Zoned Properties (OTC: ZDPY) notifies SEC of delayed 2025 10-K filing

Rhea-AI Filing Summary

Zoned Properties, Inc. submitted a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the year ended December 31, 2025 will be late. The company states additional time is needed to obtain and compile required information and expects to file the Annual Report no later than April 15, 2026.

Key Figures

Reporting period end: December 31, 2025 Expected filing date: April 15, 2026 Form type filed: Form 12b-25 (NT 10-K) +2 more

5 metrics

Reporting period end December 31, 2025 Annual Report on Form 10-K for the year ended

Expected filing date April 15, 2026 Company expects to file the Annual Report no later than

Form type filed Form 12b-25 (NT 10-K) Notification of late filing submitted to the SEC

SEC file number 000-51640 SEC File Number listed on the form

Signature date March 31, 2026 Date the notification was signed by the CEO & CFO

Key Terms

Form 12b-25, Annual Report on Form 10-K, Rule 12b-25(b)

3 terms

Form 12b-25 regulatory

"submitted a <b>Form 12b-25</b> notifying the SEC"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Annual Report on Form 10-K regulatory

"the Company’s Annual Report on <b>Form 10-K</b> for the year ended"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

Rule 12b-25(b) regulatory

"seeks relief pursuant to <b>Rule 12b-25(b)</b>"

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0058
	Washington, D.C. 20549	Expires: September 30, 2028
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	FORM 12b-25
		000-51640
	NOTIFICATION OF LATE FILING	SEC FILE NUMBER

(Check one):	☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
	For Period Ended:	December 31, 2025
	☐ Transition Report on Form 10-K
	☐ Transition Report on Form 20-F
	☐ Transition Report on Form 11-K
	☐ Transition Report on Form 10-Q
	☐ Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Zoned Properties, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

8360 E. Raintree Drive, #230

Address of Principal Executive Office (Street and Number)

Scottsdale, AZ 85260

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The filing by Zoned Properties, Inc. (the “Company”) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) will be delayed due to the additional time that is required to obtain and compile certain information required to be included in the Annual Report, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company expects to file the Annual Report no later than April 15, 2026.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Laura Anthony, Esq.		(561)		514-0936
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

ZONED PROPERTIES, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Bryan McLaren
	Name:	Bryan McLaren
	Title:	Chief Executive Officer & Chief Financial Officer

3

FAQ

Why did Zoned Properties (ZDPY) file Form 12b-25?

They filed because their 2025 Form 10-K will be late. The company said it needs more time to obtain and compile certain information. The notification cites effort and expense constraints and sets an expected filing date of April 15, 2026.

When does Zoned Properties (ZDPY) expect to file its 2025 Form 10-K?

Expected filing date is April 15, 2026. The notice states the Annual Report will be filed no later than that date, citing additional time required to obtain and compile required information for the report.

Does the Form 12b-25 indicate material operational changes for Zoned Properties (ZDPY)?

No material operational changes are disclosed in this notice. The form states the delay is due to compiling information; it does not identify anticipated significant changes in results of operations for the period.

Has Zoned Properties (ZDPY) filed other required reports in the last 12 months?

The filing includes a checkbox asking whether all other periodic reports were filed. The provided excerpt does not show a checked answer; readers should consult subsequent filings for confirmation.

Who signed the Form 12b-25 for Zoned Properties (ZDPY)?

The notice is signed by Bryan McLaren, CEO & CFO. The signature block shows the date March 31, 2026 and lists Bryan McLaren as Chief Executive Officer & Chief Financial Officer.