Zoned Properties Inc. (ZDPY)

[IPO$]

tem 7.01. Regulation FD Disclosure.

On April 20, 2017, Zoned Properties, Inc. (the “Company”) issued a press release announcing certain business updates, including that the Company retired $1 million of convertible notes due to mature in August 2017 with a portion of the proceeds from a $2.02 million private placement transaction and a $2.125 million property sale which occurred in January 2017 and March 2017, respectively. Under the terms of a private placement transaction, in January 2017, the Company issued $2.02 million in five-year convertible notes paying quarterly interest at the rate of 6.0% per annum. A portion of the net proceeds of $1.06 million, excluding transaction costs and other related expenses, was used to repay the Company’s two convertible notes issued in August 2014 for $1 million, in aggregate, and accrued interest of approximately $96,000. The newly placed 2017 convertible notes may be converted at the holder’s option at a conversion price of $5.00 per share. The 2014 convertible notes, which bore an interest rate of 7% per annum and provided a conversion feature to the Company’s common stock at $5.00