Zoned Properties, Inc.: directors' dealings · United States · SEC (Form 4)

About Zoned Properties, Inc.

Zoned Properties, Inc. (ticker ZDPY) is a small-cap U.S. real estate company focused on value-added commercial properties tied to emerging and highly regulated industries, with a historic emphasis on the regulated cannabis market in the United States. The company is headquartered in Scottsdale, Arizona, was founded in April 2014, and originally incorporated in Nevada in 2003 before changing its name to Zoned Properties in 2013. It is historically traded on the OTCQB market rather than NYSE/NASDAQ, so investors should view it as a U.S. microcap real-estate story rather than a mainstream listed REIT. ([ir.zonedproperties.com](https://ir.zonedproperties.com/faq/)) Zoned Properties’ core business has centered on identifying, acquiring, developing, and leasing commercial real estate assets where zoning, permitting, and development complexity can create mispriced opportunities. Management describes the company as a technology-driven property investment platform supported by proprietary property technology, advisory services, commercial brokerage, and an investment portfolio. The investment thesis has been that specialized real-estate expertise can unlock value in properties that are difficult to reposition, particularly for cannabis-related uses, and then monetize them through long-term, absolute-net lease structures. Importantly, the company states that it does not grow, harvest, sell, or distribute cannabis or any controlled substances; its role is limited to real estate and related services. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1279620/000121390026005387/ea027306801ex99-1_zoned.htm)) From a competitive standpoint, Zoned Properties operates in a narrow niche. Its potential advantages come from domain expertise, regulatory knowledge, and transactional capability in complex local markets. That said, the business is small, highly specialized, and exposed to industry concentration risk. Its broader platform approach — combining brokerage, advisory, and property technology — is intended to broaden the revenue base and support a national footprint for complex real-estate projects, but the company remains much less diversified than larger U.S. real estate operators. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1279620/000121390026005387/ea027306801ex99-1_zoned.htm)) Recent developments are material. On January 20, 2026, Zoned Properties announced definitive agreements covering the sale and liquidation of 100% of the company’s assets and operations, with a gross sale price described as $16 million, subject to shareholder approval and other closing conditions. The company said it would seek to repay debt, settle obligations, and then potentially distribute remaining net cash to shareholders via a special dividend if the transaction closes. The SEC filing for the first quarter of 2026 also confirms an asset purchase agreement dated January 15, 2026 involving a management buyout structure, underscoring that the company is in the middle of a strategic transition rather than a steady-state operating phase. ([sec.gov](https://www.sec.gov/Archives/edgar/data/1279620/000121390026005387/ea027306801ex99-1_zoned.htm))