Zoned Properties, Inc. (OTCMKTS:ZDPY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On March 30, 2017, Chino Valley Properties, LLC (the Landlord), a
wholly owned subsidiary of Zoned Properties, Inc. (the Company),
entered into a fourth amendment to commercial lease agreement
(the Amendment) with C3C3 Group, LLC (C3C3) and Alan Abrams,
effective April 1, 2017. to the terms of the Amendment, the size
of the leased property was expanded and the monthly rental rate
was increased, such that the monthly rent for the leased premises
will be as follows:
| Month 1 | – | Waived | ||||||
| Months 2-6 | – | $ | 30,000.00 | |||||
| Months 7-12 | – | $ | 40,000.00 | |||||
| Months 13-15 | – | $ | 42,000.00 | |||||
| Months 16-19 | – | $ | 55,000.00 | |||||
| Months 20-22 | – | * | ||||||
| Months 23-29 | – | $ | 60,000.00 | |||||
| Months 30-36 | – | $ | 65,000.00 | |||||
| Months 37-48 | – | $ | 68,250.00 | |||||
| Months 49-60 | – | $ | 71,662.50 | |||||
| Months 61-72 | – | $ | 75,245.63 | |||||
| Months 73-84 | – | $ | 79,007.91 | |||||
| Months 85-96 | – | $ | 82,958.30 | |||||
| Months 97-108 | – | $ | 87,106.22 | |||||
| Months 109-120 | – | $ | 91,461.53 | |||||
| Months 121-132 | – | $ | 91,461.53 | |||||
| Months 133-144 | – | $ | 91,461.53 | |||||
| Months 145-156 | – | $ | 91,461.53 | |||||
| Months 157-168 | – | $ | 91,461.53 | |||||
| Months 169-180 | – | $ | 91,461.53 | |||||
| Months 181-192 | – | $ | 91,461.53 | |||||
| Months 193-204 | – | $ | 91,461.53 | |||||
| Months 205-216 | – | $ | 91,461.53 | |||||
| Months 217-228 | – | $ | 91,461.53 | |||||
| Months 229-240 | – | $ | 91,461.53 |
* The Landlord agreed to defer rent and applicable taxes for
March, April and May 2017 in the form of a loan to C3C3 at an 8%
interest rate commencing March 1, 2017 and payable over 12 months
commencing January 1, 2018.
C3C3 is owned by Mr. Abrams, a significant stockholder of the
Company. Christopher Carra, a significant stockholder of the
Company, is president of C3C3.
The foregoing description of the Amendment is not a complete
description of all of the parties rights and obligations under
the Amendment and is qualified in its entirety by reference to
the Amendment, a copy of which is filed as Exhibit 10.1 to this
current report on Form 8-K and incorporated herein by reference.
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 1, 2017, Irvin Rosenfeld resigned as a member of the
Board of Directors (the Board) of the Company, effective
immediately, in connection with his appointment as a senior
advisor to the Company. Also on April 1, 2017, in order to fill
the Board vacancy created by Mr. Rosenfelds resignation, the
Board elected Derek Overstreet, PhD, as a member of the Board
until the next annual election of directors and until his
successor is duly elected and shall qualify.
There is no arrangement or understanding between Dr. Overstreet
and any other person to which he was selected as a director.
There have been no transactions and are no currently proposed
transactions in which the Company was or is to be a participant
and the amount involved exceeds the lesser of $120,000 or 1% of
the average of the Companys total assets at year-end for the last
two completed fiscal years, and in which Dr. Overstreet had or
will have a direct or indirect material interest.
The Board has determined that Dr. Overstreet qualifies as an
independent director under the rules of The Nasdaq Stock Market.
In connection with Dr. Overstreets appointment, the Company
entered into a Board Member Agreement effective April 1, 2017
with Dr. Overstreet. to the terms of the Board Member Agreement,
Dr. Overstreet will receive annual compensation of 10,000 shares
of restricted Company common stock in exchange for his services
as a member of the Companys board of directors and on any
committees thereof. The Company agrees to indemnify Dr.
Overstreet and hold him harmless against any liability incurred
in the performance of services on the Companys board to the Board
Member Agreement. The Board Member Agreement has a term of one
year, but the parties understand that Dr. Overstreet will remain
on the board at the discretion of the Companys stockholders.
After the initial term of the Board Member Agreement, the Board
Member Agreement will either terminate or be renewed for an
additional year at the discretion of the Nominating and Corporate
Governance Committee. Upon termination of Dr. Overstreets status
as a director, the Board Member Agreement will terminate.
| Item 7.01. | Regulation FD Disclosure. |
On March 30, 2017, the Company issued a press release regarding
certain business updates, including entry into the Amendment. A
copy of this press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference. The information contained in
the website is not a part of this current report on Form 8-K.
On April 4, 2017, the Company issued a press release regarding
Mr. Rosenfelds resignation as a director and Dr. Overstreets
appointment as a director. A copy of this press release is
attached hereto as Exhibit 99.2 and incorporated herein by
reference. The information contained in the website is not a part
of this current report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
The exhibits listed in the following Exhibit Index are furnished
as part of this current report on Form 8-K.
| Exhibit No. | Description | |
| 10.1 |
Fourth Amendment to Commercial Lease by and between Chino Valley Properties, LLC, C3C3 Group, LLC and Alan Abrams. |
|
| 10.2 |
Board Member Agreement effective April 1, 2017 by and between Zoned Properties, Inc. and Derek Overstreet. |
|
| 99.1 | Press release of Zoned Properties, Inc. dated March 30, 2017. | |
| 99.2 | Press release of Zoned Properties, Inc. dated April 4, 2017. |
About Zoned Properties, Inc. (OTCMKTS:ZDPY)
Zoned Properties, Inc. is a commercial property, project development and management services company. The Company is engaged in identifying, developing and managing properties in industries, including the licensed medical marijuana industry. The Company operates in the operating, leasing and managing commercial properties segment. The Company maintains a portfolio of properties that it owns, leases and manages. In addition, it provides direct consultation and support for the development of each property. Its development ranges from architectural design and build-out, utility installation, property management, facilities management and security systems. The Company’s property portfolio includes land and real property constructed in Green Valley, Arizona; land and real property in Kingman, Arizona; vacant land in Gilbert, Arizona; a multi-tenant industrial park in Tempe Arizona, and land and real property of approximately 50 acres in Chino Valley, Arizona. Zoned Properties, Inc. (OTCMKTS:ZDPY) Recent Trading Information
Zoned Properties, Inc. (OTCMKTS:ZDPY) closed its last trading session up +0.01 at 1.39 with 10,837 shares trading hands.
