{"url_path":"/sec/zdpy/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1279620/0001213900-26-057730-index.html","accession_number":"0001213900-26-057730","cik":"0001279620","ticker":"ZDPY","issuer_name":"Zoned Properties, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1279620/0001213900-26-057730-index.html","primary_entity_key":"0001279620","primary_entity_name":"Zoned Properties, Inc."},"word_count":318,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds**\n\n \n\nEffective January 28, 2026, we issued shares of\nrestricted common stock, representing compensation for services to be rendered in 2026 and 2027, to the Company’s executive officers\nand Board members as follows:\n\n \n\nName \nPosition \nNo. of\nShares of\nRestricted\nCommon\nStock \n\nBryan McLaren \nChairman of the Board, Chief Executive Officer and Chief Financial Officer \n 250,000 \n\nBerekk Blackwell \nPresident and Chief Operating Officer \n 150,000 \n\nArt Friedman \nIndependent Director \n 200,000 \n\nDavid G. Honaman \nIndependent Director \n 200,000 \n\nCole Stevens \nIndependent Director \n 200,000 \n\n \n\nSuch issuances are subject to forfeiture, depending\non continued employment or service with the Company. If a recipient voluntarily resigns or is terminated for cause prior to December 31,\n2027, the recipient must return to the Company a pro-rata portion of the issued shares, calculated on a monthly basis. If a change of\ncontrol occurs at any time prior to December 31, 2027, all clawback provisions will automatically terminate and each recipient will retain\n100% of the issued shares, free of any repayment obligation.\n\n \n\n61\n\n \n\n \n\nEffective January 28, 2026, we issued 150,000\nshares of restricted common stock, representing compensation for services to be rendered in 2026 and 2027, to Mr. Moroney. The issuance\nis subject to forfeiture, depending on Mr. Moroney’s continued employment or service with the Company. If Mr. Moroney voluntarily\nresigns or is terminated for cause prior to December 31, 2027, he must return to the Company a pro-rata portion of the issued shares,\ncalculated on a monthly basis. If a change of control occurs at any time prior to December 31, 2027, all clawback provisions will automatically\nterminate and Mr. Moroney will retain 100% of the issued shares, free of any repayment obligation.\n\n \n\nThe above shares were issued without prior registration in reliance\nupon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated\nthereunder."}