AND EXCHANGE COMMISSION
REPORT PURSUANT TO
13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of Report (Date of earliest event reported): March 19, 2020
Name of Registrant as Specified in its Charter)|
or Other Jurisdiction of Incorporation)|
Employer Identification No.)|
N. 87th Street, #205
of Principal Executive Offices)
telephone number, including area code): (877) 360-8839
name, former address and former fiscal year, if changed since last report)
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.)
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered|
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).
growth company ☐
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. ☐
1.01. Entry into Material Definitive Agreement.
March 19, 2020, Zoned Properties, Inc. (the “Company”) made an initial investment of $100,000 into KCB Jade Holdings,
LLC (“KCB”). In exchange for the investment, KCB issued to the Company a convertible debenture (the “Debenture”)
dated March 19, 2020 (the “Issuance Date”) in the original principal amount of $100,000. The Debenture bears interest
at the rate of 6.5% per annum and matures on March 19, 2025 (the “Maturity Date”).
on the outstanding principal sum of the Debenture commences accruing on the Issuance Date and is computed on the basis of a 365-day
year and the actual number of days elapsed, and shall be payable annually due by the first day of each calendar anniversary following
the Issuance Date.
may prepay the Debenture at any point after 18 months following the Issuance Date, in whole or in part. However, if KCB elects
to prepay the Debenture prior to the Maturity Date or prior to any conversion as provided in the Debenture in whole or in part,
the Company will be entitled to receive a number of KCB units, in addition to such prepayment amount, constituting 10% of the
total outstanding units and 10% of the total percentage interest following such issuance and at the time of such issuance.
or after six months from the Issuance Date, the Company may convert all or a portion of the principal balance and all accrued
and unpaid interest due into a number of units equal to the proportion of the outstanding amount being converted multiplied by
33% of the total number of units issued and outstanding at the time of conversion, constituting 33% of the total percentage interest
(the “Conversion Percentage”). If KCB defaults on payment of the Debenture, the Company may, at its option, extend
all conversion rights, through and including the date KCB tenders or attempts to tender payment in full of all amounts due under
the Debenture. Conversion rights terminate upon acceptance by the Company of payment in full of principal, accrued interest and
any other amounts due under the Debenture.
(i) KCB does not elect to exercise its rights of prepayment prior to the Maturity Date, (ii) the Company does not elect to exercise
its rights of conversion, and (iii) KCB pays to the Company all outstanding principal and interest accrued and due under the terms
of the Debenture on the Maturity Date, the Company will still be entitled to receive a number of units, in addition to such payment
amount, constituting 8% of the total outstanding units and 8% of the total percentage interest following such issuance and at
the time of such issuance.
purposes of the Debenture, an “Event of Default” will be deemed to have occurred upon the occurrence of any of the
fails to make any payment of the principal, interest, costs, indemnities, or expenses
pursuant to the Debenture when and as the same shall become due and payable;|
occurs any default, whether in whole or in part, in the due observance or performance
of any obligations or other covenants, terms or provisions to be performed by KCB under
the Debenture or any of the representations and warranties of KCB ceases to be true and
correct in all respects;|
makes a general assignment for the benefit of its creditors;|
applies for or consents to the appointment of a receiver, trustee, assignee, custodian,
sequestrator, conservator, liquidator or similar official for itself or any of its assets
voluntarily commences any proceeding or file any petition seeking liquidation, reorganization
or other relief as a debtor under the United States Bankruptcy Code or any other liquidation,
conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws
of the United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally (collectively, the “Debtor Relief Laws”);|
involuntary proceeding is commenced or an involuntary petition is filed against KCB seeking
(1) liquidation, reorganization or other relief in respect of KCB or its debts, or of
a substantial part of its assets, under any Debtor Relief Law, or (2) the appointment
of a receiver, trustee, assignee, custodian, sequestrator, conservator, liquidator or
similar official for itself or any of its assets and properties;|
consents to the institution of, or fails to contest in a timely and appropriate manner,
any proceeding or petition described in clause (f) above.|
the occurrence of an Event of Default, the entire principal balance and accrued and unpaid interest outstanding under the Debenture,
and all other obligations of KCB under the Debenture, will be immediately due and payable and the Company may exercise any and
all rights, power and remedies available to it at law or in equity or other appropriate proceeding, whether for the specific performance
of any covenant or agreement contained in the Debenture and proceed to enforce the payment thereof or any other legal or equitable
right of the Company.
amount of principal or interest not paid when due will bear interest at the rate of 12% per annum from the due date thereof until
Debenture contains customary representations, warranties and covenants of KCB.
foregoing description of the Debenture is qualified in its entirety by reference to the complete terms and conditions of the Debenture,
a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item
Regulation FD Disclosure.
on March 23, 2020, the Company issued a press release regarding the Company’s investment into the start-up cannabis franchise
organization. The information contained in the website is not a part of this Current Report on Form 8-K. The press release is
attached hereto as Exhibit 99.1 and, except with regard to the website referenced therein, incorporated herein by reference.
information included in this Item 7.01 of 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.
Financial Statements and Exhibits.
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.
March 23, 2020
Executive Officer & Chief Financial Officer|