UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 14A

__________________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

ZONED PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)

_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ZONED PROPERTIES, INC.
8360 E. Raintree Drive, #230
Scottsdale, AZ 85260

July [•], 2026

To the Holders of Zoned Properties, Inc. Common Stock and Preferred Stock:

I am pleased to extend this invitation to attend a Virtual Special Meeting of Stockholders (the “Special Meeting”) of Zoned Properties, Inc. (“Zoned Properties” or the “Company”) to be held at 10:00 a.m., Pacific time, on [•], September [•], 2026. You may attend the Special Meeting, vote and submit a question during the Special Meeting by visiting www.virtualshareholdermeeting.com/ZDPY2026SM. You will need to provide your 16-digit control number that is on your proxy card. The attached notice of Special Meeting and proxy statement describe the matters to be presented at the Special Meeting and provide information about us that you should consider when you vote your common shares and preferred shares.

The principal business of the Special Meeting will be:

1.      To consider and vote on a proposal to approve the sale of the rights, title, and interest in and to the Company’s business, as described in the Company’s filings with the Securities and Exchange Commission, and the assets, properties, and rights of the Seller Parties (defined below), other than the excluded assets, which represents the sale of substantially all of the assets of Zoned Properties pursuant to the terms of an Asset Purchase Agreement, dated as of January 15, 2026 (as it may be amended, supplemented or modified from time to time, the “MBO APA”), by and among Zoned Properties, Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, ZP RE Holdings, LLC, and BPB Partners, LLC and the other transaction documents related thereto (the “Asset Sale”), and adopt the MBO APA;

2.      To consider and vote on a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers that is based on or otherwise relates to the Asset Sale; and

3.      To consider and vote on a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

We hope you will be able to virtually attend the Special Meeting. Whether you plan to attend the Special Meeting or not, it is important that your shares are represented. Therefore, when you have finished reading the proxy statement, you are urged to complete, sign, date and return the enclosed proxy card, or respond via Internet or telephone, promptly in accordance with the instructions set forth on the proxy card. This will ensure your proper representation at the Special Meeting, whether or not you can attend virtually.

ZONED PROPERTIES, INC.
8360 E. Raintree Drive, #230
Scottsdale, AZ 85260

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER [•], 2026

To the Holders of Zoned Properties, Inc. Common Stock and Preferred Stock:

NOTICE IS HEREBY GIVEN that Zoned Properties, Inc., a Nevada corporation (“Zoned Properties” or the “Company”), will be holding a Virtual Special Meeting of Stockholders (the “Special Meeting”) on [•], September [•], 2026 at 10:00 a.m., Pacific time, at www.virtualshareholdermeeting.com/ZDPY2026SM for the following purposes, which are described more fully in the accompanying proxy statement:

1.      To consider and vote on a proposal to approve the sale of the rights, title, and interest in and to the Company’s business, as described in the Company’s filings with the Securities and Exchange Commission, and the assets, properties, and rights of the Seller Parties (defined below), other than the excluded assets, which represents the sale of substantially all of the assets of Zoned Properties pursuant to the terms of an Asset Purchase Agreement, dated as of January 15, 2026 (as it may be amended, supplemented or modified from time to time, the “MBO APA”), by and among Zoned Properties, Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, ZP RE Holdings, LLC, and BPB Partners, LLC and the other transaction documents related thereto (the “Asset Sale”), and adopt the MBO APA;

2.      To consider and vote on a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers that is based on or otherwise relates to the Asset Sale; and

3.      To consider and vote on a proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

The proxy statement accompanying this Notice describes these items more fully.

Only holders of record of shares of our common stock and preferred stock at the close of business on July 15, 2026 are entitled to vote at the Special Meeting or any postponements or adjournments of the Special Meeting.

YOUR VOTE IS IMPORTANT. PLEASE READ THE PROXY STATEMENT AND VOTE BY FOLLOWING THE VOTING INSTRUCTIONS SENT TO YOU.

TABLE OF CONTENTS

ZONED PROPERTIES, INC.
8360 E. Raintree Drive, #230
Scottsdale, AZ 85260

PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER [•], 2026

This proxy statement contains information related to the Virtual Special Meeting of Stockholders (the “Special Meeting”) of Zoned Properties, Inc. (the “Company,” “Zoned Properties,” “we,” “us,” and “our”) to be held on [•], September [•], 2026 at 10:00 a.m., Pacific time, at www.virtualshareholdermeeting.com/ZDPY2026SM, and any postponements or adjournments of the Special Meeting. We first mailed, or made available on the Internet, these proxy materials to holders of our common stock, par value $0.001 per share, and our preferred stock, par value $0.001 per share, on or about July [•], 2026.

Important Notice Regarding the Availability of Proxy Materials for
the Special Meeting of Stockholders to Be Held on September [•], 2026

The proxy statement, our annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”) and our quarterly report on Form 10-Q for the quarter ended March 31, 2026 (the “Q1 2026 Quarterly Report”) are available at www.virtualshareholdermeeting.com/ZDPY2026SM.

At the Special Meeting, you will be asked to consider and vote “FOR” the following proposals:

1.      A proposal to approve the sale of the rights, title, and interest in and to the Company’s business, as described in the Company’s Securities and Exchange Commission (the “SEC”) filings (the “Business”), and the assets, properties, and rights of the Seller Parties (defined below), other than the excluded assets (the “Assets”), which represents the sale of substantially all of the assets of Zoned Properties pursuant to the terms of an Asset Purchase Agreement, dated as of January 15, 2026 (as it may be amended, supplemented or modified from time to time, the “MBO APA”), by and among Zoned Properties, Zoned Arizona Properties, LLC (“Zoned Arizona”), ZP RE AZ Dysart, LLC (“Dysart”), ZP RE Holdings, LLC (“ZPRE Holdings” and collectively with Zoned Arizona, Dysart and the Company, the “Seller Parties”), and BPB Partners, LLC (“BPB”) and the other transaction documents related thereto (the “Asset Sale”), and adopt the MBO APA (the “Asset Sale Proposal”);

2.      A proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers that is based on or otherwise relates to the Asset Sale (the “Compensation Proposal”); and

3.      A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”).

ABOUT THE PROXY MATERIALS

We are furnishing proxy materials to our holders of record on July 15, 2026 (the “Record Date”) of shares of our common stock and preferred stock in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Meeting. Proxies are being solicited by the Board, and the cost of solicitation of the proxies will be paid by Zoned Properties. Our officers, directors and regular employees, without additional compensation, also may solicit proxies by further mailings, by telephone or personal conversations. We have no current plans to retain any firms or otherwise incur any extraordinary expense in connection with the solicitation.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING

Why am I receiving these materials?

Zoned Properties has sent you these proxy materials because the Board is soliciting your proxy to vote at the Special Meeting. According to Zoned Properties’ records, you were a holder of shares of common stock and/or preferred stock of Zoned Properties as of the end of business on the Record Date.

You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card or vote by proxy in the manner described below.

Zoned Properties intends to distribute and make available these proxy materials on or about July [•], 2026, to all holders of record of common stock and preferred stock on the Record Date entitled to vote at the Special Meeting.

Who can vote at the Special Meeting?

Persons who own shares of common stock and preferred stock as of July 15, 2026, the Record Date, are entitled to vote at the Special Meeting.

What is the proxy card?

The proxy card enables you to appoint Bryan McLaren, Zoned Properties’ Chairman, Chief Executive Officer and Chief Financial Officer, and Berekk Blackwell, Zoned Properties’ President and Chief Operating Officer, as your representatives at the Special Meeting, with full power of substitution and re-substitution. By completing and returning a proxy card, you are authorizing Mr. McLaren and Mr. Blackwell to vote your shares at the Special Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

Stockholder of Record: Shares Registered in Your Name

If on the Record Date your shares of common stock and/or preferred stock were registered directly in your name with Zoned Properties’ transfer agent, VStock Transfer, then you are a stockholder of record and this proxy statement is sent directly to you by Zoned Properties. As the stockholder of record, you have the right to grant your voting proxy directly or to directly vote at the Special Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Nominee

If on the Record Date your shares of common stock and/or preferred stock were held, not in your name, but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a valid proxy issued in your name from that record holder at least 72 hours prior to the Special Meeting.

If you are a beneficial owner and do not instruct your broker, bank, or nominee how to vote your shares, the question of whether your broker, bank or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. If the broker or nominee that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will not be able to vote your shares on such matter, often referred to as a “broker non-vote.”

Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported.

We believe that Proposal No. 1, Proposal No. 2 and Proposal No. 3 are non-routine matters. Accordingly, your broker, bank or nominee may not vote your shares on Proposal No. 1, Proposal No. 2, and/or Proposal No. 3 without your instructions.

What vote of our stockholders is required to approve the Asset Sale Proposal?

There are two voting thresholds that the Company must reach in order to approve the Asset Sale Proposal and effectuate the Asset Sale:

1.      Pursuant to the terms of the MBO APA and Nevada law, in order for the Company to effectuate the Asset Sale, stockholders holding at least a majority of the Company’s voting power at the close of business on the Record Date must vote “FOR” approval of the Asset Sale Proposal.

2.      In addition, it is a closing condition in the MBO APA that stockholders holding at least a majority of the Company’s voting power at the close of business on the Record Date and not owned by the Management Group must vote “FOR” the Asset Sale Proposal.

A failure to vote your shares “FOR” the Asset Sale Proposal, or an abstention from voting with respect to Proposal No. 1, will have the same effect as a vote “AGAINST” the Asset Sale Proposal.

As of the Record Date, there were 13,180,829 shares of common stock outstanding and 2,000,000 shares of preferred stock outstanding. As a result of the 50 votes per share afforded to holders of the preferred stock, the two preferred stockholders have the ability to control all of the matters submitted to a vote of stockholders, including the approval of the Asset Sale Proposal, as the preferred stockholders together hold 90.9% of the voting power.

The Management Group collectively hold 623,379 shares of common stock (i.e., Mr. McLaren owns 312,500 shares of common stock; Mr. Blackwell owns 160,879 shares of common stock; and Mr. Moroney owns 150,000 shares of common stock). This collectively represents 4.7% of the common stock, and together with the preferred stock, represents less than 1.0% of the voting power of the Company. Per Nevada law, a majority of the disinterested stock of the Company (i.e., all shares other than those held by the Management Group) must also approve the Asset Sale Proposal.

What vote of our stockholders are required to approve the Compensation Proposal?

The Company is seeking a non-binding advisory vote of its stockholders to approve the Compensation Proposal. Approval of the Compensation Proposal requires a majority of the votes cast at the Special Meeting to vote “FOR” the Compensation Proposal. The vote is advisory only and is not binding on the Company or the Board.

Abstentions and broker non-votes will be counted for purposes of determining the presence of a quorum but will not be considered votes cast on Proposal No. 2 and, accordingly, will have no effect on the outcome of the vote of the Compensation Proposal.

How do I vote my shares?

You may vote “FOR”, “AGAINST” or “ABSTAIN” from voting on each proposal. The procedures for voting your shares in accordance with these options are summarized below:

If you are a registered holder, you may vote:

•        By internet.    Via the Internet at www.proxyvote.com;

•        By telephone.    Call 1-800-690-6903 (toll-free) from a touch-tone telephone;

•        By mail.    By returning a properly executed proxy card in the postage-paid envelope provided; or

•        In person.    You may vote in person (virtually) at the Special Meeting by following the instructions at www.virtualshareholdermeeting.com/ZDPY2026SM.

To vote online or via telephone, you will need your unique control number. You can find the control number on your proxy card. Be sure to have your proxy card in hand and follow the instructions. Internet and telephone voting facilities will close at 11:59 p.m., Eastern time, on September [•], 2026, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than September [•], 2026.

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name”. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You will receive voting instructions from your broker, bank or nominee describing the available processes for voting your stock. Shares held in “street name” may be voted during the Special Meeting only if you obtain a legal proxy from the broker, bank or other nominee giving you the right to vote the shares.

If your shares are held in street name, please check the voting instruction form provided to you by your broker, bank, or other nominee for Internet or telephone voting availability. If Internet and/or telephone voting are available to a street name holder, such facilities will close at 11:59 p.m., Eastern time, on September [•], 2026. To vote online or via telephone, you will need your unique control number. You can find the control number on your voting instruction form. Be sure to have your voting instruction form in hand and follow the instructions.

What am I voting on?

The following matters are scheduled to be voted on at the Special Meeting:

•        Proposal No. 1 — Asset Sale Proposal.    To approve the Asset Sale and adopt the MBO APA;

•        Proposal No. 2 — Compensation Proposal.    To consider and vote on a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers that is based on or otherwise relates to the Asset Sale; and

•        Proposal No. 3 — Adjournment Proposal.    To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies.

The Board is not aware of any other business that will be brought before the Special Meeting.

What are the voting requirements to approve each of the proposals?

The following votes are required for approval of the proposals being presented at the Special Meeting:

____________

(1)      See “— What vote of our stockholders is required to approve the Asset Sale Proposal?” above.

Why is Zoned Properties seeking stockholder approval of the Asset Sale Proposal?

Zoned Properties believes that Section 78.565 of the Nevada Revised Statutes requires that a Nevada corporation obtain the approval of the holders of a majority of the Company’s outstanding stock entitled to vote for the sale of all or substantially all of its property and assets. Zoned Properties is seeking the approval of the Asset Sale Proposal by its stockholders since the Asset Sale is deemed to be a sale of substantially all of the assets of Zoned Properties. Approval by the stockholders of Zoned Properties of the Asset Sale Proposal is also a closing condition under Section 2.12 of the MBO APA. If the Asset Sale Proposal is not approved, either Zoned Properties or BPB may terminate the MBO APA and the Asset Sale cannot be completed. The failure to consummate the Asset Sale may have an adverse effect on Zoned Properties’ business and financial condition.

In addition, it is a closing condition in the MBO APA that stockholders holding at least a majority of the Company’s voting power at the close of business on the Record Date and not owned by the interested parties approve the Asset Sale Proposal. The interested parties in the Asset Sale consist of the Management Group and their affiliates, if any. The Management Group currently holds an aggregate of 623,379 shares of common stock. Such shares will not be included in this vote.

How many shares are outstanding and how many votes do I have?

On each matter to be voted upon, holders of common stock have one vote for each share of common stock held as of the Record Date and holders of preferred stock have 50 votes for each share of preferred stock held as of the Record Date. As of the Record Date, there were 13,180,829 shares of common stock outstanding and 2,000,000 shares of preferred stock outstanding.

What is a quorum for purposes of conducting the Special Meeting?

Conducting business at the Special Meeting requires a quorum. The presence in person or by proxy of at least one third of the outstanding shares of the Company’s voting stock is necessary to constitute a quorum. Abstentions are treated as present for purposes of determining whether a quorum exists. Your shares will be counted toward the quorum only if you submit a valid proxy (or, in the case of a beneficial owner, one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Special Meeting in person. Broker non-votes (which result when your shares are held in “street name”, and you do not tell the nominee how to vote your shares and the nominee does not have discretion to vote such shares) are treated as present for purposes of determining whether a quorum is present at the Special Meeting. In the absence of a quorum the stockholders so present may, by majority vote, adjourn the Special Meeting to a day, time and place as determined by the chairman of the Special Meeting until a quorum shall attend.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the approval of the Asset Sale Proposal (Proposal No. 1); “FOR” approval, on a non-binding advisory basis, of the Compensation Proposal (Proposal No. 2); and “FOR” approval of the Adjournment Proposal (Proposal No. 3), and if any other matter is properly presented at the Special Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment to the extent authorized by Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

How does the Board recommend that I vote?

The Company’s Board recommends that you vote your shares “FOR” the Asset Sale Proposal (Proposal No. 1); “FOR” the Compensation Proposal, on a non-binding advisory basis (Proposal No. 2); and “FOR” the Adjournment Proposal (Proposal No. 3). Unless you provide other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board as set forth in this proxy statement.

Who is paying for this proxy solicitation?

Zoned Properties will bear the cost of distributing and solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. Zoned Properties will reimburse nominee holders for their reasonable out-of-pocket expenses. Zoned Properties has not retained a proxy solicitor to aid in the solicitation of proxies for the Special Meeting. However, in the event that Zoned Properties chooses to engage a proxy solicitor, it will be required to pay certain fees reimburse expenses for its services. Brokerage houses, nominees, fiduciaries and other custodians will be requested to forward solicitation materials to beneficial owners and will be reimbursed for their reasonable expenses incurred in so doing. Zoned Properties may request by telephone, facsimile, mail, electronic mail or other means of communication the return of the proxy cards.

What does it mean if I receive more than one set of proxy materials?

You may receive more than one set of proxy materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date, and return each proxy card and voting instruction card that you receive.

I share the same address with another Zoned Properties stockholder. Why has our household only received one set of proxy materials?

The SEC’s rules permit Zoned Properties to deliver a single set of proxy materials to one address shared by two or more of its stockholders. This practice, known as “householding,” is intended to reduce Zoned Properties’ printing and postage costs. Zoned Properties have delivered only one set of proxy materials to stockholders who hold their shares through a bank, broker or other holder of record and share a single address, unless Zoned Properties received contrary instructions from any stockholder at that address. However, any such street name holder residing at the same address who wishes to receive a separate copy of the proxy materials may make such a request by contacting the bank, broker or other holder of record, or Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Street name holders residing at the same address who would like to request householding of Zoned Properties materials may do so by contacting the bank, broker or other holder of record or Broadridge at the phone number or address listed above.

Can I change or revoke my vote after submitting my proxy?

Yes. You can change or revoke your proxy at any time before the final vote at the Special Meeting. Only if you are the record holder of your shares, you may revoke your proxy in any one of three ways:

•        You may submit another properly completed proxy card with a later date or subsequently submit another proxy to vote your shares via the Internet or via telephone;

•        You may send a timely written notice that you are revoking your proxy to Zoned Properties at 8360 E. Raintree Drive, #230, Scottsdale, AZ 85260, Attn: Chief Executive Officer; or

•        You may attend the Special Meeting virtually and vote at the Special Meeting. Simply attending the Special Meeting will not, by itself, revoke your proxy.

Your last vote is the one that is counted. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Who will count the votes?

One or more inspectors of election will tabulate the votes.

How can I find out the results of the voting at the Special Meeting?

Preliminary voting results will be announced at the Special Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed after the Special Meeting.

What if other matters come up at the Special Meeting?

At the date of this proxy statement, Zoned Properties does not know of any matters to be properly presented at the Special Meeting other than those referred to in this proxy statement. If any matter not described in this proxy statement is properly presented for a vote at the Special Meeting, the persons named in the accompanying proxy card, or their duly authorized substitutes, will be authorized to vote on such matters or otherwise act thereon in accordance with their best judgment to the extent authorized by Rule 14a-4(c) of the Exchange Act.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties. Words such as “anticipate,” “assume,” “began,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “would” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements relate to, among other things, expectations of future financial performance, business strategies or expectations for our business following the Asset Sale and the timing and ability for us to complete the Asset Sale, and are based on management’s beliefs and assumptions and on information currently available to management.

All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following:

•        The Company’s ability to retain members of management and other key employees following the Asset Sale;

•        The occurrence of any event, change or other circumstance that could give rise to the termination of the MBO APA;

•        The outcome of any legal proceedings that may be instituted against the Company and others relating to the MBO APA;

•        The inability to complete the Asset Sale due to the failure to obtain stockholder approval (including the approval of holders of a majority of the outstanding shares of voting stock not owned by the Management Group) or the failure to satisfy other conditions to consummation of the Asset Sale;

•        The failure of the Asset Sale to close for any other reason;

•        The fact that directors and officers of Zoned Properties have interests in the Asset Sale that are different from, or in addition to, the interests of Zoned Properties’ stockholders generally in recommending that the stockholders vote to approve the Asset Sale Proposal;

•        The effect of the announcement of the Asset Sale on Zoned Properties’ client and customer relationships, operating results and business generally; and

•        The amount of the costs, fees, expenses and charges related to the Asset Sale.

Zoned Properties cautions that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur, that could impact its business. Zoned Properties does not undertake any obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this proxy statement, except to the extent required by applicable securities laws. For a more detailed discussion of these and other factors that may affect Zoned Properties’ business, see the discussions in Part I, Item 1A, “Risk Factors” in its 2025 Annual Report, and subsequent Quarterly Reports on Form 10-Q and in this proxy statement under the heading “Risk Factors,” beginning on page 35.

THE ASSET SALE

The following is a description of the material aspects of the Asset Sale. While Zoned Properties believes that the following description covers the material terms of the Asset Sale, the description may not contain all of the information that is important to you. Zoned Properties encourages you to read carefully this entire proxy statement, including the MBO APA attached as Annex A to this proxy statement, for a more complete understanding of the Asset Sale.

Overview

On January 15, 2026, the Seller Parties, including Zoned Properties, entered into the MBO APA with BPB, pursuant to which the Seller Parties agreed to sell substantially all of their assets and operations to BPB, subject to stockholder approval and other customary closing conditions.

In connection with the MBO APA, the Company entered into Material Event Agreements and related severance agreements with the Management Group. These agreements provide for the payment of equity and cash compensation that is contingent upon the consummation of the Asset Sale and require the execution of severance agreements and releases of claims as a condition to payment.

Because the members of the Management Group (i) are officers of Zoned Properties, (ii) have ownership interests in BPB, and (iii) will receive transaction-contingent compensation upon closing, the Asset Sale constitutes a related-party transaction and presents potential conflicts of interest, which were considered by the Company’s Board, as well as by the Special Committee composed of our independent directors, in evaluating and approving the MBO APA.

Information About the Parties

Zoned Properties, Inc.

Zoned Properties, through its subsidiaries, is a technology-driven property investment company focused on acquiring value-added real estate within the regulated cannabis industry in the United States. Zoned Properties developed a national ecosystem of real estate services to support its real estate development model, including a commercial real estate brokerage and a real estate advisory practice.

Following the consummation of the Asset Sale, the Company will have exited the operation of its Business and other historical operations. However, the Company does not intend to liquidate following the closing of the Asset Sale and currently intends to pursue a merger or business combination with another operating company, the terms and timing of which are not presently known. The Company has been in discussions with multiple operating companies that may be interested in merging with the public company. However, there can be no assurance that any such transaction will continue to be pursued, agreed upon, or ultimately consummated.

Zoned Properties was incorporated in the State of Nevada on August 25, 2003. In October 2013, the Company changed its name to Zoned Properties, Inc. and in April 2014, the Company shifted its business model to address commercial real estate in the regulated cannabis industry. Zoned Properties’ headquarters are located at 8360 E. Raintree Drive, #230, Scottsdale, AZ 85260 and its telephone number is (877) 360-8839.

Zoned Arizona, LLC; ZP RE AZ Dysart, LLC; and ZP RE Holdings, LLC

Each of Zoned Arizona, Dysart and ZPRE Holdings (collectively, the “Real Property Sellers”) is a wholly owned subsidiary of Zoned Properties. Zoned Arizona was organized in the State of Arizona on June 2, 2017. Dysart was organized in the State of Arizona on May 24, 2024. ZPRE Holdings was organized in the State of Arizona on September 20, 2022. The Real Property Sellers collectively hold certain real estate interests included among the purchased Assets. Specifically, the MBO APA identifies the following real property holdings by the Real Property Sellers:

BPB Partners, LLC

BPB, the buyer under the MBO APA, is owned by the Management Group, composed of Mr. McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Mr. Blackwell, the Company’s President and Chief Operating Officer; and Mr. Moroney, a full-time, non-officer employee of the Company.

Pursuant to the MBO APA, BPB has agreed to acquire the purchased Assets and assume the Assumed Liabilities (each as further defined below), in each case on the terms and subject to the conditions set forth in the MBO APA.

General Description of the Asset Sale and the MBO APA

On January 15, 2026, the Seller Parties entered into the MBO APA with BPB pursuant to which, subject to the terms and conditions of the MBO APA, the Seller Parties agreed to sell, assign, transfer, convey and deliver to BPB, and BPB agreed to purchase and acquire from the Seller Parties, the Business and substantially all of the Seller Parties’ rights, title and interest in and to the Assets used in or relating to the Business, other than the Excluded Assets.

The purchased Assets include, among other things, specified real property (including (i) the real property located at 410 S. Madison Drive, Tempe, AZ; (ii) the real property located at 13150 W. Bell Road, Surprise, AZ; (iii) the real property located at 3455 S. Ashland Avenue, Chicago, IL); the Company’s membership interests in ZPRE Holdings, Arizona Brokerage, Florida Brokerage, ZP Data 2, ZP Ohio B, and Zoneomics Green; and (iv) rights under contracts, intellectual property, books and records relating to the business, tenant security deposits, prepaid expenses, accounts receivable, equipment, machinery, furniture, fixtures, improvements, inventory, certain transferable permits and approvals, certain claims and insurance-related rights and the goodwill of the Business.

The Excluded Assets include, among other things, cash, cash equivalents and marketable securities, organizational documents, tax returns, certain books and records, rights relating to excluded assets and excluded liabilities, equity interests other than those specifically identified as purchased assets, employment agreements, rights under the MBO APA and related transaction documents, certain insurance policies and rights thereunder, and rights under contracts that are not assumed contracts.

BPB will assume only those liabilities expressly identified in the MBO APA as Assumed Liabilities, which generally consist of post-closing obligations relating to the purchased assets, assumed contracts and assigned intellectual property, and the assumed indebtedness. Liabilities arising prior to the closing generally remain with the Seller Parties.

The MBO APA also contemplates that the composition of the purchased Assets may change prior to closing if certain Additional Assets are acquired or if certain contemplated property sales are consummated or not consummated before closing. In such cases, the purchased Assets and the Purchase Price will be adjusted in the manner set forth in the MBO APA.

The MBO APA contains representations, warranties and covenants that the respective parties made to each other as of the date of the MBO APA or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the MBO APA. The representations, warranties and covenants in the MBO APA are also modified in important part by the underlying disclosure schedules, which are not filed publicly, are subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts.

This subsection of this proxy statement describes the material provisions of the MBO APA, but does not purport to describe all of the terms of the MBO APA. The following summary is qualified in its entirety by reference to the complete text of the MBO APA, which is attached as Annex A hereto. You are urged to read the MBO APA in its entirety because it is the primary legal document that governs the Asset Sale.

The Purchase Price

Subject to the terms and conditions of the MBO APA, the aggregate Purchase Price for the purchased Assets is $7,000,000, less the Assumed Indebtedness, subject to adjustment as described below. For purposes of the base Purchase Price calculation, “Assumed Indebtedness” excludes any Additional Asset acquisition indebtedness that later becomes Assumed Indebtedness pursuant to the pre-closing acquisition provisions of the MBO APA.

The MBO APA further provides that the transaction is being effectuated on a debt-free, cash-free basis, and that the Seller Parties may, in their discretion and upon written notice to BPB, distribute or pay any cash from the business to themselves or other persons prior to the closing.

Purchase Price Adjustments

The MBO APA provides for specified Purchase Price adjustments tied to changes in the asset package prior to closing.

If, between signing and closing, one of the Seller Parties acquires or invests in additional real estate assets that are currently in escrow or in Seller’s acquisition pipeline, such additional assets will be deemed included in the purchased Assets as “Additional Assets”. Upon acquisition of or investment in the Additional Assets, the Purchase Price will be increased by the amount of the cash portion of the Purchase Price paid for those Additional Assets and decreased by the amount of any debt issued to acquire those Additional Assets, and such acquisition-related debt will be deemed Assumed Indebtedness.

Additional Assets.    If the Seller Parties acquire or invest in additional real estate assets before closing, those Additional Assets become part of the purchased assets. In that case:

•        The Purchase Price is increased by the amount of the cash purchase price paid for those Additional Assets; and

•        The Purchase Price is decreased by the amount of any debt issued to acquire those assets, and that debt becomes Assumed Indebtedness.

The MBO APA addresses two contemplated pre-closing sales scenarios: the Pleasant Ridge Assets and the CKG Properties, as further detailed below.

•        Pleasant Ridge Assets.    The MBO APA provided for a potential Purchase Price adjustment for the Pleasant Ridge Assets. The sale of the Pleasant Ridge Assets subsequently closed on May 1, 2026. Accordingly, the Pleasant Ridge Assets will not be part of the purchased Assets.

•        CKG Properties.    If the contemplated sale of the CKG Properties (i.e., the real estate assets located at 2144 N. Road 1 East, Chino Valley, AZ; 2095 Northern Avenue, Kingman, AZ; and 1732 W. Commerce Point Place, Green Valley, AZ) is not consummated before closing, the CKG Properties become part of the purchased Assets and the Purchase Price is increased by $9,000,000. If that sale is consummated before closing, the CKG Properties themselves are not included in the purchased Assets, but the related $5,000,000 promissory note and related security documents are included, assigned to BPB at closing, and the Purchase Price is increased by the principal amount of that note. See “The Asset Sale — The CKG Properties” below for additional information related to the transaction for the contemplated sale of the CKG Properties.

Debt Statement; Assumed and Retained Indebtedness

Within 30 days after the effective date, Zoned Properties is required to deliver to BPB a debt statement identifying and quantifying all outstanding indebtedness of the Seller Parties. No later than 15 business days prior to the closing, Zoned Properties must provide an updated debt statement describing the indebtedness of the Seller Parties as of closing. BPB then determines, in its sole discretion, which business indebtedness will be assumed and which will be repaid at closing, and prepares the final debt statement.

If Zoned Properties disagrees with BPB’s final debt statement, the dispute is submitted to an independent accounting firm, whose determination is final and binding. The agreed amount to be assumed becomes the “Assumed Indebtedness,” and the amount to be paid at closing becomes the “Retained Indebtedness.” The Retained Indebtedness is paid from escrow at closing pursuant to payoff letters.

Material Adverse Effect

The MBO APA defines “Material Adverse Effect” generally as an event, occurrence, fact, condition or change that is or could reasonably be expected to become materially adverse to the business, results of operations, condition, or assets of the affected party, or the ability of the affected party to consummate the transactions on a timely basis, subject to certain exclusions for general economic, financial market, industry-wide and similar effects, except to the extent such effects disproportionately affect the applicable party.

The MBO APA separately defines “Seller Material Adverse Effect” to mean a Material Adverse Effect on the Seller Parties, or a Material Adverse Effect on any of the assets or the Assumed Liabilities.

BPB’s obligation to consummate the Asset Sale is conditioned upon the absence of any Seller Material Adverse Effect between the effective date of the MBO APA and the closing date of the Asset Sale. In addition, BPB has the right to terminate the MBO APA if a Seller Material Adverse Effect occurs following the effective date and remains uncured for at least 20 business days after notice thereof is provided by BPB to Seller.

Closing of the Asset Sale

The closing of the Asset Sale is to occur on the second business day following the satisfaction or waiver of the conditions to closing, unless the parties otherwise agree.

The MBO APA also provides that the parties will engage a mutually agreed third-party escrow agent before closing, currently expected to be Chadwick Campbell from Kensington Vanguard National Title.

The MBO APA establishes an outside closing date of September 30, 2026, subject to a potential 90-day extension if additional time is needed for administrative reasons.

Although Zoned Properties may currently expect the Asset Sale to be consummated during 2026, the MBO APA provides that the Asset Sale cannot be completed until the conditions set forth therein are satisfied or, to the extent permitted, waived. Accordingly, there can be no assurance as to when or whether the closing conditions will be satisfied or waived, or as to when or whether the Asset Sale will be consummated.

Assuming receipt of stockholder approval of the Asset Sale Proposal at the Special Meeting, Zoned Properties expects to consummate the Asset Sale in the third quarter of 2026, but it cannot be certain when or if the conditions to the Asset Sale will be satisfied or, to the extent permitted, waived.

Due Diligence

BPB has a 180-day due diligence period after the effective date. During that period, Seller Parties must use commercially reasonable efforts to provide information in its possession or control relating to the Seller Parties and the Business. BPB’s due diligence must be conducted during normal business hours, on reasonable advance notice, and in a way that does not materially interfere with the Seller Parties’ ordinary course operations.

BPB has the right to terminate the MBO APA at any time during the due diligence period, in its sole discretion, if its due diligence review is not satisfactory for any reason.

Required Stockholder Approvals

Zoned Properties must obtain approval of the Asset Sale Proposal by:

•        Stockholders holding a majority of the voting power of the Company, as required by Nevada law; and

•        Stockholders holding a majority of the voting power of the Company, excluding shares held by any persons who own, control or have any interest in BPB (i.e., the Management Group and their affiliates).

The MBO APA expressly states that the intent of the second approval requirement is that the Asset Sale be conditioned on approval by a majority of disinterested voting power.

Representations and Warranties

The MBO APA contains customary representations and warranties of the Seller Parties and BPB.

The Seller Parties’ representations and warranties include, among other things, representations regarding organization and good standing, power and authority, due authorization and enforceability, absence of conflicts, compliance with laws, title to and sufficiency of the purchased assets, absence of certain litigation, validity and status of assumed contracts, ownership and status of intellectual property and absence of broker or finder fees.

Among other things, the Seller Parties represent that each Seller Party has, and is transferring to BPB, good, valid and marketable title to the assets purported to be held by such Seller Party, free and clear of liens other than permitted liens, and that the purchased assets constitute all of the assets necessary and sufficient to operate the business in the manner presently operated by the Seller Parties.

BPB’s representations and warranties include, among other things, representations regarding organization and good standing, power and authority, due authorization and enforceability, absence of conflicts and absence of broker or finder fees.

Notwithstanding the foregoing, the MBO APA also provides that, except as expressly set forth therein, the purchased assets are being sold on an “as-is/where-is” basis, and the Seller Parties are making no representations and warranties as to the condition, sufficiency or status of any of the purchased assets or assumed liabilities.

The representations and warranties contained in the MBO APA automatically expire as of the closing of the Asset Sale and do not survive the closing.

Covenants of the Parties

The MBO APA contains a number of covenants applicable to the parties during the period between signing and closing and, in certain cases, after closing.

Among other things, the parties agreed to cooperate with one another in connection with obtaining required consents, approvals and filings, providing further assurances, maintaining records and addressing post-closing misdirected payments.

Go Shop.    Under the MBO APA, from the effective date until the later of (i) the date of receipt of the required stockholder approvals and (ii) the expiration of the 180-day due diligence period, the Company and the Special Committee have the right, directly or indirectly, through representatives or otherwise, to solicit, initiate, encourage and discuss potential alternative proposals and to furnish non-public information and access to prospective bidders in order to seek a proposal that the Special Committee determines in good faith to be more favorable to the Company’s stockholders than the transactions contemplated by the MBO APA.

If the Company receives a superior proposal prior to the expiration of the go-shop period, the Company may, at the direction of the Special Committee, terminate the MBO APA by written notice to BPB.

No-Shop.    Following the expiration of the go-shop period and until the earlier of the closing of the Asset Sale or termination of the MBO APA, the Company is subject to a no-shop restriction. During that period, the Company may not, directly or indirectly, solicit, initiate, entertain, knowingly encourage or knowingly facilitate an acquisition proposal or acquisition inquiry, furnish non-public information to a competing bidder, engage in negotiations regarding such a proposal, approve or recommend a competing proposal, withdraw its approval of the MBO APA or enter into a competing acquisition agreement, subject to the specific terms of the MBO APA.

The Company is also required to notify BPB within 36 hours of any acquisition proposal or acquisition inquiry received after the go-shop period expires and to keep BPB reasonably informed of material developments with respect thereto.

Interim Operating Covenants

The MBO APA requires that, prior to closing and except as otherwise contemplated by the agreement or with BPB’s prior written consent, the Company conducts its business only in the ordinary course, use commercially reasonable best efforts to maintain and preserve their assets and business relationships, furnish information reasonably requested by BPB, perform contracts required to be performed as of closing and notify BPB of events capable of causing a material impact on the Business.

The MBO APA also contains certain negative covenants restricting the Company, subject to exceptions set forth therein, from taking specified actions prior to closing without BPB’s prior written consent, including actions that could reasonably be expected to prevent or materially delay consummation of the transaction, entering into a new material line of business, making material capital expenditures outside the ordinary course, adopting a liquidation plan, amending organizational documents, transferring or encumbering assets outside the ordinary course, incurring indebtedness outside the ordinary course, changing accounting methods, acquiring another business or materially diminishing the authority, roles or responsibilities of executive-level management without cause.

Confidentiality

The MBO APA includes confidentiality provisions governing BPB’s use of confidential information provided by the Company in connection with the transaction. BPB may use such confidential information only for purposes of consummating the transaction and may disclose it only to affiliates and representatives who need to know such information for that purpose, subject to confidentiality obligations.

The confidentiality provisions also contain a standstill-type restriction under which, for so long as the information provided to BPB constitutes material non-public information, BPB and its representatives may not trade in the Company’s securities or engage in conduct that would reasonably be expected to violate applicable federal securities laws.

Termination Rights

The MBO APA may be terminated at any time prior to closing:

•        By mutual agreement of the parties;

•        By the Company or BPB if a final, non-appealable governmental order restrains, enjoins or otherwise prohibits consummation of the transaction;

•        By BPB if there has been a material breach by any Seller Party that is not cured within 10 days after notice;

•        By the Company if there has been a material breach by BPB that is not cured within 10 days after notice;

•        By any party if the closing has not occurred by September 30, 2026, subject to the possible 90-day extension for administrative reasons, unless such party’s breach caused the failure to close by that date;

•        By BPB if a Seller Material Adverse Effect occurs after signing and remains uncured for at least 20 business days after notice;

•        By BPB if BPB determines during the due diligence period that its due diligence review is not satisfactory for any reason in its sole discretion; and

•        By the Company if the Company elects to terminate during the go-shop period in connection with a superior proposal.

If the MBO APA is terminated, the confidentiality provisions, and termination does not relieve any party from liability for actual damages resulting from that party’s material breach of the MBO APA.

BPB Diligence Expenses

The MBO APA requires the Company to reimburse BPB for certain reasonable out-of-pocket expenses incurred by BPB in connection with its due diligence review and the consummation of the transaction, including environmental reports, property inspections, appraisals, geotechnical reports and ALTA surveys, subject to specified conditions. Among other things, those expenses do not become reimbursable until after receipt of the required stockholder approvals, expenses above $5,000 require pre-approval by the Special Committee, and BPB must provide monthly itemized updates and supporting documentation.

BPB’s legal fees and costs are generally not reimbursable under the ordinary reimbursement provision. However, if the Company terminates the MBO APA for any reason other than due to BPB’s uncured breach, then the Company must reimburse BPB for certain broader transaction-related expenses, including certain legal fees and costs, subject to compliance with the applicable pre-approval and reporting requirements set forth in the MBO APA.

Amendments

The MBO APA may be amended, modified, superseded, terminated or canceled only by a written instrument executed by both parties, except that any closing condition may be waived by the party for whose benefit such condition exists. The MBO APA also contemplates that the parties may enter into amendments or addenda as necessary to reflect the effects of specified pre-closing asset acquisitions and sales.

Conditions to the Closing of the Asset Sale

The respective obligations of the parties to consummate the Asset Sale are subject to the satisfaction or waiver of certain conditions, including, among others:

•        The absence of any law or governmental order making the transaction illegal or preventing consummation of the transaction;

•        The absence of any third-party action seeking to enjoin or otherwise restrict the closing;

•        Receipt of the required stockholder approvals;

•        Receipt by the Company and the Special Committee of a fairness opinion, in form and substance reasonably determined to be sufficient in the sole discretion of the Special Committee, which opinion must remain valid and in full force and effect as of closing;

•        Receipt of all required governmental and third-party consents;

•        Satisfaction of any applicable state filing, regulatory or licensing requirements, including any required approvals from the Arizona Corporation Commission and the Arizona Department of Real Estate;

•        Agreement on the final debt statement and on the amounts of the Assumed Indebtedness and any retained indebtedness;

•        Completion and approval of ancillary documentation and agreements required to effectuate the winding down of operations not included among the purchased Assets; and

•        The MBO APA not having been terminated in accordance with its terms.

In addition, the Company’s obligation to close is subject to certain conditions, including BPB having performed its obligations in all material respects, the accuracy of BPB’s representations and warranties at the required standard and BPB’s delivery of the required closing deliverables.

BPB’s obligation to close is subject to certain conditions, including the Seller Parties having performed their obligations in all material respects, the accuracy of the Company’s representations and warranties at the required standard, delivery by the Company of the required closing deliverables, the absence of any Seller Material Adverse Effect and BPB having raised the capital required, in its sole discretion, to fund the Purchase Price.

The CKG Properties

On April 20, 2026, the CKG Sellers entered into a Real Estate Purchase and Sale Agreement (“CKG PSA”) with Broken Arrow Herbal Center, Inc. (the “CKG Purchaser”) for the sale of the three CKG Properties for an aggregate purchase price of $9.0 million. The CKG Purchase Price consists of $4.0 million in cash and a $5.0 million promissory note secured by a deed of trust. The transaction is scheduled to close on June 30, 2026, subject to extension rights that permit a staged closing in which two properties may close on the initial closing date and the third property may close at a later date. The CKG PSA includes customary provisions regarding title, closing conditions, and default remedies, and provides that the properties will be sold on an “as is,” “where is” basis, subject to limited exceptions.

There is no guarantee that the CKG PSA will close or that it will close on the proposed closing date. If the CKG PSA does not close before closing of the Asset Sale, the CKG Properties become part of the purchased Assets and the Purchase Price in the MBO APA is increased by $9.0 million. If the sale of the CKG Properties is consummated before closing of the Asset Sale, the CKG Properties themselves are not included in the purchased Assets, but the related $5.0 million promissory note and security documents are included in the MBO APA, assigned to BPB at closing, and the Purchase Price as provided in the MBO APA will be increased by the principal amount of such note.

The Pleasant Ridge Assets

The MBO APA provided for a potential Purchase Price adjustment for the Pleasant Ridge Assets. The sale of the Pleasant Ridge Assets subsequently closed on May 1, 2026. Accordingly, the Pleasant Ridge Assets will not be part of the purchased Assets.

On May 1, 2026, the Company, through its wholly owned subsidiary ZP RE MI Woodward, LLC (“Woodward”) entered into and closed on an Agreement of Sale and Escrow Instructions (the “Woodward Agreement”) with Woodward RE 1 LLC (the “Woodward Buyer”).

Pursuant to the Woodward Agreement, Woodward agreed to sell to the Woodward Buyer: (i) Woodward’s fee interest in the real estate property located at 23600 Woodward Avenue, Ferndale, Michigan APN No. 24-25-27-181-006 (the “Fee Property”); (ii) Woodward’s vendee interest in that certain the Land Contract dated November 30, 2022 related to APNs 25-27-181-004 & 25-27-181-005, with a commonly known address of 23622 & 23616 Woodward Avenue, Pleasant Ridge, Michigan with THE THOMAS A. PEARLMAN REVOCABLE TRUST U/A/D 6/13/2005, as vendor (the “Pearlman Land Contract”); (iii) Woodward’s vendee interest in that certain Land Contract dated February 23, 2023 related to APN 25-27-181-003, with a commonly known address of 23634 Woodward Avenue, Pleasant Ridge, Michigan with GANGNIER INVESTMENTS LLC, as vendor (the “Gangnier Land Contract”); and (iv) Woodward’s interest in that certain Licensed Cannabis Facility Absolute Net Lease Agreement dated December 1, 2022 with respect to the Fee Property (the “Woodward Lease,” and collectively with the Fee Property and land contract interests, the “Woodward Property”).

The aggregate purchase price for the Woodward Property was $700,000, plus Woodward Buyer’s assumption of all obligations and outstanding balances under the Pearlman Land Contract and Gangnier Land Contract (being $1,327,371 and $374,826, respectively). The Woodward Agreement further provided for a $100,000 purchase price credit if closing occurred on or prior to May 1, 2026. Because the closing occurred on May 1, 2026, the purchase price was reduced to $600,000.

At closing, Woodward conveyed the Fee Property by covenant deed and assigned its interests in the Pearlman Land Contract. Gangnier Land Contract, and Woodward Lease to the Woodward Buyer, and the Woodward Buyer assumed the related obligations.

In connection with the closing, the parties have entered into, or will enter into related assignment agreements.

Impact of the Asset Sale to the Stock of Zoned Properties

The Asset Sale will not have any direct impact on your ownership of your shares of Zoned Properties common stock or preferred stock. If you hold your shares of common stock and/or preferred stock following the consummation of the Asset Sale, you will continue to hold the same number of shares with the same rights and privileges as your shares presently issued and outstanding.

Anticipated Use of Proceeds

Assuming that the Asset Sale Proposal is approved by the Company’s stockholders, as required, and the Company can successfully sell and liquidate 100% of the Company’s assets and operations, the Company expects (i) to pay off any remaining debt, settle any remaining accounts and agreements, liquidate the Company’s outstanding preferred shares, and then distribute the net available balance of cash to stockholders as a return of capital through a special dividend, and (ii) to subsequently complete a reverse merger or other transaction involving the public company. In determining the amount of the net available balance of cash to be distributed to stockholders as a special dividend, if any, the Company anticipates that it will need to retain at least a $500,000 cash balance as operating capital, following the liquidation, in order to maintain ongoing public filing and reporting requirements, at least until such a time as the Company may be able to complete a reverse merger or other transaction involving the public company.

Based on the current calculations by Company’s management, management anticipates that 100% of the current debt held by the Company will be transferred to and assumed by BPB, and the net Purchase Price will be $4,021,962, subject to adjustments. The Company anticipates it will have 13,730,829 shares of common stock outstanding and 2,000,000 shares of preferred stock outstanding following the sale and liquidation of 100% of the Company’s assets and operations. Assuming no further change in the number of outstanding common and preferred shares, we expect the special dividend to be between $0.35 to $0.45 per share; provided, however, that if the Purchase Price were to be

adjusted and/or if the number of shares outstanding were to change, then the amount of the special dividend would adjust accordingly. There is no guarantee that there will be a special dividend or, if a special dividend is declared, that it will be in the proposed range provided.

Zoned Properties After the Completion of the Asset Sale

The MBO APA provides that as a condition to closing, the Seller Parties must complete and approve all ancillary documentation and/or agreements required to effectuate the winding down of 100% of the operations of the Company and all other subsidiaries that are not included among the purchased Assets.

The MBO APA also provides that, at closing, the Company will cause its designated entities and/or individuals to resign as principal officers, members and/or agents of the transferred subsidiaries, and the parties will take such actions as are necessary to appoint BPB’s designees to those roles.

Following the Asset Sale, the Company will no longer operate in the business of commercial real estate in the cannabis space. However, the Company expects to continue to be quoted on the OTCQB, and intends to pursue new opportunities with another operating company, by way of a merger or business combination, the terms and timing of which are not presently known. The Company has been in discussions with multiple operating companies that may be interested in merging with the public company. However, there can be no assurance that any such transaction will continue to be pursued, agreed upon, or ultimately consummated.

To date, the Company has identified, and is in discussions with, several operating companies that are potential candidates to effectuate a merger or other business transaction with the Company. These acquisition targets may or may not be in the real estate space. The current targets are in the technology, transportation, and/or real estate space. The Company intends to identify an operating company that is not in the regulated cannabis space.

Background of the Asset Sale

On August 21, 2025, the Board contacted legal counsel to have preliminary discussions regarding the potential options related to the future of Zoned Properties.

On August 27, 2025, the Board discussed the possible sale of certain or all of the assets of the Company, and the repayment of certain or all of the liabilities of the Company, and in connection therewith, the possible sale or issuance of a majority of the equity interests in the Company to a third-party company. At that time, it was contemplated that certain officers and directors of the Company may have an interest in a possible transaction.

On August 27, 2025, the Board formed (by way of a unanimous written consent of the Board) the Special Committee, which was composed of the Company’s three independent directors — Art Friedman, David G. Honaman and Cole Stevens (Chair), none of whom has any interest in the proposed sale of the Company’s business. The Special Committee was granted the power to engage its own financial, legal and other advisors, and the Company is to provide adequate resources to the Special Committee to provide therefor.

On September 4, 2025, the Special Committee held a meeting. In attendance were Messrs. Friedman, Honaman and Stevens; Mr. McLaren; and John Cacomanolis of Anthony, Linder & Cacomanolis, PLLC, legal counsel to the Company. The meeting included a discussion of a transition plan outline. Following such discussion, the Special Committee approved an initial transition plan that included a planned liquidation of the Company, redemption of the Company’s outstanding preferred shares, distribution of remaining cash to stockholders as a one-time dividend, and a subsequent sale of the public vehicle.

On November 18, 2025, Mr. McLaren, on behalf of the Management Group, submitted a Letter of Intent (“LOI”) related to a proposed management buyout for all of the business operations and business assets of Zoned Properties.

From November 19, 2025 through December 4, 2025, the Special Committee discussed via email the terms of the LOI among the members of the Special Committee and consulted with its advisers regarding its terms. The Special Committee negotiated certain terms of the LOI with the Management Group and proposed revisions were sent back and forth from the Special Committee to the Management Group on the LOI until terms were generally agreed upon. Specifically, the Special Committee requested the removal of certain exclusivity concepts, set due diligence periods, and set termination fees.

On December 8, 2025, Mr. Stevens, on behalf of the Special Committee, confirmed with the Management Group that the LOI had been fully executed by the Special Committee, noting that the Special Committee believed that proceeding with the transaction was in the best interests of the Company’s stockholders, providing a clear path to maximize value in the current market environment. The terms of the LOI were as follows:

•        Valuation.    Total consideration of approximately $16.0 million, subject to adjustments (i.e., assumes the Pleasant Ridge asset and debt will have been sold and transferred prior to closing). Estimated net proceeds of approximately $7.6 million, or $0.56 per share, after adjustment. This represents premiums of approximately 18.0% to the then 30-day average trading price and 17.7% to stockholders’ equity.

•        Transaction.    Asset acquisition structure involving transfer of business assets, assignments of operations and contracts, treatment of indebtedness, and transition of control to buyer designees.

•        Business Assets.    Includes specified real estate assets in Arizona and Illinois, to be acquired on an “as-is, where-is” basis, with related lease assignment and transfer of security deposits. Certain assets may be sold prior to closing.

•        Business Operations.    Includes operating divisions, joint venture interests, existing agreements, client relationships, vendor contracts, intellectual property, technology, and operational accounts.

•        Definitive Agreements.    Contemplates negotiation and execution of a definitive agreement reflecting customary terms and an “as-is, where-is” sale structure. Except for specified provisions, the LOI is non-binding.

•        Business Debt.    The transaction is structured on a debt-free, cash-free basis. Buyer may elect to assume certain indebtedness, with corresponding price adjustments; remaining indebtedness to be satisfied by the Company prior to closing.

•        Escrow and Closing.    Closing cash payment subject to adjustments for indebtedness, expenses, security deposits, and pre-closing asset sales.

•        Closing Conditions.    Includes Special Committee and stockholder approvals (including disinterested stockholders), due diligence, financing, regulatory approvals, corporate wind-down actions, and absence of material adverse changes.

On December 11, 2025, an initial draft of the MBO APA was reviewed by the Management Group and the Special Committee.

From December 12, 2025 through December 22, 2025, the Management Group and the Special Committee negotiated various parts of the MBO APA.

On December 18, 2025, the Management Group met with the Special Committee to discuss the terms of the MBO APA.

On December 23, 2025, the Management Group and the Special Committee received and reviewed the initial draft of the Amendment to Employment Agreement and Severance Agreement.

On December 27, 2025, the Special Committee signed a conflict waiver with Weiss Brown PLLC, the law firm that represents the Management Group and handles other corporate matters for Zoned Properties. Anthony, Linder & Cacomanolis, PLLC represents the Company in connection with the MBO APA.

On January 2, 2026, the Management Group sent to the Special Committee a pro forma projection spreadsheet for review by the Special Committee, which projections take into account a proposed $7.0 million purchase price, along with adjustments from the sale of certain assets.

From January 8, 2026 through January 12, 2026, the Management Group and the Special Committee negotiated, through their respective counsel, various terms related to the Severance Agreements and Material Change Agreements.

On January 13, 2026, the Special Committee held a meeting with Anthony, Linder & Cacomanolis, PLLC, to discuss certain revisions to the MBO APA, Severance Agreements, Material Change Agreements, and Bill of Sale.

On January 13, 2026, the Management Group received a revised proposed version of the MBO APA, Severance Agreements, Material Change Agreements, and Bill of Sale from Anthony, Linder & Cacomanolis, PLLC.

On January 14, 2026, the Management Group sent revisions to the transaction documents to the Special Committee, along with disclosure schedules.

On January 14, 2026, the final versions of the MBO APA, Material Events Agreements, Board Consent, Compensation Committee Consent, and Special Committee Consent were circulated to the Management Group and the Seller Parties for signature.

On January 15, 2026, the MBO APA, Material Events Agreements, Board Consent, Compensation Committee Consent, and Special Committee Consent were signed by all the parties.

On January 15, 2026, the Board reviewed the disclosure regarding the MBO APA and related transaction agreements in the Company’s Current Report on Form 8-K to be filed with the SEC.

On January 20, 2026, the press release and Current Report on Form 8-K related to the Asset Sale and MBO APA was filed with the SEC.

On January 21, 2026, the Board consulted with Anthony, Linder & Cacomanolis, PLLC regarding a fairness opinion.

On January 21, 2026, the Special Committee had an initial discussion and explored a potential engagement related to a fairness opinion with Alliance Global Partners. Following a review of high costs for a fairness opinion engagement with Alliance Global Partners, the Special Committee determined it would be in the best interest of the Company to explore engagements for a fairness opinion with alternative firms.

On January 26, 2026, the Special Committee had a phone conference with Cassel Salpeter & Co., LLC (“CS”). CS provides investment banking and advisory services to middle-market and emerging growth companies. They discussed a potential engagement related to a fairness opinion.

On January 27 and 28, 2026, the Company negotiated terms of a non-disclosure agreement with CS.

On February 6, 2026, the Special Committee explored options with Marshall & Stevens, reviewing the price quotes for an appraisal and a fairness opinion. They analyzed whether a valuation report would be sufficient (as opposed to a fairness opinion), risks, and impacts on the deal structure.

On February 10, 2026, the Special Committee discussed an engagement with Alliance Global Partners to move forward with the “go-shop” process.

On February 10, 2026, the Special Committee received a draft of a Financial Advisory Agreement from Alliance Global Partners related to their engagement to conduct the go-shop process on behalf of the Company, and reaching out to potential alternative acquirors and managing the market check professionally during the go-shop period.

On February 10, 2026 and February 11, 2026, the Special Committee negotiated the terms of the Financial Advisory Agreement with Alliance Global Partners.

On February 11, 2026, the Board signed a unanimous written consent related to the engagement of Alliance Global Partners and the execution of the Financial Advisory Agreement.

On February 11, 2026, the Company executed the Financial Advisory Agreement with Alliance Global Partners and on February 12, 2026, received a countersigned copy from Alliance Global Partners.

On February 12, 2026, the Company received a non-disclosure agreement for transaction advisory services from Marshall & Stevens.

On February 13, 2026, the Company negotiated terms of a non-disclosure agreement with Marshall & Stevens.

On February 19, 2026, the Company and Marshall & Stevens executed a non-disclosure agreement.

On March 9, 2026, Marshall & Stevens sent an updated draft of an engagement letter regarding a fairness opinion on the proposed management buyout transaction for Zoned Properties.

From March 10, 2026 through March 18, 2026, the Company, working with the Special Committee, negotiated the terms, scope, and pricing of the Marshall & Stevens engagement letter.

On March 12, 2026, the Company received a non-disclosure agreement from with Alliance Global Partners.

On March 16, 2026, the Company signed a non-disclosure agreement with Alliance Global Partners.

On March 19, 2026, the Company received a non-disclosure agreement from a potential reverse takeover (“RTO”) target.

On March 20, 2026, the engagement letter with Marshall & Stevens was fully executed.

On April 2, 2026, the Company and the Special Committee met with their legal counsel to discuss the requirements needed for the proxy statement related to the Special Meeting for approval of the Asset Sale.

On April 8, 2026, Mr. McLaren, the Special Committee and Anthony, Linder & Cacomanolis, PLLC participated in a conference call regarding the proxy statement, coordination of Special Meeting logistics and general timeline.

On April 17, 2026, the Special Committee received an update from Alliance Global Partners regarding the go-shop process and on-going feedback from the market. Alliance Global Partners advised that it has continued its outreach efforts in accordance with the process established by the engagement. Based on that outreach, no other interested parties have emerged, and no competing indications of interest or alternative proposals have been identified. While the process remains ongoing until formally concluded, the feedback suggests that the market check has, thus far, not produced any additional actionable interest.

On May 4, 2026, Anthony, Linder & Cacomanolis, PLLC delivered an initial draft of the proxy statement to Mr. McLaren and the Special Committee.

Between May 15, 2026 and May 21, 2026, the Special Committee and management corresponded regarding then-current interim financial information relating to the Company and its expected impact on possible ranges for a one-time dividend following closing of the Asset Sale.

On May 18, 2026, Mr. McLaren provided comments on the draft proxy statement to the Special Committee and Anthony, Linder & Cacomanolis, PLLC, and the Company began working on the unaudited pro forma financial information for inclusion in the proxy statement.

On May 19, 2026, the Special Committee had follow-up communications with Anthony, Linder & Cacomanolis, PLLC regarding transaction structure.

On May 21, 2026, Anthony, Linder & Cacomanolis, PLLC circulated a revised draft of the proxy statement to Mr. McLaren and the Special Committee.

On May 22, 2026, Mr. McLaren and Anthony, Linder & Cacomanolis, PLLC participated in a conference call regarding open items in the proxy statement draft.

On May 26, 2026, Mr. McLaren and Anthony, Linder & Cacomanolis, PLLC corresponded regarding edits to the proxy statement draft and the unaudited pro forma financial information to be included in the proxy statement. The Company circulated an initial draft of the unaudited pro forma financial information internally and to Anthony, Linder & Cacomanolis, PLLC.

On May 27, 2026 and May 28, 2026, the Company and Anthony, Linder & Cacomanolis, PLLC continued to revise the draft proxy statement, and the draft proxy statement was circulated to the Special Committee for review on May 28, 2026.

On June 9, 2026, Marshall & Stevens delivered the Fairness Opinion to the Board to the effect that, based on the information, qualifications and limitations set forth therein, the Purchase Price is fair to Zoned Properties and the stockholders of the Company that are not a part of the Management Group from a financial point of view.

On June 9, 2026 and June 10, 2026, the Company and Anthony, Linder & Cacomanolis, PLLC continued to revise the draft proxy statement. On June 11, 2026, a revised draft of the proxy statement was circulated to the Special Committee.

On June 12, 2026, the Board approved Zoned Properties’ filing of the preliminary proxy statement with the SEC.

The Board’s Reasons for Approving the Asset Sale

In evaluating the MBO APA and the transactions contemplated thereby, the Board consulted with members of Zoned Properties’ management and its legal, financial and other advisors. In reaching its decision to unanimously approve the MBO APA and the transactions contemplated thereby, the Board carefully considered a variety of factors supporting its decision, including, but not limited to, the material factors discussed below.

Strategic Considerations

The Board considered the values, opportunities and capabilities of Zoned Properties when analyzing whether to approve the Asset Sale and the MBO APA, including, but not limited to, the following:

•        The Company believes that the challenges of operating as a public company in the regulated cannabis space have created a capital environment that will not allow for the continued expansion of the Company and/or the continued operations of the Company’s core business.

•        The Special Committee believes that ongoing expenses and the use of stockholder capital to continue forward as a public company with business operations in the regulated cannabis space has the strong potential to (i) deplete stockholder value, and (ii) keep the Company in a position with limited liquidity for its stockholders.

•        Based on the past, recent, and current trajectory of the regulated cannabis industry, the Special Committee believes it is in the best interests of stockholders to liquidate assets that have maintained value now, rather than risk future depletion of value by holding these assets for additional time.

The Basis for the Board’s Approval of the Terms of the Transaction

When deliberating whether to approve the terms and conditions of the transactions contemplated by the MBO APA, the Board considered certain key factors, as detailed below.

Further, the Board formed the Special Committee, consisting of the Company’s three independent directors, that has reviewed, negotiated and overseen the MBO APA and the other transaction documents and the transactions contemplated by the MBO APA. The Special Committee approved the MBO APA, the other transaction documents and the Asset Sale, prior to execution of the MBO APA. The MBO APA and the other transaction documents and the Asset Sale were also approved by the full Board prior to execution of the MBO APA.

The Board considered the following:

•        MBO APA.    The Board’s belief that the terms and conditions of the MBO APA (including all exhibits and disclosure schedules thereto) and including, among other things, the representations, warranties, covenants and agreements of the parties, the conditions to closing and the form and structure of the transaction consideration, in each case, are reasonable.

•        Ancillary Agreements.    The terms and conditions of the ancillary agreements to be entered into in connection with the Asset Sale, in each case, including the exhibits and disclosure schedules thereto, and the Board’s belief that the terms of such agreements are reasonable.

•        Go Shop Process.    The Board engaged Alliance Global Partners to complete a go-shop process. Following that process, Alliance Global Partners advised that, based on outreach, no other interested parties had emerged, and no competing indications of interest or alternative proposals had been identified.

•        Fairness Opinion.    The Board received Marshall & Stevens’ Fairness Opinion to the effect that, based on the information, qualifications and limitations set forth therein, the Purchase Price is fair to Zoned Properties and the stockholders of the Company that are not a part of the Management Group.

•        Stockholder Approval.    The fact that the Asset Sale is subject to approval by Zoned Properties’ stockholders at the Special Meeting.

•        Likelihood of Closing.    The likelihood, considering the terms of the MBO APA, that the Asset Sale will be completed based on, among other things, the conditions to closing as set forth in the MBO APA, and that the September 30, 2026 closing date, subject to extension under the MBO APA allows for sufficient time to complete the Asset Sale.

The Countervailing Factors Considered by the Board in its Deliberations

The Board also considered certain countervailing factors in its deliberations concerning the Asset Sale, including, but not limited to, the following:

•        Business Risks.    Certain risks relating to the Asset Sale and Zoned Properties following the Asset Sale (as further described under “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” beginning on pages 14 and 35, respectively, of this proxy statement).

•        Investor Perception.    The potential impact on the market price of our common stock as a result of the announcement of Zoned Properties’ entry into the MBO APA.

•        Business Disruption Resulting from the Asset Sale.    The challenges inherent in the Asset Sale, and the possible disruption of Zoned Properties’ business that might result from the announcement and pendency of the Asset Sale, including the possible diversion of management and employee attention, potential employee attrition and potential adverse effects on Zoned Properties’ business relationships and pursuit of strategic opportunities.

•        Closing Conditions.    The fact that the completion of the Asset Sale requires all conditions required to be satisfied that are not within Zoned Properties’ control, including the approval of Zoned Properties’ stockholders holding a majority of the voting power, as well as a majority of the disinterested stockholders (i.e., majority of shares not owned by the Management Group.)

•        Risks Associated with Failure to Complete the Asset Sale.    The possibility that the Asset Sale may not be consummated and the potential adverse consequences if the Asset Sale is not completed, including substantial transaction costs incurred and a potential termination fee, potential loss in value to Zoned Properties’ stockholders and market reaction.

•        Exclusivity Restrictions.    The restrictions that the MBO APA imposes on Zoned Properties’ ability to solicit possible alternative transactions.

•        Litigation Risk.    The inherent risk of litigation in transactions of this nature, including the potential lawsuits that could be brought against Zoned Properties or the Board in connection with the Asset Sale.

This discussion of the information and factors considered by the Board in reaching its conclusions and recommendation includes the principal factors considered by the Board but is not intended to be exhaustive and may not include all of the factors considered by the Board. In light of the number and wide variety of factors considered in connection with its evaluation of the MBO APA and the transactions contemplated thereby, the Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Rather, the Board viewed its decision as being based on the totality of the information presented or otherwise made available to it and the various other factors presented to and considered by the Board. In addition, individual directors may have given different weight to different factors. This explanation of Zoned Properties’ reasons for the Asset Sale and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements” beginning on page 14 of this proxy statement.

Zoned Properties’ executive officers have interests in the Asset Sale that are different from, or in addition to, the interests of Zoned Properties’ stockholders generally. The Board and the Special Committee were aware of and considered these potential interests, among other matters, in evaluating the Asset Sale and in making its recommendation to Zoned Properties’ stockholders. For a discussion of these interests, please see the section titled “Interests of Certain Persons in the Asset Sale” below.

After careful consideration, the Board concluded that the potential benefits that it expected Zoned Properties to achieve as a result of the Asset Sale outweighed the potentially negative factors associated with the Asset Sale, and on January 15, 2026, unanimously approved and adopted the MBO APA and the transactions contemplated thereby, including the Asset Sale, and declared advisable the MBO APA and the transactions contemplated thereby and directed that the Asset Sale be submitted to Zoned Properties’ stockholders for approval at the Special Meeting and further recommended that Zoned Properties’ stockholders approve the Asset Sale. The Board unanimously recommends that Zoned Properties’ stockholders approve the Asset Sale Proposal, the Compensation Proposal and the Adjournment Proposal, if necessary.

Opinion of Valuation Advisor to the Board

On June 9, 2026, Marshall & Stevens delivered the Fairness Opinion to the Board to the effect that, based on the information, qualifications and limitations set forth therein, the Purchase Price is fair to Zoned Properties and the stockholders of the Company that are not a part of the Management Group from a financial point of view.

Marshall & Stevens was engaged because of its reputation, as known to the Special Committee. Marshall & Stevens is regularly engaged to render valuation and financial opinions in connection with mergers, acquisitions, divestitures and for other purposes. Marshall & Stevens was selected from among other business valuation firms for these reasons and because the Special Committee believes the cost of its services to be competitive. The Fairness Opinion will be made available for inspection and copying at the Company’s principal executive offices during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Marshall & Stevens’ fee for its services in connection with issuance of the Fairness Opinion was $120,000 and reimbursement of reasonable out-of-pocket costs. Marshall & Stevens’ fee has been paid in full. No portion of Marshall & Stevens’ fee or the right to reimbursement of expenses was contingent upon completion of the Asset Sale or the conclusion reached in the Fairness Opinion. Marshall & Stevens is independent of and has no current or prospective economic interests in Zoned Properties and/or BPB, and Marshall & Stevens provided no additional services associated with the transactions contemplated by the MBO APA, and has not provided any other services for Zoned Properties or BPB. In accordance with Marshall & Stevens’ policies and procedures, a fairness committee was not required to, and did not, approve the issuance of the Fairness Opinion.

Marshall & Stevens was not engaged to consider or advise upon the fairness of any other aspect of the Asset Sale, such as, without limitation, any fees paid to bankers, brokers or other advisors, the allocation of transaction costs, representations and warranties, the timing of the distribution to non-Management Group stockholders of Zoned Properties and/or any closing conditions. In reaching its conclusions, Marshall & Stevens did not consider the impact (positive or negative) of the transaction itself on Zoned Properties. Marshall & Stevens was not retained to consider or to give advice, and did not consider and gave no advice, as to whether the consummation of the transaction is in the best interests of Zoned Properties or its non-Management Group stockholders, or whether any other transactions are available to Zoned Properties or its non-Management Group stockholders which would be preferable to a liquidation strategy, or whether this is the best transaction available to Zoned Properties or its non-Management Group stockholders.

Marshall & Stevens acted only as a valuation advisor to the Board and not as a financial advisor, dealer, broker or fiduciary to the Board, Zoned Properties, the non-Management Group stockholders, or any other individual or entity in connection with the proposed Asset Sale. The Fairness Opinion is for the exclusive use of the Board and may only be relied upon by the Board.

The summary of Marshall & Stevens’ Fairness Opinion in this proxy statement is qualified in its entirety by reference to the full text of its written Fairness Opinion, which is included as Annex B to this proxy statement and sets forth the assumptions made, procedures followed, matters considered and limitations on the scope of the review undertaken by Marshall & Stevens in preparing its Fairness Opinion. You are encouraged to read the Fairness Opinion carefully in its entirety. However, neither Marshall & Stevens’ written Fairness Opinion nor the summary of its Fairness Opinion and the related analyses set forth in this proxy statement is intended to be, and they do not constitute, tax advice or a recommendation to any stockholder of Zoned Properties as to how such stockholder should vote or act with respect to the Asset Sale or any other matter, or whether to purchase, sell or hold any securities.

In arriving at its opinion, Marshall & Stevens:

•        Reviewed publicly available business and financial information relating to Zoned Properties and BPB;

•        Reviewed internal financial and operating information related to Zoned Properties and BPB, where applicable;

•        Interviewed members of Zoned Properties’ independent management team and advisors;

•        Conducted an independent appraisal of the real estate assets included in the Assets;

•        Valued the CKG Note, included in the Assets, at fair value; and

•        Prepared certain financial analyses, which included such valuation analyses as Marshall & Stevens considered necessary and appropriate.

The Fairness Opinion was based on financial analyses prepared in accordance with applicable professional standards. These procedures included such valuation analyses as Marshall & Stevens considered necessary and appropriate under the circumstances. In reliance upon the fact that Zoned Properties has taken a going concern exception to its financial statements, Marshall & Stevens did not use a going concern valuation, but rather a liquidation analysis which looks to the net asset value of Zoned Properties without any going concern value. Marshall & Stevens determined financial fairness to Zoned Properties’ non-Management Group stockholders by comparing the value of the Assets (less estimated transaction costs which would be otherwise incurred by Zoned Properties in liquidating the Assets on a piecemeal basis) to the net proceeds to the non-Management Group stockholders without taking into account or applying any premium for any change of control of Zoned Properties.

Marshall & Stevens also took into account its assessment of general economic, capital market, and financial conditions as of May 15, 2026, as well as its experience in transactions in general and with respect to industry participants. This assessment included, but was not limited to, evaluation of U.S. gross domestic product, employment rates, interest rates, inflation, stock markets, consumer sentiment, the legal cannabis dispensary industry, and the commercial leasing industry.

Marshall & Stevens’ analyses relied upon, but were not necessarily limited to, the consideration of the following information:

•        The MBO APA;

•        The CKG PSA;

•        The audited historical financial statements of Zoned Properties and/or its subsidiaries for the years ended December 31, 2023 through December 31, 2025;

•        The unaudited historical financial statements of Zoned Properties and/or its subsidiaries for the year-to-date period ended March 31, 2026;

•        Information relating to the applicable industry and similar companies to Zoned Properties;

•        Discussions with and information provided by Zoned Properties’ independent management team; and

•        Such other information as Marshall & Stevens determined to be useful to its analysis.

In connection with its review, Marshall & Stevens did not independently verify any of the foregoing information or projections, and relied upon its completeness and accuracy in all material respects. Among other things, Marshall & Stevens assumed that all provisions related to the financial elements of the Asset Sale are as set forth in the MBO APA.

Under the Proposed Asset Sale, Zoned Properties’ stockholders would receive as a liquidating dividend promptly following consummation of the Asset Sale, the Purchase Price adjusted for cash, liabilities and the $2,000,000 liquidation preference payable to the holders of Zoned Properties’ preferred shares. The Board expects the sale of the CKG Properties to close prior to closing of the Asset Sale. Zoned Properties advised Marshall & Stevens that the net proceeds to Zoned Properties common stockholders would be approximately $6,528,579, as follows:

See “The Asset Sale — Anticipated Use of Proceeds” for additional information regarding the proposed special dividend.

Marshall & Stevens relied upon and used this estimate as the basis for its evaluation of the fairness of the Asset Sale to the non-Management Group stockholders.

Marshall & Stevens also performed appraisals of Zoned Properties’ real property assets, excluding the CKG Properties (as the Fairness Opinion analysis assumes that the CKG Properties will be sold prior to closing the Asset Sale). Real estate values were subjected to a ±10% sensitivity analysis. Based on Marshall & Stevens’ appraisals, the total real property valuation, excluding the CKG Properties, was determined to be in the range of $6.79 million and $8.29 million.

Based on an assessment of quoted market interest rates for commercial real estate, Marshall & Stevens determined that a market interest rate on a promissory note with a similar risk profile to the CKG Note would be between 6.0% and 9.5%. Therefore, the fair market value of the CKG Note was determined to be between $4.64 million and $5.09 million.

The net asset value method indicated a valuation range of $6.137 million to $8.140 million. After considering asset disposition expenses, estimated at 5% of the book value of all assets other than cash, the adjusted net asset value of Zoned Properties was $5.557 million to $7.459 million. The trading price of Zoned Properties’ common stock indicated a valuation range of $5.292 million to $6.797 million, based on the low-high stock price range over the 30 trading days ended May 15, 2026. Marshall & Stevens’ concluded valuation range of Zoned Properties was an average of these three indications, resulting in an equity value range of $5.662 million to $7.465 million.

An evaluation of the results of Marshall & Stevens’ analyses is not entirely mathematical. Rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the analyses. The estimates contained in Marshall & Stevens’ analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. Accordingly, the estimates used in, and the results derived from, Marshall & Stevens’ analyses are inherently subject to substantial uncertainty.

Interests of Certain Persons in the Asset Sale

In considering the recommendation of the Board to vote for the Asset Sale presented at the Special Meeting, you should be aware that certain of Zoned Properties’ directors and executive officers have interests in the Asset Sale that are different from, or in addition to, the interests of Zoned Properties’ stockholders generally. The Board and the Special Committee were aware of and considered these interests, among other matters, in evaluating the Asset Sale and related documents and before recommending to Zoned Properties’ stockholders that they vote in favor of the Asset Sale Proposal.

Management Group’s Interests

Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Berekk Blackwell, the Company’s President and Chief Operating Officer; and Patrick Moroney, a full-time, non-officer employee of the Company, are all owners of BPB and counterparty of the MBO APA. As a result, Messrs. McLaren, Blackwell, and Moroney have a direct financial interest in BPB and therefore, in the consummation of the Asset Sale.

In addition, in connection with the MBO APA, the Company entered into certain agreements with the Management Group that provide for the payment of compensation and other benefits that are contingent upon the consummation of the Asset Sale.

If the Asset Sale is completed, BPB will beneficially own 100% of the Assets.

Material Event Agreements

The Company entered into a Material Event and Amendment Agreement with Mr. McLaren and a Material Event agreement with Mr. Blackwell (collectively, the “Material Event Agreements”). Each agreement provides that, upon the occurrence of a “Material Event” which includes the consummation of the transactions contemplated by the MBO APA, the applicable individual will be entitled to receive certain equity and cash compensation.

Bryan McLaren

Pursuant to his Material Event and Amendment Agreement, upon the consummation of the Asset Sale, Mr. McLaren will be entitled to receive:

(i)     250,000 shares of the Company’s common stock; and

(ii)    A cash payment equal to (i) one year of his base salary (currently $275,000) plus (ii) an amount equal to 35% of the fair market value of such shares.

Mr. McLaren’s agreement also amends his existing employment and change-in-control arrangements to align with the Asset Sale and replaces certain “change in control” provisions with a “Material Event” construct tied to the transaction.

Berekk Blackwell

Pursuant to his Material Event Agreement, upon the consummation of the Asset Sale, Mr. Blackwell will be entitled to receive:

(i)     150,000 shares of the Company’s common stock; and

(ii)    A cash payment equal to (i) one year of his base salary (currently $210,000) plus (ii) an amount equal to 35% of the fair market value of such shares.

Mr. Blackwell is also required to resign from all positions with the Company and its subsidiaries upon the closing of the Asset Sale.

Patrick Maroney

Pursuant to his Material Event Agreement, upon the consummation of the Asset Sale, Mr. Moroney will be entitled to receive:

(i)     150,000 shares of the Company’s common stock; and

(ii)    A cash payment equal to (i) one year of his base salary (currently $125,000) plus (ii) an amount equal to 35% of the fair market value of such shares.

Mr. Moroney is also required to resign from all positions with the Company and its subsidiaries upon the closing of the Asset Sale.

Severance Agreements and Release of Claims

Payment of the compensation described above is conditioned upon each individual executing a severance agreement and general release of claims in favor of the Company, which includes: (a) a release of claims relating to employment and the Asset Sale; (b) customary confidentiality obligations; and (c) certain cooperation and non-disclosure obligations. Payments are generally made following the execution of such agreements and the expiration of a revocation period.

Conflicts of Interest

Because Messrs. McLaren, Blackwell, and Moroney are both (i) affiliated with the Company (Messrs. McLaren and Blackwell are officers of the Company and Mr. Moroney is a full-time, non-officer employee of the Company), and (ii) equity owners of BPB, they have interests that are different from, or in addition to, those of the Company’s stockholders generally. In particular:

(i)     They will receive transaction-contingent compensation upon closing; and

(ii)    They will benefit indirectly through their ownership interests in BPB from the acquisition of the Company’s assets.

RISK FACTORS

In addition to the other information contained in this proxy statement, you should carefully consider the following risk factors in determining whether to vote for the approval of the Asset Sale and the other proposals described in this proxy statement. You should also read and consider the risk factors associated with Zoned Properties’ Business because these risk factors may affect its operations and financial results regardless of whether the Asset Sale is consummated. These risk factors may be found under Part I, Item 1A, “Risk Factors” in Zoned Properties’ 2025 Annual Report, as updated by its Quarterly Reports on Form 10-Q and future filings with the SEC, each of which is on file or will be filed with the SEC. See the section entitled “Where You Can Find Additional Information” beginning on page 57 for information on where you can find the documents filed by Zoned Properties with the SEC.

The Asset Sale is a “related party transaction,” which may lead to actual or perceived conflicts of interest.

BPB is owned by Mr. McLaren, our Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Mr. Blackwell, our President and Chief Operating Officer, and Mr. Moroney, a full-time, non-officer employee of the Company. Because our executive leadership is on both sides of the transaction, there is an inherent risk of conflicts of interest regarding the negotiation of the Purchase Price and terms.

Although the Special Committee, composed of the Company’s independent directors, has overseen the process, dissatisfied stockholders may still challenge the fairness of the transaction. Legal challenges or proxy contests related to these conflicts could delay the closing, result in significant legal costs, or prevent the MBO APA from being consummated.

The Asset Sale is subject to stockholder approval of the disinterested parties to the transaction.

A condition to closing the Asset Sale is the approval of the Asset Sale by a majority of the voting power held by disinterested stockholders (i.e., excluding the shares held by the Management Group and their affiliates). If our non-Management Group stockholders do not perceive the Purchase Price or the transaction terms as favorable, they may vote against the Asset Sale Proposal. Failure to obtain stockholder approval would prevent the closing of the Asset Sale.

The final Purchase Price is subject to significant adjustments based on interim real estate transactions, which creates uncertainty.

The $7.0 million base Purchase Price is not fixed and will fluctuate based on several factors before closing:

•        Additional Assets:    If we acquire new real estate before closing, the Purchase Price will increase by the cash paid, but decrease by any debt issued.

•        Sale of the CKG Properties:    The Purchase Price will shift depending on whether the CKG Properties are sold to third parties or retained and transferred to BPB.

•        Assumed Liabilities:    If BPB assumes debt currently held by the Company as part of the closing, the Purchase Price will decrease by the amount of the debt balance transferred.

These variables make it difficult for stockholders to value the total consideration of the deal at the time of voting and may impact our final liquidity position.

BPB must raise sufficient capital to fund the Purchase Price, and there is no guarantee they will be able to do so.

The MBO APA includes a closing condition that BPB must raise the capital required, in its sole discretion, to fund the Purchase Price. BPB does not currently have a committed financing arrangement disclosed in the MBO APA. If capital markets tighten or if BPB’s creditworthiness is questioned, BPB may be unable to secure funding, leading to a termination of the agreement.

The Company retains the right to terminate the MBO APA during the Go Shop period if it receives a proposal on terms more favorable to stockholders than the MBO APA.

While this is intended to maximize stockholder value, it creates uncertainty regarding the finality of the deal. If a superior proposal is pursued, we may suffer from prolonged operational distraction and potential loss of our current executive leadership.

BPB has a broad right to terminate the MBO APA based on due diligence.

Pursuant to the MBO APA, BPB has a 180-day due diligence period (expiring July 14, 2026) during which BPB can terminate the MBO APA for any reason in its sole discretion. If BPB terminates during this period, our stock price may decline significantly as the market reacts to the failed Asset Sale.

If the MBO APA closes, following the closing, we will be a “shell company” with no remaining operations, which may limit the liquidity of our common stock.

If and when the MBO APA closes, we will have sold substantially all of our operating assets and intellectual property to BPB. We would then be classified as a “shell company” under SEC rules, which carries significant regulatory burdens. We will no longer have an active business to generate revenue, and our sole remaining assets will likely be the cash proceeds (net of transaction costs and liabilities) and potentially the CKG Note. Additionally, the availability of Rule 144 for resales of our securities by stockholders will be significantly limited.

Our Board may elect to liquidate and dissolve the Company, and the timing and amount of any distributions are uncertain.

If the Board determines that it is in the best interest of stockholders to liquidate the Company following the Asset Sale, if consummated, rather than pursuing an RTO:

•        We must satisfy all remaining corporate liabilities, including potential tax obligations and “tail” insurance, before any cash is distributed to stockholders.

•        The liquidation process can be lengthy. Stockholders may not receive a distribution for several months or even years following the Closing.

•        There is no guarantee that the net proceeds available for distribution will equal or exceed the current trading price of our common stock.

We may seek a reverse merger or other business combination transaction involving the public company or a new business activity, which involves significant risks and uncertainty. The Board may choose to use the remaining public shell to acquire a new, unrelated business through a reverse merger or other transaction.

Any such transaction would likely involve the issuance of a significant number of new shares, which would substantially dilute the ownership of our existing stockholders. We may be unable to identify a suitable target, or we may acquire a business with undisclosed liabilities or a failing business model. A reverse merger typically results in a change of control where our current stockholders would no longer hold a majority interest in the combined entity.

Stockholders may be required to approve a change in our primary business purpose or a formal plan of liquidation.

Under Nevada law and our governing documents, the sale of all or substantially all of our assets requires a stockholder vote. If the Asset Sale Proposal is approved but a subsequent liquidation or reverse merger (or other business combination transaction involving the public company) is not, we may continue to incur the high costs of being a public company without any operational revenue to offset those costs. This could rapidly deplete the $7.0 million (as adjusted) Purchase Price, leaving little to no value for stockholders.

The loss of our executive leadership team upon closing of the proposed Asset Sale will leave the Company without experienced management.

Since BPB is owned by Mr. McLaren, our Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Mr. Blackwell, our President and Chief Operating Officer; and Mr. Moroney, a full-time, non-officer employee of the Company, these individuals will likely focus their efforts on the business of BPB after the closing of the Asset Sale. The remaining public shell will be left without its primary leadership team to manage the transition, liquidation, or search for a reverse merger target. Hiring a new management team to oversee a shell company would incur significant additional administrative expenses.

The announcement and pendency of the Asset Sale, whether or not consummated, may adversely affect our business.

The announcement and pendency of the Asset Sale, may adversely affect the trading price of our common stock, our business or our relationships with clients, vendors, and employees. As a result of the announcement and pendency of the Asset Sale, third parties may be unwilling to enter into material agreements with respect to our business. New or existing clients, vendors and other business partners may prefer to enter into agreements with other parties who have not expressed an intention to sell their business because clients and business partners may perceive that such new relationships are likely to be more stable. In addition, pending the completion of the Asset Sale, we may be unable to attract and retain key personnel as our employees may become concerned about the future of our business and lose focus or seek other employment. Furthermore, our management’s focus and attention and employee resources may be diverted from operational matters during the pendency of the Asset Sale. In the event that the Asset Sale is not completed, the announcement of the termination of the MBO APA may also adversely affect the trading price of our common stock, our business or our relationships with clients, vendors and employees.

We cannot be sure if or when the Asset Sale will be completed.

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions, including approval of the Asset Sale by our stockholders, the absence of a Seller Material Adverse Effect, the receipt of required governmental and third-party consents, and BPB having sufficient capital to fund the Purchase Price. We cannot guarantee that the closing conditions set forth in the MBO APA or related documents will be satisfied. If we are unable to satisfy the closing conditions, or if other mutual closing conditions are not satisfied, BPB will not be obligated to complete the Asset Sale.

If the Asset Sale is not completed, the Special Committee and our Board, in discharging their fiduciary obligations to our stockholders, will evaluate other strategic alternatives to the Asset Sale that may be available, which alternatives may not be as favorable to our stockholders as the Asset Sale. Any future sale of substantially all of our assets or other transactions may be subject to further stockholder approval.

If we fail to complete the Asset Sale, the failure to maintain existing business relationships or enter into new ones could adversely affect our business, results of operations, and financial condition. If we fail to complete the Asset Sale, we expect that we will continue to operate our existing business and assets. The potential for loss or disaffection of employees, tenants, counterparties or other business partners following a failure to consummate the Asset Sale could have a material, negative impact on the value of our business.

In addition, if the Asset Sale is not consummated, our management and other employees will have expended extensive time and effort and their focus and attention will have been diverted from operational matters during the pendency of the Asset Sale, and we will have incurred significant third-party transaction costs, in each case without any commensurate benefit, which may have a material and adverse effect on our results of operations and financial condition.

The MBO APA limits our ability to pursue alternatives to the Asset Sale.

Although the MBO APA does permit us to consider and accept a superior proposal, the existence of the MBO APA may deter other potential buyers from seeking to acquire the Company or its assets. During the term of the MBO APA, we are subject to a “go-shop” period followed by a “no-shop” restriction, pursuant to which we are restricted, after the expiration of the go-shop period, from soliciting competing acquisition proposals and from engaging in discussions with third parties regarding alternative transactions, subject to limited exceptions.

These provisions could make it less advantageous for a third party that might have an interest in acquiring us to consider or propose an alternative transaction, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by BPB.

Because the Asset Sale involves the disposition of substantially all of our assets and operations, our business following the Asset Sale will be substantially different.

Because the Asset Sale involves the disposition of substantially all of our assets and operations, if the Asset Sale is completed, our business will be substantially different and may consist of limited or no ongoing operations.

Following the closing of the Asset Sale, we expect to wind down operations not included among the purchased assets, as required under the MBO APA, and our future business strategy, if any, will depend on our ability to identify and execute alternative business opportunities or strategic transactions.

There can be no assurance that we will be able to identify or execute any such opportunities, achieve or sustain profitability, or generate positive cash flows in the future.

We will no longer own or operate the assets being sold and will not participate in any future appreciation of those assets.

After the Asset Sale, we will have no ongoing ownership interest in the purchased assets or the business being sold. We will cease to participate in any future earnings, growth or appreciation in value of such assets and business and will not participate in any potential future sale of such assets by BPB.

It is possible that BPB could realize significant returns on its investment in the purchased Assets.

Our stockholders may not receive any distribution from the Asset Sale and may not realize any return of value.

We currently intend to distribute a portion of the net proceeds from the Asset Sale to our stockholders. Any decision to declare and pay a special dividend will be made by our Board of Directors in its sole discretion and will depend on a number of factors, including our financial condition, results of operations, capital requirements and other considerations. Among other things, in determining the amount of the net available balance of cash to be distributed to stockholders as a special dividend, if any, the Company anticipates that it will need to retain at least a $500,000 cash balance as operating capital, following the liquidation, in order to maintain ongoing public filing and reporting requirements, at least until such a time as the Company may be able to complete a reverse merger or other transaction involving the public company. See “The Asset Sale — Anticipated Use of Proceeds.”

Stockholders do not have appraisal rights in connection with the Asset Sale. Accordingly, stockholders will not directly receive any liquidity from the Asset Sale unless and until any distribution is declared, and the only return to them may be based on any future appreciation in our stock price or upon a future sale, liquidation or other transaction involving the Company.

There can be no assurance that stockholders will receive any return on their investment.

We will continue to incur the expenses of complying with public company reporting requirements following the Asset Sale.

After the Asset Sale, we will continue to be required to comply with the applicable reporting requirements of the Exchange Act, Sarbanes-Oxley Act, Dodd-Frank Act and SEC and exchange rules, and will incur significant legal, accounting and other expenses in connection with such compliance.

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Asset Sale from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into agreements similar to the Asset Sale involving a sale its business or other business combinations. In addition, we may be subject to private actions, collective actions, investigations, and various other legal proceedings by stockholders, customers, employees, competitors, government agencies, or others. Even if the lawsuits are without merit, defending against these claims can result in substantial costs, damage to our reputation, and divert significant amounts of management time and resources. If any of these legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, it could be exposed to monetary damages or limits on its ability to operate its business, which could have an adverse effect on our business, liquidity financial condition, and operating results. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the closing of the Asset Sale, then that injunction may delay or prevent the Asset Sale from being consummated, which may adversely affect our business, financial position and results of operation. As of the date of this proxy statement, we are not aware of any securities class action lawsuits or derivative lawsuits having been filed in connection with the proposed Asset Sale.

The MBO APA contains restrictive covenants that may limit our operations prior to closing.

Prior to the closing of the Asset Sale, the MBO APA restricts the Seller Parties from taking certain actions without BPB’s consent, including entering into new lines of business, incurring indebtedness outside the ordinary course, disposing of assets outside the ordinary course, or engaging in certain other activities.

These restrictions may limit our ability to operate our business in the ordinary course or to respond to changing market conditions prior to the closing.

Our directors and officers may have interests in the Asset Sale that differ from, or are in addition to, the interests of stockholders.

Our directors and officers may have interests in the Asset Sale that may be different from, in addition to, or in conflict with, the interests of our stockholders. These interests and arrangements may create potential conflicts of interest and may influence the decision-making process with respect to the Asset Sale. Specifically, the Management Group are the directors and officers of the Company, as well as the owners of BPB.

The Board, acting upon the recommendation of the Special Committee, was aware of and considered these interests, among other matters, in approving the MBO APA and recommending that stockholders vote to approve the Asset Sale. See “The Asset Sale — Interests of Certain Persons in the Asset Sale.”

The valuation advisor’s Fairness Opinion will not be updated to reflect changes in circumstances between the date of the Fairness Opinion and the completion of the Asset Sale.

Our Board has obtained a Fairness Opinion from Marshall & Stevens in connection with the Asset Sale and does not expect to request an update to such Fairness Opinion. Changes in our operations and prospects, general market and economic conditions, and other factors that may be beyond our control, and on which Marshall & Stevens’ Fairness Opinion was, in part, based, may significantly differ from the information underlying the Fairness Opinion by the time the Asset Sale is completed. The Fairness Opinion speaks only as of May 15, 2026 and is based on information and conditions existing at that time. The Fairness Opinion does not speak as of the time the Asset Sale will be completed or as of any date other than the date of such opinion. The Board’s recommendations, however, are as of the date of this proxy statement. For a description of the Fairness Opinion, see “The Asset Sale — Opinion of Valuation Advisor to the Board”.

The unaudited pro forma financial information is presented for illustrative purposes only and may not reflect our financial condition or results following the Asset Sale.

The unaudited pro forma financial information contained elsewhere in this proxy statement is presented for illustrative purposes only and may not be an indication of our financial condition or results of operations following the completion of the Asset Sale for several reasons. The unaudited pro forma financial information has been derived from our historical financial statements and adjustments and assumptions have been made regarding the Company after giving effect to the Asset Sale. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. As a result, our actual financial condition and results of operations following the completion of the Asset Sale may not be consistent with, or evident from, the unaudited pro forma financial information. The assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect our financial condition or results of operations following the Asset Sale. Any decline or potential decline in our financial condition or results of operations may cause significant variations in the market price of our common stock.

Stockholders will not have appraisal or dissenters’ rights in connection with the Asset Sale.

Under Nevada law, our stockholders are not entitled to appraisal or dissenters’ rights in connection with the Asset Sale.

Failure to complete the Asset Sale could cause our stock price to decline.

The failure to complete the Asset Sale may create doubt as to the value of our Business and about our ability to effectively implement its current business strategies and/or a strategic transaction, which may result in a decline in the market price of our common stock.

The Asset Sale may trigger rights under the Company’s outstanding securities or contractual arrangements.

The Asset Sale may constitute a change in control, asset sale or similar event under the terms of certain of our outstanding securities, contracts, or other arrangements.

If triggered, such provisions may require that we make payments, offer to repurchase securities, obtain consents, or otherwise take actions that could increase the costs associated with the Asset Sale or delay its completion. There can be no assurance that we will be able to satisfy any such obligations on favorable terms, if at all.

The interests of certain of our directors and executive officers in the Asset Sale, including transaction-contingent compensation arrangements and their ownership interests in BPB, may create conflicts of interest and may have influenced the negotiation and approval of the Asset Sale.

In considering the recommendation of our Board with respect to the MBO APA and the transactions contemplated thereby, including the Asset Sale, stockholders should be aware that certain of our directors and executive officers have interests in the Asset Sale that may be different from, or in addition to, the interests of our stockholders generally.

In particular, each of Mr. McLaren, Mr. Blackwell, and Mr. Moroney is an equity owner of BPB. As a result, these individuals have a direct financial interest in BPB and will benefit from BPB’s acquisition of our Assets. At the same time, these individuals have participated in the evaluation, negotiation and approval process relating to the Asset Sale as officers of the Company.

In addition, in connection with the MBO APA, we entered into Material Event Agreements with Messrs. McLaren, Blackwell, and Moroney that provide for the payment of equity and cash compensation that is contingent upon the consummation of the Asset Sale. These payments include the issuance of shares of our common stock and cash payments based on a multiple of base salary and the value of such shares, and are payable only upon the closing of the Asset Sale and subject to the execution and non-revocation of severance agreements and releases of claims.

These arrangements create incentives for such individuals to favor the consummation of the Asset Sale, including on terms that may not be the same as those that might be negotiated between unaffiliated parties. In addition, because these individuals are affiliated with BPB, they may have interests in the transaction that differ from, or conflict with, the interests of our unaffiliated stockholders.

Although our Board established the Special Committee, composed of the Company’s independent directors, to evaluate and negotiate the Asset Sale and considered these interests in approving the MBO APA and recommending that stockholders approve the Asset Sale, these conflicts of interest may nevertheless have influenced the negotiation of the terms of the Asset Sale and could affect stockholders’ assessment of the fairness of the transaction.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated balance sheet as of March 31, 2026, and the unaudited pro forma consolidated statement of income for the three months ended March 31, 2026 and for the year ended December 31, 2025 present the disposal of the Assets in connection with the Asset Sale. The unaudited pro forma consolidated financial information is intended to provide you with information about how the Asset Sale might have affected Zoned Properties’ historical financial statements.

The unaudited pro forma consolidated balance sheet as of March 31, 2026 reflects the disposal of the Assets as if the Asset Sale had occurred on March 31, 2026. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflects the disposal of the Assets as if the Asset Sale had been consummated on January 1, 2025.

The following unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

On January 15, 2026, the Seller Parties and BPB entered into the MBO APA, pursuant to which the Company agreed to sell the Assets, which represents the sale of substantially all of the Company’s assets. See “The Asset Sale.”

On April 20, 2026, the CKG Sellers entered into the CKG PSA with the CKG Purchaser, pursuant to which the CKG Sellers agreed to sell the CKG Properties to the CKG Purchaser. See “The Asset Sale — The CKG Properties.”

On May 1, 2026, Woodward sold the Pleasant Ridge Assets to the Woodward Buyer. See “The Asset Sale — The Pleasant Ridge Assets.”

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only. The unaudited pro forma consolidated financial statements do not necessarily reflect what the consolidated Company’s financial condition or results of operations would have been had the Asset Sale, the sale of the CKG Properties, and the sale of the Pleasant Ridge Assets occurred on the dates indicated. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma consolidated financial statements also may not be useful in predicting the future financial condition and results of operations of the Company.

The unaudited pro forma consolidated financial information reflects the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma consolidated financial information. The unaudited pro forma consolidated financial information and accompanying notes have been derived from and should be read in conjunction with:

•        The historical audited financial statements of Zoned Properties as of December 31, 2025, and for the year ended December 31, 2025, and the related notes, which are included in Zoned Properties’ 2025 Annual Report, attached to this proxy statement as Annex C; and

•        The historical unaudited financial statements of Zoned Properties as of and for the three months ended March 31, 2026, and the related notes, which are included in Zoned Properties’ Q1 2026 Quarterly Report, attached to this proxy statement as Annex D.

The unaudited pro forma adjustments are based on information currently available, assumptions, and estimates underlying the pro forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma consolidated financial statements.

In summary, the historical consolidated financial information has been adjusted to give the estimated effect to the following pro forma transactions as if the transactions had occurred as of March 31, 2026 with respect to the unaudited pro forma consolidated balance sheet, and on January 1, 2025 with respect to the unaudited pro forma consolidated statements of operations, the beginning of the earliest period presented:

•        The proposed Asset Sale pursuant to the MBO APA (see Note 2. Adjustments to Unaudited Pro Forma Consolidated Financial Information — Transaction Accounting Adjustment — C);

•        The contemplated sale of the CKG Properties (see Note 2. Adjustments to Unaudited Pro Forma Consolidated Financial Information — Transaction Accounting Adjustment — A); and

•        The sale of the Pleasant Ridge Assets that closed on May 1, 2026 (see Note 2. Adjustments to Unaudited Pro Forma Consolidated Financial Information — Transaction Accounting Adjustment — B).

The unaudited pro forma consolidated financial information does not reflect the cost of any post-closing activities or benefits that may result from any new activities. Therefore, the unaudited pro forma consolidated financial information should not be considered indicative of actual results that would have been achieved had the proposed Asset Sale, the contemplated sale of the CKG Properties, and the sale of the Pleasant Ridge Assets occurred on the dates indicated and does not purport to indicate results of operations for any future period.

ZONED PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
March 31, 2026

See accompanying notes to unaudited pro forma consolidated financial statements.

ZONED PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET — (Continued)
March 31, 2026

See accompanying notes to unaudited pro forma consolidated financial statements.

ZONED PROPERTIES, INC. AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2026
(Unaudited)

See accompanying notes to unaudited pro forma consolidated financial statements.

ZONED PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

For the Year Ended December 31, 2025

See accompanying notes to unaudited pro forma consolidated financial statements.

ZONED PROPERTIES, INC. AND SUBSIDIARIES

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS — (Continued)

For the Year Ended December 31, 2025

See accompanying notes to pro forma consolidated financial statements.

ZONED PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

On January 15, 2026, the Seller Parties and BPB entered into the MBO APA, pursuant to which the Seller Parties agreed to sell to BPB all of the Seller Parties’ rights, title and interest in and to the Business, and the Assets. The Assets include, among other things, (i) the real property located at 410 S. Madison Drive, Tempe, AZ; (ii) the real property located at 13150 W. Bell Road, Surprise, AZ; (iii) the real property located at 3455 S. Ashland Avenue, Chicago, IL; (iv) the Company’s membership interests in ZPRE Holdings, Arizona Brokerage, Florida Brokerage, ZP Data 2, ZP Ohio B, and Zoneomics Green; (v) all rights under all contracts to which any Seller Party is a party or is bound as of the closing date that is related to the Business; (vi) all intellectual property of the Seller Parties; (vii) all prepaid expenses, security deposits, and certain other operational assets; and (vii) potentially certain additional assets that may be acquired by the Seller Parties prior to the closing of the Asset Sale.

A copy of the MBO APA is attached to this proxy statement as Annex A. You should read this proxy statement, including the MBO APA, carefully and in its entirety.

On April 20, 2026, the CKG Sellers entered into the CKG PSA with the CKG Purchaser for the sale of the three CKG Properties for an aggregate purchase price of $9.0 million. The CKG Purchase Price consists of $4.0 million in cash and a $5.0 million promissory note secured by a deed of trust. The transaction is scheduled to close on June 30, 2026, subject to extension rights that permit a staged closing in which two properties may close on the initial closing date and the third property may close at a later date. The CKG PSA includes customary provisions regarding title, closing conditions, and default remedies, and provides that the properties will be sold on an “as is,” “where is” basis, subject to limited exceptions.

There is no guarantee that the CKG PSA will close or that it will close on the proposed closing date. If the CKG PSA does not close before closing of the MBO APA, the CKG Properties become part of the purchased Assets and the Purchase Price in the MBO APA is increased by $9.0 million. If the sale of the CKG Properties is consummated before closing of the MBO APA, the CKG Properties themselves are not included in the purchased Assets, but the related $5.0 million promissory note and security documents are included in the MBO APA, assigned to BPB at closing, and the Purchase Price as provided in the MBO APA will be increased by the principal amount of such note.

In connection with the proposed Asset Sale and the potential sale of the CKG Properties, the transactions are subject to certain contingencies (including, with respect to the Asset Sale, stockholder approval), and accordingly, not all the requirements under ASC 360-45-9 related to long-lived assets held for sale have been met, and certain contingencies exist, such as local government approvals and the attainment of financing. The Company will reassess the classification of these assets during each subsequent period.

On May 1, 2026, Woodward closed the sale of the Pleasant Ridge Assets.

The unaudited pro forma consolidated balance sheet as of March 31, 2026 reflects the disposal of the Assets as if the Asset Sale had occurred on March 31, 2026. The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025 reflects the disposal of the Assets as if the Asset Sale had been consummated on January 1, 2025.

The pro forma adjustments reflecting consummation of the Asset Sale, the sale of the CKG Properties, the sale of the Pleasant Ridge Assets, and the related transactions are based on certain currently available information and certain assumptions and methodologies that the Company’s management believes are reasonable under the circumstances. The unaudited consolidated pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. The Company’s management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the transactions based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma consolidated financial information.

In connection with the closing, the parties have entered into, or will enter into (i) and Assignment and Assumption of Land Contract with respect to the Pearlman Land Contract among Woodward, the Woodward Buyer, and Thomas A. Pearlman, Trustee of the Thomas A. Pearlman Revocable Trust u/a/d 6/13/2005 (the “Pearlman Land Contract Assignment”); (ii) an Assignment and Assumption of Land Contract with respect to the Gangnier Land Contract among Woodward, the Woodward Buyer, and Gangnier Investment, LLC (the “Gangnier Land Contract Assignment”); and (iii) an Assignment and Assumption of Lease among Woodward, the Woodward Buyer, and Rapid Fish 2, LLC, as tenant (the “Lease Assignment” and together with the Pearlman Land Contract Assignment and Gangnier Land Contract Assignment, the “Assignment Agreements”).

Each of the Assignment Agreements became automatically effective upon the consummation of the closing of the transaction contemplated by the Woodward Agreement. From and after the effective time of such closing, (i) Woodward assigned to the Woodward Buyer all of its right, title, and interest in and to the applicable land contract or lease, as applicable, and (ii) the Woodward Buyer assumed and agreed to perform all obligations of Woodward arising under such agreements from and after the effective date thereof. Under the Assignment Agreements, the Woodward Buyer did not assume liability for obligations arising prior to the effective time of the assignments, and Woodward retained such pre-closing liabilities. In addition, each applicable counterparty (including the land contract sellers and the tenant under the Woodward Lease) consented to the applicable assignment and agreed to release Woodward from liabilities arising under the assigned agreements from and after the effective time of such assignment.

Transaction Accounting Adjustment B reflects the sale of the Woodward Property for $600,000 in cash, and the removal of all related assets consisting of the respective rental properties, net and deferred rent receivable, and the removal of related liabilities such as notes payable that were assumed by the Woodward Buyer, accounts payable and accrued expenses, and security deposits payable.

Transaction Accounting Adjustment — C

On January 15, 2026, the Seller Parties entered into the MBO APA with BPB. BPB is owned by Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Berekk Blackwell, the Company’s President and Chief Operating Officer; and Patrick Moroney, a full-time, non-officer employee of the Company.

The Board formed the Special Committee, consisting of the Company’s three independent directors, that has reviewed, negotiated and overseen the MBO APA and the other transaction documents contemplated by the MBO APA. The Special Committee approved the MBO APA, the other transaction documents and the Asset Sale, prior to execution of the MBO APA. The MBO APA and the other transaction documents related to the Asset Sale were also approved by the full Board prior to execution of the MBO APA.

Pursuant to the terms of the MBO APA, the Seller Parties agreed to sell to BPB, and BPB agreed to purchase from the Seller Parties, subject to the terms of the MBO APA, all of the Seller Parties’ rights, title and interest in and to the Business, and the Assets. The Assets include, among other things, (i) the real property located at 410 S. Madison Drive, Tempe, AZ; (ii) the real property located at 13150 W. Bell Road, Surprise, AZ; (iii) the real property located at 3455 S. Ashland Avenue, Chicago, IL; (iv) the Company’s membership interests in ZPRE Holdings, Arizona Brokerage, Florida Brokerage, ZP Data 2, ZP Ohio B, and Zoneomics Green; (v) all rights under all contracts to which any Seller Party is a party or is bound as of the closing date that is related to the Business; (vi) all intellectual property of the Seller Parties; (vii) all prepaid expenses, security deposits, and certain other operational assets; and (vii) potentially certain additional assets that may be acquired by the Seller Parties prior to the closing of the Asset Sale.

Subject to adjustment as set forth in the MBO APA, the Purchase Price for the Assets will be $7,000,000, less the Assumed Indebtedness (as defined in the MBO APA).

The parties to the MBO APA acknowledged and agreed that between January 15, 2026 and the date of the closing of the Asset Sale, the Company or one or more affiliates of the Company may acquire or invest in the Additional Assets. Upon acquisition of or investment in the Additional Assets, (i) such Additional Assets shall be deemed included in the “Assets” for purposes of the MBO APA; (ii) the Purchase Price will be increased by the amount of the cash portion of the Purchase Price paid therefore by the Company or its affiliate; (iii) the Purchase Price will be decreased by the amount of any Additional Asset Acquisition Indebtedness; and (iv) such Additional Asset Acquisition Indebtedness will be deemed included in the assumed liabilities pursuant to the MBO APA.

The potential adjustments for the Purchase Price included the potential sale of the Pleasant Ridge Assets, which subsequently closed on May 1, 2026. Accordingly, the Pleasant Ridge Assets will not be part of the purchased Assets.

In addition, the Company may also sell the CKG Properties to a third party for a total CKG Purchase Price of $9,000,000, of which $4,000,000 is expected to be paid in cash, and $5,000,000 is expected to be paid via a CKG Note. In the event that the sale of the CKG Properties is not consummated prior to the closing of the Asset Sale, then the CKG Properties will be deemed included in the “Assets” and the Purchase Price will be increased by the amount of the CKG Purchase Price.

The closing of the Asset Sale is subject to certain closing conditions, including, but not limited to, (i) the Company and the Special Committee having received an opinion as to the fairness of the transactions, from a financial point of view, to the stockholders of the Company, and such opinion remaining valid and in full force and effect as of the closing; (ii) the MBO APA and the transactions set forth therein being approved by both (a) the stockholders of the Company holding a majority of the voting power of the Company, as required by Nevada law, and (b) stockholders of the Company holding a majority of the voting power of the Company, but excluding for such purposes any such stockholder, and shares of stock of the Company held by any persons who own, control or have any interest in BPB; (iii) receipt of any required regulatory approvals; (iv) raising by BPB of the capital required, in its sole discretion, to fund the Purchase Price; and (v) other customary closing conditions. The MBO APA contains customary representations, warranties and covenants.

Transaction Accounting Adjustments — D, E, and F

Adjustments to Unaudited Pro Forma Consolidated Statements of Operations

The pro forma Transaction Accounting Adjustments included in the unaudited pro forma consolidated statements of operations for the year ended December 31, 2025 are as follows:

•        Transaction Accounting Adjustment D — to reflect the reversal of the revenues, professional fees, general and administrative expenses, depreciation and amortization and real estate taxes as of the beginning of the period related to the sale of the CKG Properties.

•        Transaction Accounting Adjustment E — to reflect the reversal of the revenues, general and administrative expenses, depreciation and amortization, real estate taxes and impairment loss from rental properties as of the beginning of the period related to the sale of the Woodward Property.

•        Transaction Accounting Adjustment F — to reflect the reversal of the revenues, compensation and benefits, professional fees, brokerage fees, general and administrative expenses, depreciation and amortization, real estate taxes, property portfolio business development costs, and impairment loss from rental properties as of the beginning of the period related to the Asset Sale.

Transaction Accounting Adjustments — G, H, and I

Adjustments to Unaudited Pro Forma Consolidated Statements of Operations

The pro forma adjustments included in the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2026 are as follows:

•        Transaction Accounting Adjustment G — to reflect the reversal of the revenues, professional fees, general and administrative expenses, depreciation and amortization and real estate taxes as of the beginning of the period related to the sale of the CKG Properties.

•        Transaction Accounting Adjustment H — to reflect the reversal of the revenues, general and administrative expenses, depreciation and amortization, real estate taxes and impairment loss from rental properties as of the beginning of the period related to the sale of the Woodward Property.

•        Transaction Accounting Adjustment I — to reflect the reversal of the revenues, compensation and benefits, professional fees, brokerage fees, general and administrative expenses, depreciation and amortization, real estate taxes, property portfolio business development costs, and impairment loss from rental properties as of the beginning of the period related to the Asset Sale.

PROPOSAL NO. 1: THE ASSET SALE PROPOSAL

Zoned Properties is asking its stockholders to approve the Asset Sale, which represents the sale of substantially all of the assets of Zoned Properties pursuant to the terms of the MBO APA and adopt the MBO APA.

Holders of Zoned Properties common stock and preferred stock should carefully read this proxy statement in its entirety for more detailed information concerning the Asset Sale and the MBO APA, which is attached as Annex A to this proxy statement. See the section entitled “The Asset Sale,” beginning on page 15 of this proxy statement for additional information and a summary of certain terms of the MBO APA. You are urged to read carefully this proxy statement and the MBO APA in their entirety before voting on this proposal.

Risk Factors

We urge you to read the section entitled, “Risk Factors” beginning on page 35.

Vote Required

There are two voting thresholds that the Company must reach in order to approve the Asset Sale Proposal and effectuate the Asset Sale:

1.      Pursuant to the terms of the MBO APA and Nevada law, in order for the Company to effectuate the Asset Sale, stockholders holding at least a majority of the voting power at the close of business on the Record Date must vote “FOR” the approval of the Asset Sale Proposal.

2.      In addition, it is a closing condition in the MBO APA that a majority of the disinterested stockholders (i.e., shares not held by the Management Group) must vote “FOR” the Asset Sale.

A failure to vote your shares “FOR” the Asset Sale Proposal, or an abstention from voting with respect to Proposal No. 1, will have the same effect as a vote “AGAINST” the Asset Sale Proposal.

Board Recommendation

The BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ASSET SALE Proposal.

PROPOSAL NO. 2: COMPENSATION PROPOSAL

Overview

Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Zoned Properties is required to submit a proposal to its stockholders for a non-binding, advisory vote to approve certain compensation that may be paid or become payable to Zoned Properties’ named executive officers in connection with the Asset Sale. See “The Asset Sale — Interests of Certain Persons in the Asset Sale” and “The Asset Sale — Golden Parachute Compensation.”

Accordingly, Zoned Properties’ Board is asking Zoned Properties’ stockholders to vote “FOR” the following resolution at the Special Meeting:

“RESOLVED, that the compensation that may be paid or become payable to the named executive officers of Zoned Properties in connection with the Asset Sale, as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section of the proxy statement titled “The Asset Sale — Golden Parachute Compensation,” including the footnotes to the table and the associated narrative discussion, and the agreements and plans pursuant to which such compensation may be paid or become payable, is hereby APPROVED.”

Vote Required

The vote on Proposal No. 2 is separate and apart from the vote on the Asset Sale Proposal. Approval of Proposal No. 2 is not a condition to the closing of the Asset Sale. Because the vote on Proposal No. 2 is advisory only, it will not be binding on Zoned Properties. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, if the Asset Sale Proposal is approved and the Asset Sale is consummated, the transaction-related compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on this Proposal No. 2.

The approval of this Proposal No. 2 requires the approval from a number of shares cast in favor of the action that exceed the number of votes cast in opposition of such proposal. Abstentions and broker non-votes will have no effect on the outcome of this Proposal No. 2.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE ASSET SALE-RELATED COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.

PROPOSAL NO. 3: THE ADJOURNMENT PROPOSAL

Background of and Rationale for the Adjournment Proposal

The Board believes that if the number of shares of Zoned Properties common stock and preferred stock outstanding and entitled to vote at the Special Meeting and voting in favor of Proposal No. 1, the Asset Sale Proposal, is insufficient to approve the Asset Sale Proposal, it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Asset Sale Proposal.

In the Adjournment Proposal, Zoned Properties is asking its stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning or postponing the Special Meeting or any adjournment(s) or postponement(s) thereof. If Zoned Properties’ stockholders approve the Adjournment Proposal, Zoned Properties could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Asset Sale Proposal.

Additionally, approval of the Adjournment Proposal could mean that, in the event Zoned Properties receives proxies indicating that holders of a majority of the number of shares present in person or represented by proxy at the Special Meeting will vote against the Asset Sale Proposal, Zoned Properties could adjourn or postpone the Special Meeting without a vote on the Asset Sale Proposal and use the additional time to solicit the holders of those shares to change their vote in favor of the Asset Sale Proposal.

Vote Required

The Adjournment Proposal requires the approval from a number of shares cast in favor of the Adjournment Proposal that exceed the number of votes cast in opposition of the Adjournment Proposal. Abstentions and broker non-votes will have no effect on the outcome of this Proposal No. 3.

Board Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A
VOTE “FOR” APPROVAL OF THE ADJOURNMENT PROPOSAL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of our common stock and preferred stock as of the Record Date by:

•        Each director and each of our Named Executive Officers,

•        All executive officers and directors as a group, and

•        Each person known by us to be the beneficial owner of more than 5% of our outstanding common stock.

As of the Record Date, there were 13,180,829 shares of our common stock outstanding and 2,000,000 shares of preferred stock outstanding.

The number of shares of common stock beneficially owned by each person is determined under the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which such person has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days after the Record Date, through the exercise of any stock option, warrant or other right. Unless otherwise indicated, each person has sole investment and voting power (or shares such power with his or her spouse) with respect to the shares set forth in the following table. The inclusion herein of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Common Stock

____________

*        Less than 1%.

(1)      Includes (i) 250,000 shares of restricted common stock, subject to forfeiture and clawback, held by BAM Trust; and (ii) 250,000 shares of common stock Mr. McLaren has the right to acquire within 60 days pursuant to exercise of vested stock options. Mr. McLaren is trustee of BAM Trust and has voting and investment control over the shares held by BAM Trust.

(2)      Includes (i) 150,000 shares of restricted common stock, subject to forfeiture and clawback; and (ii) 102,500 shares of common stock Mr. Blackwell has the right to acquire within 60 days pursuant to exercise of vested stock options.

(3)      Includes (i) 200,000 shares of restricted common stock, subject to forfeiture and clawback; and (ii) 140,000 shares of common stock Mr. Friedman has the right to acquire within 60 days pursuant to exercise of vested stock options.

(4)      Includes (i) 200,000 shares of restricted common stock, subject to forfeiture and clawback; and (ii) 155,000 shares of common stock Mr. Honaman has the right to acquire within 60 days pursuant to exercise of vested stock options.

(5)      Represents (i) 200,000 shares of restricted common stock, subject to forfeiture and clawback, owned by AllAccess Capital Markets Ltd.; and (ii) 43,750 shares of common stock Mr. Stevens has the right to acquire within 60 days pursuant to exercise of vested stock options. Mr. Stevens is a principal of AllAccess Capital Markets Ltd.

(6)      Includes (i) 1,000,000 shares of restricted common stock, subject to forfeiture and clawback; and (ii) 691,250 shares of common stock the Company’s executive officers and directors, as a group, have the right to acquire within 60 days pursuant to exercise of vested stock options.

(7)      Includes 1,501,667 shares held by McLaren Family LLLP. Dr. McLaren is the general partner of McLaren Family LLLP and has voting and dispositive power over such shares and includes 137,500 vested stock options.

Preferred Stock

____________

(1)      As a result of the multiple votes afforded to holders of the preferred stock (50 votes per share), together, Mr. Johnston and Dr. McLaren have the ability to control the outcome of all matters submitted to a vote of stockholders. The percent of voting power in the table gives effect to the holder’s beneficial ownership of common stock and preferred stock.

(2)      Shares are held by McLaren Family LLLP. Dr. McLaren is the general partner of McLaren Family LLLP and has voting and dispositive power over such shares.

Annex A

Asset Purchase Agreement

By and Among

Zoned Properties, Inc.,

Zoned Arizona Properties, LLC,

ZP RE AZ Dysart, LLC,

ZP RE Holdings, LLC

and

BPB Partners, LLC

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