Zoned Properties, Inc.

PREM14A 1 ea0292007-01.htm PROXY STATEMENT 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a -12 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): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11 . Table of Contents 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. Best regards, / s / Bryan McLaren Bryan McLaren Chairman, Chief Executive Officer & Chief Financial Officer Table of Contents 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. July [•], 2026 By Order of the Board of Directors of Zoned Properties, Inc. / s / Bryan McLaren Bryan McLaren Chairman, Chief Executive Officer & Chief Financial Officer Table of Contents TABLE OF CONTENTS Page Proxy Statement 1 About the Proxy Materials 1 Summary 2 Questions and Answers About the Special Meeting and Voting 8 Cautionary Note Regarding Forward-Looking Statements 14 The Asset Sale 15 Overview 15 Information About the Parties 15 General Description of the Asset Sale and the MBO APA 16 The CKG Properties 21 Impact of the Asset Sale to the Stock of Zoned Properties 22 Anticipated Use of Proceeds 22 Zoned Properties After the Completion of the Asset Sale 23 Background of the Asset Sale 23 The Board’s Reasons for Approving the Asset Sale 27 Opinion of Valuation Advisor to the Board 29 Interests of Certain Persons in the Asset Sale 31 Golden Parachute Compensation 33 Federal Income Tax Consequences of the Asset Sale 34 Risk Factors 35 Unaudited Pro Forma Consolidated Financial Information 41 Proposal No. 1: The Asset Sale Proposal 52 Proposal No. 2: The Compensation Proposal 53 Proposal No. 3: The Adjournment Proposal 54 Security Ownership of Certain Beneficial Owners and Management 55 No Dissenters’ Rights 57 Notice Regarding Delivery of Stockholder Documents 57 Where You Can Find More Information About Zoned Properties 57 Other Matters 58 ANNEX A — Asset Purchase Agreement, dated as of January 15, 2026, by and among Zoned Properties, Inc., Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, ZP RE Holdings, LLC, and BPB Partners, LLC A-1 ANNEX B — Fairness Opinion, dated June 9, 2026, of Marshall & Stevens Transaction Advisory Services LLC B-1 ANNEX C — Annual Report on Form 10-K for the Year Ended December 31, 2025 C-1 ANNEX D — Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2026 D-1 i Table of Contents ZONED PROPERTIES, INC. 8360 E. Raintree Drive, #230 Scottsdale, AZ 85260 PROXY STATEMENT FOR SPECIAL MEETING OF