 31, 2022.

Financial Highlights:

	●	Revenues were $2.66 million for the year ended December 31, 2022, compared to revenues of $1.82 million for the year ended December 31, 2021, representing an increase of 46%.

	●	Operating expenses were $2.77 million for the year ended December 31, 2022, compared to $1.78 million for the year ended December 31, 2021, representing an increase of 56%.

	●	Cash provided by operating activities was $871,901 for the year ended December 31, 2022, compared to $489,257 for the year ended December 31, 2021, representing a 78% increase.

	●	This is the Company’s sixth year reporting positive cash flow from operations.

	●	Revenues were $607,749 for the quarter ended December 31, 2022, compared to $537,211 for the quarter ended December 31, 2021.

	●	Operating expenses were $671,751 for the quarter ended December 31, 2022, compared to $535,345 for the quarter ended December 31, 2021.

	●	The Company reported a net loss of $574,355 for the year ended December 31, 2022, as compared to a net loss of $165,819 for the year ended December 31, 2021.

●

The Company had cash on hand of $4.34 million as of December 31, 2022, compared to cash on hand of $842,115 as of September 30, 2022.

Management Commentary:

“Following the recent acquisition of our investment property in Michigan producing a straight-line effective cap rate of 13.5%, Zoned Properties has reached a significant inflection point in our business. We are confident that we can continue to actively invest capital in a manner that is both diligent and accretive in 2023 so that we can start scaling our one-of-a-kind commercial real estate investment model,” said Bryan McLaren, Chief Executive Officer of Zoned Properties. “The Company is constantly expanding its acquisition pipeline, and our team continues to cultivate national relationships to provide access to healthy capital, both of which will continue to fuel expansion aspirations. We believe that the aim and value proposition of Zoned Properties has never been stronger than it is today, with the Company delivering commercial real estate solutions to stakeholders in the regulated cannabis market. We are offering cannabis business owners and entrepreneurs an opportunity to discover an entry-point into the market for legal cannabis. During 2022, we were successful in expanding our executive management team and onboarding a highly skilled group of professionals to bolster our national expansion plans.”

“We believe that Zoned Properties is well positioned for strong growth and scalability as a result of the consistent, passive revenue that we derive from our property investment portfolio, as well as the clear roadmap that will allow us to expand into state-cannabis markets around the country. These opportunities for expansion are a direct result of our team’s participation in hundreds of regulated projects across the nation. We were able to provide value for these projects because we have established a real estate ecosystem that provides a comprehensive selection of commercial real estate services. We would like to thank all of our shareholders, stakeholders, customers, and partners for putting their faith in Zoned Properties, and we will continue to work hard every day to create value.”

Operational Highlights:

●

Zoned Properties has established a national network for its Commercial Real Estate Services, opening Zoned Properties Brokerage offices in Arizona, Alabama, Florida, Mississippi, and Missouri; and engaging advisory clients to provide cannabis real estate solutions across dozens of state cannabis markets.

●

In January 2022, Zoned Properties and its tenant at the Company’s Chino Valley facility completed a Fourth Amendment to its Lease Agreement, whereby the operational square footage of the property increased to 97,312 square feet and the base rent under the lease increased to $87,581 monthly or $1.05 million annually; representing a 167% increase to the annual base rent at the property. The Chino Valley tenant completed over $8.0 million in capital improvements at the property. Any additional expansion to the operational square footage at the 47 acre property will increase rent at a rate of $0.90 per square foot annually.

●

In November 2022, Zoned Properties finalized a deal at its Tempe, Arizona facility to transfer operational control and tenancy to a subsidiary of Green Dot Labs, bringing a strong, diversified tenant into its portfolio. As consideration for approving the transaction, Zoned Properties received a one-time cash payment of $300,000 and a commitment from the tenant to invest no less than $3.0 million in capital improvements at the property.

●

In December 2022, the Company secured a competitive debt facility for $4.5 million at a fixed interest rate of 7.65% over a 10-year loan term. The capital was secured as a 50% loan-to-value against its Tempe property. Zoned Properties intends to use the capital specifically for new property acquisitions to grow its Property Investment Portfolio. The Company has been cash-flow positive from operations for 6 years.

Subsequent Highlights:

	●	In March 2023, Zoned Properties announced the completion of its acquisition of an investment property in Pleasant Ridge, Michigan that has been permitted to be a cannabis retail dispensary. The investment property was acquired for $4.30 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 a 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.

	●	The Company intends to deploy the remainder of its secured debt-capital into similar property acquisition transactions to continue growing its Property Investment Portfolio.

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

[email protected]

www.zonedproperties.com

Exhibit 99.2

March 2023 Corporate Presentation OTCQB: ZDPY www. ZonedProperties .com

2 Safe Harbor Statement This presentation contains forward - looking statements . All statements other than statements of historical facts included in this press release are forward - looking statements . In some cases, forward - looking statements can be identified by words such as "believe," "expect," "anticipate," "plan," "potential," "continue" or similar expressions . Such forward - looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward - looking statements . These factors, risks and uncertainties are discussed in the Company's filings with the Securities and Exchange Commission . Investors should not place any undue reliance on forward - looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company's control which could, and likely will, materially affect actual results, levels of activity, performance or achievements . Any forward - looking statement reflects the Company's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity . The Company assumes no obligation to publicly update or revise these forward - looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward - looking statements, even if new information becomes available in the future . COVID - 19 Statement In March 2020 , the World Health Organization declared COVID - 19 a global pandemic and recommended containment and mitigation measures worldwide . The Company is monitoring this closely, and although operations have not been materially affected by the COVID - 19 outbreak to date, the ultimate duration and severity of the outbreak and its impact on the economic environment and our business is uncertain . Currently, all of the properties in the Company’s portfolio are open to its Significant Tenants and will remain open pursuant to state and local government requirements . To date, the Company has not experienced and does not foresee in 2023 , any material changes to its operations from COVID - 19 . The Company’s tenants are continuing to generate revenue at its properties, and they have continued to make rental payments in full and on time and we believe the tenants’ liquidity position is sufficient to cover their expected rental obligations . Accordingly, while the Company does not anticipate an impact on its operations, it cannot estimate the duration of the pandemic and potential impact on its business if the properties must close or if the tenants are otherwise unable or unwilling to make rental payments . In addition, a severe or prolonged economic downturn could result in a variety of risks to the Company’s business, including weakened demand for its properties and a decreased ability to raise additional capital when needed on acceptable terms, if at all . Forward - Looking Statements

Company Philosophy 3 Our Mission To provide a full - spectrum of Real Estate Services for the Regulated Cannabis Industry, positioning the Company for Real Estate Investments & Revenue Growth. Our Vision To Integrate Legacy Cannabis into Modern Communities through Real Estate Development Projects. Our Values Sophistication | Safety | Sustainability | Stewardship

Table of Contents I. Company Overview II. Revenue Divisions III. Market Landscape IV. Financial Performance V. Executive Management VI. Capital Structure VII. Investment Thesis 4

Company Overview

6 Investment Portfolio Commercial real estate leased to licensed cannabis operators, currently consists of properties in Arizona & Michigan focused on growth toward direct - to - consumer real estate Commercial Brokerage The Company’s fully licensed, in - house brokerage team is expanding nationally to service sale and lease transactions for the cannabis real estate market Property Technology (PropTech) The Company’s innovative, home - grown tech tool (REZONE) is the Company’s flagship PropTech project, visualizing complex zoning conditions in localities across the country Site Identification Advisory The Company’s consulting division works nationally at identifying, developing, and delivering qualified cannabis commercial real estate opportunities A legacy company focused on regulated cannabis real estate, Zoned Properties, Inc . ( OTCQB : ZDPY ) offers a full - spectrum of commercial real estate services and a property investment portfolio focused on the legalized cannabis industry . Founded in 2014 , Zoned Properties has spent the last decade developing an intricate knowledge of the local, state, and regional zoning and permitting requirements that impact localities across the country, making Zoned Properties a hub for members of the cannabis and/or commercial real estate industries looking to buy, sell, or invest in the commercial cannabis real estate market . Company Overview

7 Zoned Properties has created an ecosystem of complimentary real estate services designed to facilitate new business, generate new acquisition opportunities, and strengthen the Company’s position as a hub within the cannabis industry . Property Technology Platform • Rezone software provides an unprecedented value to commercial real estate developers and contractors • Rezone’s software will cover all 50 states, enabling the Zoned Properties to access a national client base without the expense of opening offices in every market • Rezone to be released as a subscription service in 2023 Site Identification Advisory • Since launching in Q2 of 2019, the Company has identified hundreds of qualified cannabis sites across dozens of states, assisting 50+ clients • Zoned Properties’ advisory services rely on a best - in - class management, further strengthened by the power of the Company’s PropTech - Stack • Since launching in Q2 of 2021, Zoned has opened brokerage offices in 5 states and formed brokerage partnerships providing access to over a dozen states • Zoned Properties Brokerage has closed over $72MM worth of deals and has been engaged for sale and lease projects across 8 state markets Commercial Brokerage • Zoned Properties’ portfolio of commercial cannabis real estate • Zoned Properties uses its full - service business model and national scale to attract and convert clients and partners to tenancy with some of the industry’s top, most reputable brand operators Investment Portfolio Scalable Business Model

Revenue Divisions

9 Tempe, AZ Chino Valley, AZ Green Valley, AZ Kingman, AZ Pleasant Ridge, MI Total Current Use Cultivation Cultivation Dispensary Dispensary Dispensary Lease End Date April 2040 April 2040 April 2040 April 2040 March 2037 Land Area (SQF) 158,772 2,072,149 57,769 13,939 24,306 2,326,935 Rentable Building Area (SQF) 60,000 97,312 1,440 1,497 17,192 177,441 Annual Base Rent Revenue* $610,053** $1,050,970 $42,000 $48,000 $579,567 $2,330,590 Annualized Base Rent PSF* $10.17** $10.80 $29.17 $32.06 $33.06 $13.13 Total Lifetime Rent Remaining $10,300,748** $18,216,808 $728,000 $832,000 $8,307,124 $38,384,680 The Company’s real estate development services have been intentionally positioned and designed to feed a strong pipeline of acquisition targets to its Investment Portfolio, currently consisting of five properties in Arizona and Michigan expected to produce over $2.3mm of annual rental revenue in FY2023. Investment Portfolio Properties MI AZ Investment Portfolio *Figures are calculated as Straight - Line Accounting per GAAP **Includes Rent from an on - site Commercial Antenna Lease

10 Direct to Consumer (DTC) Real Estate Strategy Warehouse / Logistics Delivery Hubs Retail Dispensaries Investment Portfolio Metrics Portfolio Strategy & Metrics Lease Occupancy Rate 100% Leased Average Lease Term 15 Years Portfolio Value at 7.5% Cap Rate Annual Rental Revenue* $2.3 Million YoY Rental Revenue Growth* 42% Growth $31 Million *Figures are calculated as Straight - Line Accounting per GAAP

11 Development Project for future dispensary property located in Pleasant Ridge, Michigan. The Investment Property was acquired through multiple parcel transactions in December 2022 & February 2023 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. NOXX Cannabis is a Michigan - based vertical cannabis company providing the best brands at the best prices, through innovation, quality, and inclusivity. Project Highlights Artist’s rendering (front) Artist’s rendering (rear) Recent Transaction Spotlight

12 National Footprint Property Technology • Zoned Properties has opened in - house brokerage offices in 5 state markets and is actively recruiting new Boots - on - the - Ground teams in new state markets to capture national opportunities • Additional regional partnerships can provide Zoned Properties Brokerage access to dozens of new state markets • Our competitive positioning is fortified by combining both third - party & in - house CRE property technology to continuously evolve our proprietary tech - stack • We use our PropTech solutions to inform clients on unique acquisition & leasing opportunities as a result of changes in local zoning and permitting regulations Since 2021, Zoned Properties Brokerage has closed over $72 million of commercial real estate deals for clients. Marketing Capabilities • The Company has established relationships and partnerships with some of the leading online marketing and listing services for cannabis commercial real estate • Our Commercial Brokerage also has the capability to directly showcase cannabis properties throughout the Zoned Properties national network Commercial Brokerage

The Company’s Advisory team combines decades of commercial real estate experience with proprietary Property Technology that works to identify sites that can be specifically zoned , permitted , and developed for commercial cannabis uses. 13 Site Identification Advisory Zoning & Permitting x Municipal zoning, regulatory, and permitting review x Custom GIS Mapping solutions x Complex project development Codes & Regulations x State and municipal regulatory development requirements x Variable regulatory monitoring x Client liaison with Design/AEC Strategy & Planning Our advisors focus on the unique details of each client project in order to: x Advise on strategy for project delivery success x Assess projects risks and development plans The Zoned Properties team has successfully guided hundreds of commercial cannabis projects across dozens of state markets . Site Identification & Advisory Services

14 Property Technology • Zoned Properties’ innovative home - grown tool, REZONE , visualizes decades of zoning and permit conditions in cities and townships across the country . • The volume, quality, and breadth of the cannabis real estate data included in REZONE is unparalleled, providing Zoned Properties with unique competitive position within the cannabis industry . • The Company expects to begin monetizing the platform in 2023 . • Zoned Properties has invested $50,000 in AnamiTech, alongside the launch of its flagship PropTech platform, GreenSpace Pro , that has focused its property technology platform on project management tools and solutions for the cannabis operators, regulators, and project teams. • GreenSpace Pro platform utilized in over 100 locations across various state markets by major cannabis brands including Cookies, Embarc, and Stiiizy Real estate industry experts believe that Property Technology (PropTech) will become a significant driver of growth and scale in highly regulated real estate marketplaces, especially the legalized cannabis industry .

Market Landscape

16 $ 38.8 B Current Industry Size (1) 35 % Industry Growth (2020 - 2021) (1) 91% of Adults Support Legalization (2) 37 States with Cannabis Legalization 11,022 Dispensary Licenses as of January 2023 (3) 16% of All US Adults Smoke Marijuana (4) 11.8% Projected Industry CAGR (5) 40,000 US Localities that Govern Cannabis Regulations Bullish Industry Environment (1) MJBizDaily (2) Pew Research Center (3) Cannabiz Media (4) Gallup (5) IBIS

17 The Cannabis industry has seen unprecedented geographic growth within the last 15 years. As of January 2023, 37 states and the District of Columbia have approved the legalization and regulation of cannabis programs at the state level; either medicinally, recreationally, or in a limited capacity (i.e., CBD with THC). Geographic Industry Expansion State Adoption (1) Dispensaries Annual Industry Sales Public Approval (2) 11 <500 n/a 32% 23 954 (4) $3.1 Billion (3) 53% 37 11,022 (5) $38.8 Billion (3) 91% 40 >15,000 $57.0 Billion (6) 93% 2010 2015 2023 2030 (Est.) (1) DISA (2) Pew Research Center (3) MJ Biz Daily (4) CNBC (5) Cannabis Media (6) Forbes

Financial Performance

$0.3 $0.3 $0.5 $0.6 $0.1 $0.1 $0.1 $0.5 $0.0 $0.1 $0.2 $0.3 $0.4 $0.5 $0.6 $0.7 Q4 2019 Q4 2020 Q4 2021 Q4 2022 Total Revenue Cash Flow from Operations Quarterly Performance (Q4 2022) 19 Total Revenue & Cash Flow from Operations 40.6% increase in Property Investment Portfolio revenue segment (YoY) 13.1% increase in Total Revenue (YoY) 367.7% increase in Cash Flow from Operations (YoY) 263.8% increase in Net Cash Position at Year - End (YoY) Financial Highlights Secured $4.5mm Debt Facility in Q4 2022, with 7.65% fixed Interest Rate on 10 - Year Term Added Green Dot Labs to tenant roster in Arizona at the Company’s existing Tempe Property Added NOXX Cannabis to tenant roster in Michigan at the Company’s new Pleasant Ridge Property Operational Highlights (Figures In Millions)

$1.3 $1.2 $1.8 $2.7 $0.3 $0.2 $0.5 $0.9 $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 2019 2020 2021 2022 Total Revenue Cash Flow from Operations 20 Annual Performance (FY2022) Total Revenue & Cash Flow from Operations 42.4% increase in Property Investment Portfolio revenue segment (YoY) 46.1% increase in Total Revenue (YoY) 54.5% increase in Real Estate Services revenue segment (YoY) 78.2% increase in Cash Flow from Operations (YoY) Financial Highlights Opened access to Capital Sources for prospective Property Acquisitions & Revenue Growth Diversified Property Investment Portfolio, increasing Annual Rental Revenue to >$2.3 Million Focused on Talent Acquisition to support growing team and national operations expansion Operational Highlights (Figures In Millions)

Executive Management

Executive Management 22 Mr . McLaren has a strong professional background in the social, economic, and environmental development of complex business organizations . Over his professional career, he has successfully implemented large - scale projects for corporate and community organizations . Mr . McLaren has been certified as a Licensed REALTOR, Green Roof Professional, LEED Green Associate, and is an active Forbes Contributor as part of the Forbes Real Estate Council . Prior to his role at Zoned Properties, Mr . McLaren worked as a Sustainability Consultant for Waste Management where he led the strategic development and operational implementation of zero - waste programs for Higher Education clients . Sustainable development has been a life - long passion for Mr . McLaren, who strives to create a global impact by forging a strong foundation for principles of sustainability in emerging industries . Mr . Blackwell has served as our Chief Operating Officer since July 1 , 2021 , and as our President since July 1 , 2022 . Prior to his appointment to these positions and since September 2020 , Mr . Blackwell served as our Director of Business Development . From December 2018 until June 2021 , Mr . Blackwell also served as President of Daily Jam Holdings LLC . From January 2016 to December 2018 , he served as Vice President of Due North Holdings LLC . Prior to joining the Company, Mr . Blackwell developed domestic and international markets for Kahala Brands, a global franchise organization with more than 3 , 000 retail locations in over a dozen countries . He also led emerging brand and portfolio operations for several private equity groups investing in the restaurant franchise space . Mr . Blackwell earned his B . A . in Finance from Fort Lewis College . Berekk Blackwell | President & Chief Operating Officer Bryan McLaren, MBA | Chairman of the Board, Chief Executive Officer & Chief Financial Officer Mr . Gauthier has served as our Chief Legal Officer, Chief Compliance Officer, and Corporate Secretary since July 1 , 2022 . Mr . Gauthier has an extensive background in a range of real estate transactions, including acquisition, development, financing, leasing, and syndication, and business transactions, including mergers and acquisitions, joint ventures, corporate governance, general counsel and regulated cannabis . Prior to joining the Company, Mr . Gauthier’s private practice included representation of a broad range of real estate developers, private and public homebuilders, businesses of all sizes, banks and lending institutions, and more . Mr . Gauthier holds a Juris Doctor degree from the Sandra Day O’Connor College of Law, Arizona State University, where he was a Pedrick Scholar and an articles editor of Jurimetrics : The Journal of Law, Science, and Technology . Daniel Gauthier, JD | Chief Legal Officer & Chief Compliance Officer

Capital Structure

24 Capital Structure Common Shares Outstanding* Cash on Hand** Market Capitalization*** Total Cash Flow from Operations** Total Inside Beneficial Ownership* 12.2MM $4.3MM $9.2MM $871.9K 21% Zoned Properties (OTCQB: ZDPY) Capital Markets Profile * Publicly disclosed metrics as of March 28, 2023 ** Financial Statement metrics filed as of December 31, 2022 *** Market Cap as of December 31, 2022 (Closing Price of $0.75 x 12,201,548 S/O = $9,151,161)

Investment Thesis

26 Property Investment Portfolio Generating >$2.3 Million Passive Rental Revenue (Annually) Focused on Direct - to - Consumer commercial real estate investments within the regulated cannabis industry Competitive Positioning with Access to Unique Pipeline of New Property Acquisitions Zoned Properties has developed an integrated business model that fuels a strong pipeline for property investments. Non - plant Touching Company in the High Growth Emerging Cannabis Industry The commercial cannabis industry topped $38 billion in 2022, with analysts expecting the industry to reach $57 billion by 203 0 Scalable Growth Model with 8 Years of Publicly Audited Company Financials & Reporting Tight capital structure & operating cash - flow, number of shares outstanding has remained the same since 2018 at 12,201,548 Increasing Ability to Access Capital with Strong Reputation Newly established Banking Relationships & Capital Broker Partnerships. In 2022, Secured $4.5mm debt facility @ 7.65%. Investment Thesis

Company Contact Information 27 Bryan McLaren Chairman, CEO, & CFO Zoned Properties, Inc. | Scottsdale, AZ www.ZonedProperties.com Tel 647.480.1560 | [email protected]