ZDPY on OTC

Zoned Properties, Inc.

Zoned Properties, Inc. is an American Opeators of Nonresidential Buildings company based in Scottsdale.2 Its shares trade on OTC under the symbol ZDPY.2

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Last updated Oct 20, 2026.

Overview

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  • TickerZDPY on OTC2
  • IndustryOpeators of Nonresidential Buildings2
  • HeadquartersScottsdale, United States2
  • Incorporated inNV3
  • Business address8360 E. Raintree Drive, Suite #230, Scottsdale, Az 852603
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formProfit Corporation2
  • LEI5493008AKWUJSK3C5Y912
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressc/o INCORP SERVICES, INC., 9107 West Russell Road Suite 100, 89148 Las Vegas, United States2
  • Registered withBusiness Center (Secretary of State), C20667-20032

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Properties, LLC (“Chino Valley”) was organized in the State of Arizona on April 15, 2014.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-45.5%Operating margin6
-68.9%Net margin6
9.2%Revenue growth, 20256
-93.0%Return on equity6
2.51×Debt to equity6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Property Investment Portfolio brought in 37% of the revenue Zoned Properties, Inc. broke down this way in fiscal 2025.

  1. Property Investment Portfolio$3.1M637%up 7% from 2024
  2. Property Investment Portfolio Revenues$3.1M637%up 7% from 2024
  3. Real Estate Services$1.1M613%up 17% from 2024
  4. Real Estate Services Revenues$1.1M613%up 17% from 2024
Products and services by year
Products and services20242025
Property Investment Portfolio$2.9M$3.1M
Property Investment Portfolio Revenues$2.9M$3.1M
Real Estate Services$909.0K$1.1M
Real Estate Services Revenues$909.0K$1.1M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs81¢$3.3M
  • Interest19¢$797.1K

Out of $4.1M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Kept or used elsewhere100¢$781.5K

Out of $781.5K of cash from operations.6

Financial statements

Revenue789106$4.1M in 2025+228% since 2019
0$2.0M$4.0M$6.0M2019: $1.3M$1.3M20192020: $1.2M$1.2M2020−4%2021: $1.8M$1.8M2021+50%2022: $2.7M$2.7M2022+46%2023: $2.9M$2.9M2023+9%2024: $3.8M$3.8M2024+31%2025: $4.1M$4.1M2025+9%
Operating income78910116-$1.9M in 2025
-$2.0M-$1.0M0$1.0M$2.0M2019: $715$71520192020: $37.7K$37.7K2020+5177%2021: $44.7K$44.7K2021+18%2022: -$109.0K-$109.0K20222023: $169.2K$169.2K20232024: $1.1M$1.1M2024+552%2025: -$1.9M-$1.9M2025
Net income78910116-$2.9M in 2025+23143% since 2019
-$3.0M-$2.0M-$1.0M0$1.0M2019: -$12.3K-$12.3K20192020: -$78.3K-$78.3K2020+538%2021: -$165.8K-$165.8K2021+112%2022: -$574.4K-$574.4K2022+246%2023: -$540.3K-$540.3K2023−6%2024: $574.0K$574.0K20242025: -$2.9M-$2.9M2025

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Total revenues$4.1M$3.8M
Compensation and benefits$1.4M$1.3M
Professional fees$252.6K$351.4K
Brokerage fees$131.2K$158.9K
General and administrative expenses$308.1K$331.5K
Depreciation and amortization$360.9K$357.9K
Real estate taxes$155.3K$148.8K
Property portfolio business development costs$300.5K$53.9K
Impairment loss from buildings$3.1M
Total operating expenses, net$6.0M$2.7M
(LOSS) INCOME FROM OPERATIONS-$1.9M$1.1M
Interest expenses-$797.1K-$696.7K
Other income$3.5K
Impairment of equity securities-$50.0K
(Loss) income from derivative - interest rate swap-$121.9K$167.5K
Total other expenses, net-$965.5K-$529.2K
(LOSS) INCOME BEFORE EQUITY METHOD LOSSES-$2.9M$574.0K
Equity method loss from unconsolidated joint ventures-$3.4K
Total equity method loss-$3.4K
NET (LOSS) INCOME-$2.9M$574.0K
Basic (in Dollars per share)-$0.24$0.05
Diluted (in Dollars per share)-$0.24$0.06
Basic (in Shares)12.1M shares12.1M shares
Diluted (in Shares)12.1M shares12.5M shares

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Corporate structure

Zoned Properties, Inc. sits at the top of its group. 14 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

  • Zoned Properties, Inc. Scottsdale, Arizona, United States
    • Chino Valley Properties, LLC Subsidiary · Arizona, United States
    • Green Valley Group, LLC Subsidiary · Arizona, United States
    • Kingman Property Group, LLC Subsidiary · Arizona, United States
    • Zoned Advisory Services, LLC Subsidiary · Arizona, United States
    • Zoned Arizona Properties, LLC Subsidiary · Arizona, United States
    • Zoned Properties Brokerage, LLC Subsidiary · Arizona, United States
    • ZP Brokerage FL, LLC Subsidiary · Florida, United States
    • ZP Data Platform 1, LLC Subsidiary · Arizona, United States
    • ZP Data Platform 2, LLC Subsidiary · Arizona, United States
    • ZP RE AZ Dysart, LLC Subsidiary · Arizona, United States
    • ZP RE Holdings, LLC Subsidiary · Arizona, United States
    • ZP RE IL Ashland, LLC Subsidiary · Illinois, United States
    • ZP RE MI Woodward, LLC Subsidiary · Michigan, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.

What it owns

What Zoned Properties, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Accumulated depreciation$3.2M6 Dec 31, 2025$2.9M6 Dec 31, 2024+10.3%
Property and equipment, net$5.8K6 Dec 31, 2025$8.6K6 Dec 31, 2024−32.5%
Operating-lease assets (leased space)$39.1K6 Dec 31, 2025$78.3K6 Dec 31, 2024−50.0%

Investments

ItemLatestA year beforeChange
Stakes in other companies (equity method)$84.1K6 Dec 31, 2025$50.0K6 Dec 31, 2024+68.2%
Deposits held (banks)$339.5K6 Dec 31, 2025$361.7K6 Dec 31, 2024−6.1%

Properties, in its own words

Our principal executive office is currently located at 8360 E. Raintree Drive, #230, Scottsdale, AZ 85260. On March 15, 2022, we entered to an Assumption of Lease and Consent Agreement with a landlord, whereby the landlord consented to the assignment of an office lease, as amended, from the original tenant to the Company. The lease term shall begin on March 15, 2022 and expired on November 30, 2024, provided the Company has the option to extend the lease for an additional five years. On June 3, 2024 the Company extended the lease for an additional 24 months through November 30, 2026. Effective December 1, 2024, the monthly base rent shall be $3,665 per month through November 30, 2025 and $3,775 from December 1, 2025 through November 30, 2026. If extended, the monthly base rent shall be: $3,887 from December 1, 2026 through November 30, 2027, and $4,004 from December 1, 2027 through November 30, 2028. The Company has the option to extend the lease for a two-year period through November 2028.

We are in the business of property acquisition, development, and commercial leasing and intend to primarily structure lease agreements with prospective tenants using a triple-net or absolute-net lease model. The property investment portfolio currently includes (i) land and real property constructed in Green Valley, Arizona, (ii) land and real property in Kingman, Arizona, (iii) land and real property in Tempe Arizona, (iv) land and real property of approximately 47 acres in Chino Valley, Arizona, (v) land and real property in Pleasant Ridge, Michigan and (vi) land in Chicago, Illinois, and (vii) land and real property in Surprise Arizona. The properties in Tempe, Green Valley, Kingman, Chino Valley, and Surprise, Arizona, Pleasant Ridge, Michigan and Chicago, Illinois are currently leasing space to tenants that operate licensed cannabis facilities. In 2025, the Company was notified that a vehicle crashed into the building located in Chicago, IL, causing significant structural damage. The City of Chicago declared the building unsafe and ordered its demolition. As such, the Ashland Avenue Property located in Chicago remains a vacant lot of land. Based upon the most recent information received by the Company from Justice Grown, the Company believes that the development of the new retail dispensary building will still be completed, and the tenant will open for business in late 2027; however, challenges related to the ongoing permitting and development process required through the City of Chicago may continue to cause delays. The Company’s tenant is expected to continue to pay full rent pursuant to the Justice Grown Lease. If Justice Grown does not construct the new building, the Company may need to pursue recovery through legal claims. In connection with the damage and demolition of the building located in Chicago, IL and based on conditions existing at our Michigan property, during the year ended December 31, 2025, the Company recorded an impairment loss of $3,118,716.

The rest of Item 2

As of December 31, 2025, each of our leased properties was generating revenues.

Item 2 of the 10-K filed Apr 1, 2026.5

Leadership

Who has led Zoned Properties, Inc., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Ivan Bebek2006
  2. Sean Christopher Rice2011
  3. Christopher Michael Anzalone2012
  4. Bryan McLaren2016–now

Chair

  1. Bryan McLaren2026–now

President

  1. Sean Christopher Rice2011
  2. Christopher Michael Anzalone2012
  3. Bryan McLaren2016
  4. Berekk Alan Blackwell2026–now

Chief financial officer

  1. Sean Christopher Rice2011
  2. Adam C. Wasserman2016–2018
  3. Bryan McLaren2021–now

Chief operating officer

  1. Patricia Haugland2016
  2. Berekk Alan Blackwell2022–now
2010201520202025
Board members and other officers (11)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Chino Valley Properties, LLC Arizona4
  • Green Valley Group, LLC Arizona4
  • Kingman Property Group, LLC Arizona4
  • ZP Brokerage FL, LLC Florida4
  • ZP Data Platform 1, LLC Arizona4
  • ZP Data Platform 2, LLC Arizona4
  • ZP RE AZ Dysart, LLC Arizona4
  • ZP RE Holdings, LLC Arizona4
  • ZP RE IL Ashland, LLC Illinois4
  • ZP RE MI Woodward, LLC Michigan4
  • Zoned Advisory Services, LLC Arizona4
  • Zoned Arizona Properties, LLC Arizona4
  • Zoned Properties Brokerage, LLC Arizona4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Vanguard Minerals CORPAug 20, 2012 to Jul 29, 20133
  • Knewtrino, Inc.Jul 24, 2006 to Aug 24, 20073
  • MONGOLIAN EXPLORATIONS LTDFeb 13, 2004 to May 30, 20063

Timeline

  1. Oct 1, 20268-K Entered a material agreement31
  2. Sep 15, 20268-K Shareholder vote32
  3. Sep 4, 20268-K Entered a material agreement; Other events33
  4. Aug 18, 20268-K Entered a material agreement; Other events34
  5. Aug 14, 20268-K Results of operations35
  6. Jul 6, 20268-K Other events36
  7. May 15, 20268-K Results of operations37
  8. May 5, 20268-K Entered a material agreement38
  9. Apr 22, 20268-K Entered a material agreement39
  10. Apr 1, 20268-K Results of operations40
  11. Jan 28, 20268-K Executive or director change; Other events41
  12. Jan 20, 20268-K Entered a material agreement; Regulation FD disclosure42
  13. Jan 6, 2016New chief executive Bryan McLaren becomes CEO14
  14. May 31, 2012New chief executive Christopher Michael Anzalone becomes CEO15
  15. Jun 29, 2011New chief executive Sean Christopher Rice becomes CEO16
  16. Feb 14, 2006New chief executive Ivan Bebek becomes CEO17
  17. Aug 25, 2003Founded Zoned Properties, Inc. is founded2

Calendar

Coming up

  1. Around Nov 13, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results35
  2. May 15, 2026Reported quarterly or annual results37
  3. Apr 1, 2026Reported quarterly or annual results40
  4. Nov 13, 2025Reported quarterly or annual results43
  5. Aug 14, 2025Reported quarterly or annual results44
  6. May 14, 2025Reported quarterly or annual results45
  7. Mar 25, 2025Reported quarterly or annual results46
  8. Nov 14, 2024Reported quarterly or annual results47

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

131 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 61 major events, 45 insider forms, 4 other. The latest 20:

  1. Oct 1, 20268-K CURRENT REPORT EDGAR
  2. Sep 15, 20268-K CURRENT REPORT EDGAR
  3. Sep 4, 20268-K CURRENT REPORT EDGAR
  4. Aug 18, 20268-K CURRENT REPORT EDGAR
  5. Aug 14, 202610-Q QUARTERLY REPORT EDGAR
  6. Aug 14, 20268-K CURRENT REPORT EDGAR
  7. Jul 30, 2026DEFM14A PROXY STATEMENT EDGAR
  8. Jul 6, 20268-K CURRENT REPORT EDGAR
  9. Jun 15, 2026PRER14A PROXY STATEMENT EDGAR
  10. Jun 12, 2026PREM14A PROXY STATEMENT EDGAR
  11. May 15, 20268-K CURRENT REPORT EDGAR
  12. May 15, 202610-Q QUARTERLY REPORT EDGAR
  13. May 5, 20268-K CURRENT REPORT EDGAR
  14. Apr 22, 20268-K CURRENT REPORT EDGAR
  15. Apr 1, 202610-K ANNUAL REPORT EDGAR
  16. Apr 1, 20268-K CURRENT REPORT EDGAR
  17. Mar 31, 2026NT 10-K NOTIFICATION OF LATE FILING EDGAR
  18. Mar 17, 20264 EDGAR
  19. Mar 17, 20264 EDGAR
  20. Mar 17, 20264 EDGAR

The 131 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

35 open-market trades by officers, directors and large owners since October 2021: 34 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 20, 2024OVERSTREET DEREKDirectorBuy10,800$0.60$6.5KForm 4
Jun 20, 2024OVERSTREET DEREKDirectorSale10,800$0.60$6.5KForm 4
May 22, 2023OVERSTREET DEREKDirectorBuy5,000$0.66$3.3KForm 4
May 22, 2023McLaren BryanChairman, CEO and CFOBuy5,000$0.67$3.4KForm 4
May 19, 2023McLaren BryanChairman, CEO and CFOBuy2,500$0.67$1.7KForm 4
May 18, 2023Gauthier Daniel RyanCLO & CCOBuy5,000$0.67$3.3KForm 4
May 18, 2023McLaren BryanChairman, CEO and CFOBuy2,500$0.67$1.7KForm 4
Apr 6, 2023Gauthier Daniel RyanCLO & CCOBuy100$0.71$71Form 4
Apr 5, 2023FRIEDMAN ARTDirectorBuy100$0.70$70Form 4
Apr 4, 2023FRIEDMAN ARTDirectorBuy2,000$0.70$1.4KForm 4
Apr 4, 2023Gauthier Daniel RyanCLO & CCOBuy1,000$0.72$720Form 4
Apr 4, 2023OVERSTREET DEREKDirectorBuy8,237$0.75$6.2KForm 4
Apr 3, 2023McLaren BryanChairman, CEO and CFOBuy2,500$0.73$1.8KForm 4
Nov 16, 2022Blackwell Berekk AlanPresident and COOBuy2,600$0.80$2.1KForm 4
Nov 15, 2022Blackwell Berekk AlanPresident and COOBuy279$0.75$209Form 4
Aug 29, 2022Kane Jody KevinDirectorBuy5,000$0.68$3.4KForm 4
Aug 24, 2022Kane Jody KevinDirectorBuy3,000$0.70$2.1KForm 4
Aug 24, 2022Gauthier Daniel RyanCLO & CCOBuy2,600$0.71$1.8KForm 4
Aug 23, 2022Gauthier Daniel RyanCLO & CCOBuy200$0.72$144Form 4
Aug 22, 2022Gauthier Daniel RyanCLO & CCOBuy2,500$0.73$1.8KForm 4

All 35 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

SEC filer profile

How Zoned Properties, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARZoned Properties, Inc.1
  • CIK0001279620
  • Employer ID (EIN)46-51982425
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inNevada5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6512 Opeators of Nonresidential Buildings1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address8360 E. Raintree Drive, Suite #230, Scottsdale, AZ 852601
  • Phone877-360-88391
  • Shares outstanding13,180,829 as of Aug 14, 202613
  • Public float$1.8M as of Jun 30, 20255
  • AuditorSALBERG & COMPANY, P.A., Boca Raton, Florida PCAOB ID 106; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 13, 20041
  • Filings444 in all: 8-K (142), 4 (96), 10-Q (47), 3 (19), UPLOAD (18), 10-K (15), CORRESP (10), SB-2/A (8)1
    All 43 form types

    10QSB (7), SC 13D (7), NT 10-K (6), 10QSB/A (5), D (5), PRER14C (5), 4/A (4), 8-K/A (4), NT 10-Q (4), 10KSB (3), DEF 14A (3), POS AM (3), PRE 14C (3), 10-Q/A (2), 10KSB/A (2), 144 (2), 8-A12G (2), D/A (2), DEF 14C (2), EFFECT (2), SC 13D/A (2), 10-K/A (1), 15-12G (1), 424B3 (1), DEFM14A (1), DRS (1), NTN 10Q (1), PRE 14A (1), PREM14A (1), PRER14A (1), S-1 (1), S-1/A (1), S-8 (1), SB-2 (1), SC 13G (1)

  • Latest filingsAnnual report (10-K) Apr 1, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 10, 2018
    Latest 8-K (8-K) Oct 1, 2026

Securities registered for trading

ClassSymbolExchange
N/A

From the cover page of the 10-K filed Apr 1, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Zoned Properties, Inc. names in Item 1A of its 10-K filed Apr 1, 2026: 48 risks under these headings, as written.5

  • Risks Related to Our Business and Our Industry
  • There is substantial doubt as to our ability to continue as a going concern.
  • Because we have limited operating history in the real estate industry, we may not succeed.
  • Although we generate positive cash flows from operations, we may need to raise additional capital to fund our expansion.
  • Because we may be unable to identify and/or successfully acquire properties which are suitable for our business, our financial condition may be negatively affected.
  • If we fail to diversify our property investment portfolio or advisory and real estate services offered, downturns relating to certain industries or business sectors or the financial stability of our significant tenants may have a significant adverse impact on our assets and our ability to pay our operating expenses or pay dividends than if we had a diversified property portfolio and service offerings.
  • Our properties may be subject to impairment charges.
  • We may be unable to sell the Woodward Property for its carrying value, or at all.
  • Because our business is dependent upon continued market acceptance by our tenants’ consumers, any negative trends will adversely affect our business operations.
  • Because we buy and lease property, we will be subject to general real estate risks.
  • Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, banks and other financial institutions may be reluctant to enter into lending transactions with us, including secured lending, because our properties are used in the cannabis industry. If this source of funding is unavailable to us, our growth may be limited and our business may be materially adversely affected.
  • Because we will compete with others for suitable properties, competition will result in higher costs that could materially affect our financial condition.
The other 37 risks
  • Because we are liable for hazardous substances on our properties, environmental liabilities are possible and can be costly.
  • Because we may not be adequately insured, we could experience significant liability for uninsured events.
  • If we are found non-compliance with the Americans with Disabilities Act, we will be subject to significant liabilities.
  • Our inability to effectively manage our growth could harm our business and materially and adversely affect our operating results and financial condition.
  • Unfavorable global economic, business or political conditions could adversely affect our business, financial condition or results of operations.
  • We hold our cash and cash equivalents that we use to meet our working capital and operating expense needs in deposit accounts that could be adversely affected if the financial institution holding such funds fail.
  • We will be required to attract and retain top quality talent to compete in the marketplace.
  • We are dependent on Bryan McLaren, our Chief Executive Officer, Chief Financial Officer and Chairman of the Board, and the loss of this officer could harm our business and prevent us from implementing our business plan in a timely manner.
  • Risks Related to the Proposed MBO
  • The MBO transaction is a “related party transaction,” which may lead to actual or perceived conflicts of interest.
  • The transaction is subject to a “majority of the minority” stockholder approval, which may be difficult to obtain.
  • The final Purchase Price is subject to significant adjustments based on interim real estate transactions, which creates uncertainty.
  • The Buyer must raise sufficient capital to fund the Purchase Price, and there is no guarantee they will be able to do so.
  • The Company retains the right to terminate the MBO APA if it receives a proposal on terms more favorable to stockholders than the MBO.
  • The Buyer has a broad right to terminate the MBO APA based on due diligence.
  • Failure to complete the MBO could negatively impact our business and financial results.
  • If the MBO closes, following the closing, we will be a “shell company” with no remaining operations, which may limit the liquidity of our common stock.
  • Our Board may elect to liquidate and dissolve the Company, and the timing and amount of any distributions are uncertain.
  • We may seek a RTO or a new business activity, which involves significant risks and uncertainty. The Board may choose to use the remaining public shell to acquire a new, unrelated business through an RTO.
  • Stockholders may be required to approve a change in our primary business purpose or a formal plan of liquidation.
  • The loss of our executive leadership team upon closing of the proposed MBO will leave the Company without experienced management.
  • Risks Related to Government Regulation
  • Marijuana remains illegal under federal law, and the ongoing transition to Schedule III, along with the new restrictions on hemp-derived products, creates significant regulatory uncertainty that could disrupt our business plan.
  • The shift in federal enforcement priorities and the absence of a formal Cole Memo reinstatement create unpredictability.
  • New federal “Total THC” limits on hemp products may force tenants into more restrictive regulatory regimes or out of business.
  • The Rohrabacher-Farr Amendment provides limited protection and must be renewed annually.
  • Owners of properties located in close proximity to our properties may assert claims against us regarding the use of the property as a marijuana dispensary or marijuana cultivation and processing facility, which if successful, could materially and adversely affect our business.
  • We and our tenants may have difficulty accessing the services of banks, which may make it difficult to contract for real estate needs.
  • Many of our existing tenants are, and we expect that many of our future tenants will be, companies with limited histories of operations and may be unable to pay rent with funds from operations or at all, which could adversely affect the value of our common stock.
  • Continuing unfavorable market dynamics affecting the regulated cannabis industry could adversely affect our business, liquidity and financial condition, and overall results of operations.
  • Laws and regulations affecting the regulated cannabis and marijuana industry are constantly changing, which could materially adversely affect our operations, and we cannot predict the impact that future regulations may have on us.
  • FDA regulation of marijuana and the possible registration of facilities where medical marijuana is grown could negatively affect the marijuana industry, which would directly affect our financial condition.
  • Risks Related to Our Common Stock
  • Our common stock is quoted on the OTCQB, which may limit the liquidity and price of our common stock more than if our common stock were listed on The NASDAQ Stock Market or another national exchange.
  • The trading price of our common stock may decrease due to factors beyond our control.
  • The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float, limited operating history and lack of profits which could lead to wide fluctuations in our share price. You may be unable to sell your common shares at or above your purchase price, which may result in substantial losses to you.
  • Our preferred stockholders together have voting control, which will limit your ability to influence the outcome of important transactions, including a change in control.
  • We may face continuing challenges in complying with the Sarbanes-Oxley Act, and any failure to comply or any adverse result from management’s evaluation of our internal control over financial reporting may have an adverse effect on our stock price.
  • We have never paid dividends on our common stock and cannot guarantee that we will pay dividends to our stockholders in the future.
  • Our common stock is a “penny stock” under SEC rules. It may be more difficult to resell securities classified as “penny stock.”
  • Rule 144 Related Risks

Legal proceedings

There are no pending or threatened legal or administrative actions pending or threatened against us that we believe would have a material effect on our business.

The opening of Item 3, Legal Proceedings.5

Sources

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