As previously disclosed in the Current Report on Form 8-K filed on October 12, 2022 (the Prior 8-K") by Zoned Properties, Inc., effective October 5, 2022 (the Effective Date"), ZP RE Holdings, LLC (ZPRE"), a wholly owned subsidiary of the Company, and Neal Bradley Starr (the Stone Property Seller") entered into the Purchase and Sale Agreement and Joint Escrow Instructions (the Purchase Agreement"). Pursuant to the terms of the Purchase Agreement and subject to the conditions therein, ZPRE agreed to buy from the Stone Property Seller certain real property and improvements thereon located in Tucson, Arizona, as more particularly described in the Purchase Agreement. Effective January 17, 2023, pursuant to the terms of the Purchase Agreement, ZPRE elected to terminate the Purchase Agreement and the Purchase Agreement is of no further force or effect, except for those obligations and rights which survive its termination.