UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2024
| Zoned Properties, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
| |
| Nevada |
| (State or Other Jurisdiction of Incorporation) |
| 000-51640 | | 46-5198242 |
| (Commission File Number) | | (IRS Employer
Identification No.) |
8360 E. Raintree Drive, #230
Scottsdale, AZ | | 85260 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(Registrant’s telephone number, including area code): (877) 360-8839
N/A
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | N/A | | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 23, 2024, following approval by the Board of Directors (the “Board”) of Zoned Properties, Inc. (the “Company”), stockholders holding all of the Company’s outstanding preferred stock approved a stock repurchase program (the “Repurchase Program”), pursuant to which the Company is authorized to purchase up to $1 million of its common stock over an unlimited time period. Each of the two preferred stockholders holds 1,000,000 shares, or 50% of the outstanding preferred stock. Together, the preferred stockholders hold 100% of the outstanding preferred stock.
Item 7.01. Regulation FD Disclosure.
On April 23, 2024, the Company issued a press release announcing that its Board has approved the Repurchase Program. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information included in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
Item 8.01. Other Events.
On April 23, 2024, the Company’s Board approved the Repurchase Program, pursuant to which the Company is authorized to purchase up to $1 million of its common stock over an unlimited time period. Repurchases under the Repurchase Program (i) shall be effectuated from time to time in the open market at prevailing market prices, in privately negotiated transactions, pursuant to one or more Rule 10b5-1 plans, or otherwise, (ii) shall be in accordance with the terms of Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) shall be made in accordance with applicable laws and regulations in effect from time to time.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | ZONED PROPERTIES, INC. |
| | |
| Dated: April 23, 2024 | /s/ Bryan McLaren |
| | Bryan McLaren |
| | Chief Executive Officer & Chief Financial Officer |
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