Item 1.02. Termination of a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on October 12, 2022 (the "Prior 8-K") by Zoned Properties, Inc. (the "Company"), effective October 5, 2022 (the "Effective Date"), ZP RE Holdings, LLC ("ZPRE"), a wholly owned subsidiary of 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.

Effective January 17, 2023, pursuant to the terms of the Purchase Agreement, ZPRE elected to terminate the Purchase Agreement and the Purchase Agreement is of no further force or effect, except for those obligations and rights which survive its termination.

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 was filed as Exhibit 10.1 to the Prior 8-K, and is incorporated by reference into this Item 1.02.

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 (incorporated by
              reference to the registrant's Current Report on Form 8-K filed with the
              Securities and Exchange Commission on October 12, 2022).
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).




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