Zoned Properties completed asset sale

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed by Zoned Properties, Inc. (the "Company") on January 20, 2026 (the "Initial

Report"), on January 15, 2026, the Company entered into (i) a Material Event and Amendment Agreement (the "McLaren Material

Event Agreement") with Bryan McLaren, the Company's Chairman of the Board, Chief Executive Officer and Chief Financial Officer (the "McLaren Material Event Agreement"), (ii) a Material Event Agreement (the "Blackwell Material Event Agreement") with Berekk Blackwell, and (iii) a Material Event Agreement (the "Moroney Material Event Agreement" and collectively with the McLaren Material Event Agreement and the Blackwell Material Event Agreement, the "Material Event Agreements"). The closing of the Asset Sale described in Item 2.01 below constitutes a "Material Event" under each of the Material Event Agreements.

In accordance with the terms of the Material Event Agreements, on October 30, 2026, the Company entered into a severance agreement with each of Mr. McLaren, Mr. Blackwell and Mr. Moroney¹ (each, a "Severance Agreement" and collectively, the "Severance Agreements"), the forms of which were included as exhibits to the McLaren Material Event Agreement, the Blackwell Material Event Agreement and the Moroney

Material Event Agreement, respectively.

The material terms of the Severance Agreements are described in Item 5.02 below and are incorporated into this Item 1.01 by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 30, 2026,¹

the Company completed the previously announced sale of the Company's business and substantially all of its assets (the "Asset¹

Sale") to BPB Partners, LLC (the "Buyer")¹ pursuant to the Amended and Restated Asset Purchase Agreement, dated September 30, 2026 (the "A&R APA"), by and among the Company, Zoned Arizona Properties, LLC ("Zoned Arizona"), ZP RE

AZ Dysart, LLC ("Dysart"), ZP RE Holdings, LLC ("RE Holdings" and collectively with Zoned Arizona, Dysart, and the Company, the "Seller Parties") and the Buyer. The A&R APA amended and restated in its entirety the Asset Purchase

Agreement, dated January 15, 2026, by and among the same parties (the "Original APA"), which was described in the Initial

Report. The A&R APA was described in the Company's Current Report on Form 8-K filed on October 1, 2026 (the "A&R APA

Report").

The assets sold to the Buyer in the Asset Sale included, among other things: (a) the Company's 100% membership interests in RE Holdings; Zoned Arizona;

Dysart; ZP RE IL Ashland, LLC; ZP Data Platform 1, LLC; ZP Data Platform 2, LLC; Zoned Advisory Services, LLC; Zoned Properties Brokerage,

LLC; ZP Brokerage FL, LLC; and Chino Valley Properties, LLC ("Chino Valley LLC"); and (b) the Company's 5% membership interest in ZP Ohio B, LLC. Through those subsidiaries, the assets sold include substantially all of the Company's real property and operating assets, including the properties located at 410 S. Madison Drive, Tempe, Arizona; 13150 W. Bell Road, Surprise, Arizona;

and 3455 S. Ashland Avenue, Chicago, Illinois. Following the Asset Sale, the Company retained its 100% ownership interest in ZP RE AZ

Dunlap, LLC, which is a party to an active purchase and sale agreement with an escrow in place. As previously reported, on September 2, 2026, the Company completed the sale of the property located at 2144-2148 N. Road 1 East, Chino Valley, Arizona (the "Chino Property"), throu

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective upon the closing of the Asset Sale on October 30, 2026, Mr. McLaren resigned as the Company's Chief Executive Officer and Chief Financial Officer.²

Immediately thereafter, the Company entered into an Independent Contractor Agreement (the "Independent Contractor Agreement"), dated as of October 30, 2026, by and between the Company and Mr. McLaren, pursuant to which Mr. McLaren agreed to provide the Company with general business advice and guidance³ and to serve as the Company's Chief Executive Officer, Chief Financial Officer and President, on a non-exclusive basis as an independent contractor, on a month-to-month basis until terminated in accordance with its terms. In exchange for Mr. McLaren's services, the Company agreed to pay Mr. McLaren $25,000 per month.³ Mr. McLaren continued to serve as the Company's²

Chairman of the Board following the closing of the Asset Sale.²

Immediately after the Company and Mr. McLaren entered into the Independent Contractor Agreement, Mr. Blackwell resigned as the Company's President and Chief Operating Officer and as a member of the Company's Board.⁴ Mr. Moroney's engagement with the Company ended on the same date.⁴ Their resignations were not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices.⁴

Accordingly, after the closing of the Asset Sale, the Company's directors and executive officers were as follows:

Directors:

Bryan McLaren

– Chairman of the Board

Art Friedman

– Independent Director

David G. Honaman

– Independent Director

Cole Stevens

– Independent Director

Executive

Officers:

Bryan McLaren

– Chief Executive Officer & Chief Financial Officer

2

As described in the Initial Report and in the Company's Current Report on Form 8-K filed on January 28, 2026 (the "January 28 Report"), the Company's agreem