Item 1.01. Entry into a Material Definitive Agreement.

Effective October 5, 2022 (the "Effective Date"), ZP RE Holdings, LLC ("ZPRE"), a wholly owned subsidiary of Zoned Properties, Inc. (the "Company"), and Neal Bradley Starr (the "Stone Property Seller") entered into the Purchase and Sale Agreement and Joint Escrow Instructions (the "Purchase Agreement").

Pursuant to the terms of the Purchase Agreement and subject to the conditions therein, ZPRE agreed to buy from the Stone Property Seller certain real property and improvements thereon located in Tucson, Arizona, as more particularly described in the Purchase Agreement (the "Stone Property"). The Purchase Agreement contains terms and conditions customary to commercial real estate transactions in Arizona.

The purchase price for the Stone Property is $1,500,000, subject to adjustment for the apportionment of real estate taxes, utility charges and other customary prorations. Upon the opening of escrow, ZPRE agreed to deposit earnest money of $25,000 (the "Deposit") into a neutral escrow account, which Deposit is refundable for the period of 30 days after the Effective Date (the "Inspection Period"), and subject to the terms of the Purchase Agreement, non-refundable thereafter. The closing of the transaction contemplated by the Purchase Agreement is scheduled to occur 15 days after the expiration of the Inspection Period, subject to certain conditions to closing for the benefit of ZPRE (the "Contingencies"), including that either (i) ZPRE has secured a tenant for the Stone Property, which tenant owns or controls a nonprofit medical marijuana license (so called "dual use" license), or (ii) state and local law allow for the use of the Stone Property by an entity owning or controlling a marijuana establishment license (so called "adult use" license), regardless of whether ZPRE has secured a tenant. The Contingencies required for closing are material and require certain regulatory and/or transactional events to occur, which are likely to extend closing of the transaction contemplated by the Purchase Agreement beyond the 15-day period following the Inspection Period.

ZPRE and the Company intend to identify a licensed operating tenant for the Stone Property and enter into a long-term, investment-grade, absolute NNN Lease Agreement.

At the closing of the transaction contemplated by the Purchase Agreement, ZPRE will deposit the sum of $300,000 minus the Deposit into escrow, to be credited to the purchase price. The balance of the purchase price, $1,200,000, will be paid pursuant to a promissory note under a customary seller financing arrangement. At the closing contemplated in the Purchase Agreement, the escrow agent will release the sum of $300,000, less the Deposit and subject to credits and prorations, to the Stone Property Seller. If the Purchase Agreement is terminated prior to closing due to a failure of a condition of closing, the Deposit (less $5,000 for every 30 days the Purchase Agreement is in effect) will be returned to ZPRE unless the Purchase Agreement is terminated by the Stone Property Seller as a result of the ZPRE's breach of the Purchase Agreement, in which case the Deposit will be paid to the Stone Property Seller, or unless the Purchase Agreement is terminated by ZPRE as a result of the Stone Property Seller's breach of the Purchase Agreement, in which case the Deposit (including any portion thereof released to the Stone Property Seller) will be refunded to ZPRE, together with up to $25,000 of ZPRE's out of pocket costs arising from the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the complete terms and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference into this Item 1.01.

Item 9.01 Financial Statement and Exhibits.





(d) Exhibits



Exhibit No.   Description

10.1            Purchase and Sale Agreement and Joint Escrow Instructions, dated
              October 5, 2022, by and between ZP RE Holdings, LLC a wholly owned
              subsidiary of the registrant, and Neal Bradley Starr.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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