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Zoned Properties, Inc. completed the sale of two Arizona real estate assets under an existing purchase and sale agreement. On June 30, 2026, the buyer closed on the Green Valley and Kingman properties and paid a total of $1.0 million in cash, with $0.5 million allocated to each property.
The closing for the third asset, the Chino Valley property, was postponed at the buyer’s election to August 31, 2026, with an option to extend further to September 30, 2026 on the same contractual terms. The underlying purchase agreement was previously filed and is incorporated by reference.
Zoned Properties, Inc. seeks shareholder approval to sell substantially all of its business and specified real estate assets to BPB Partners, LLC pursuant to an Asset Purchase Agreement dated January 15, 2026 (the “MBO APA”). The Purchase Price is $7,000,000, less assumed indebtedness and subject to specified adjustments, including potential inclusion or exclusion of the CKG Properties and other additional assets. The Board and a Special Committee of independent directors unanimously approved the transaction and obtained a fairness opinion from Marshall & Stevens. The sale is a condition to a planned wind-down of current operations and contemplates a possible special dividend to stockholders and a subsequent reverse merger or business combination; timing and realization of any dividend are conditional on closing, payment of obligations, and final adjustments.
Zoned Properties, Inc. is asking shareholders to approve a management buyout asset sale under an Asset Purchase Agreement dated January 15, 2026, through which BPB Partners, LLC (owned by the Company’s management) will acquire substantially all business assets for a base $7,000,000, less assumed indebtedness and subject to adjustments.
The transaction requires stockholder approval at a Virtual Special Meeting to be held in September [•], 2026 (Record Date: July 15, 2026). Management expects a net Purchase Price of $4,021,962 (subject to adjustment) and contemplates returning cash to stockholders via a possible special dividend (currently estimated at $0.35–$0.45 per share, assuming ~13,730,829 common shares outstanding). Closing is conditioned on disinterested stockholder approval, regulatory consents, financing by BPB, absence of a Seller Material Adverse Effect, and other customary conditions.
Zoned Properties, Inc. filed a current report describing its latest quarterly update. The company issued a press release announcing financial results for the three months ended March 31, 2026, which is attached as Exhibit 99.1.
Zoned Properties is a Scottsdale-based, technology-driven property investment company focused on value-add real estate serving regulated industries such as legalized cannabis. It targets properties with complex zoning or development needs, works to rezone and reposition them, and aims to secure long-term absolute-net leases while not directly handling cannabis products.
Zoned Properties, Inc. reported Q1 2026 revenue of $1,172,436, up from $974,552 a year earlier, driven by growth in real estate services. Despite higher revenue, the company posted a small net loss of $54,660 versus prior-year net income of $145,858.
Cash rose to $2,500,758 and operating cash flow was strong at $1,630,287, but management disclosed that planned sales of properties and a management-led asset sale raise substantial doubt about its ability to continue as a going concern. The company agreed to sell three Arizona properties for $9.0M and signed an asset purchase agreement for substantially all assets to an entity owned by senior executives, both subject to financing and shareholder approval. Operations are heavily concentrated in cannabis-related tenants and triple-net leases, creating exposure to regulatory and tenant-specific risks.
Zoned Properties, Inc., through subsidiary ZP RE MI Woodward, LLC, entered into and closed an Agreement of Sale for its Woodward cannabis real estate interests in Michigan with Woodward RE 1 LLC. The Woodward Property includes a fee interest at 23600 Woodward Avenue, related land contract vendee interests, and a Licensed Cannabis Facility Absolute Net Lease.
The aggregate purchase price is $700,000, plus the buyer’s assumption of outstanding balances under the Pearlman Land Contract of $1,327,371 and the Gangnier Land Contract of $374,826. The agreement provides a $100,000 purchase price credit if closing occurs on or before May 1, 2026. The assets are sold on an “as is, where is, with all faults” basis, with customary representations, prorations, and shared closing costs.
At closing, the seller conveyed the fee property, assigned its land contract and lease interests, and the buyer assumed post-closing obligations. Through related Assignment and Assumption agreements, counterparties consented to the assignments and released the seller from liabilities arising after the effective time of the assignments.
Zoned Properties, Inc. entered into a material definitive agreement to sell three Arizona properties in Green Valley, Kingman, and Chino Valley to Broken Arrow Herbal Center, Inc. for an aggregate purchase price of $9.0 million.
The price allocates $8.0 million to the Chino Property and $500,000 each to the Kingman and Green Valley properties. The buyer will pay $4.0 million in cash and issue a $5.0 million promissory note secured by a deed of trust, which will be the only permitted debt on the properties until fully repaid.
The buyer must deposit $400,000 into escrow, including $100 of independent contract consideration payable to the seller. Closing is scheduled for June 30, 2026, with options to extend certain or all closings to August 31, 2026 or the Chino Property closing to September 30, 2026 via additional nonrefundable deposits. The deal includes customary “as is” provisions, limited title cure obligations, and liquidated damages and specific performance remedies depending on which party defaults.
Zoned Properties, Inc. files its annual report describing a cannabis-focused real estate portfolio and a planned exit from its current business. The company has signed a $7,000,000 Management Buyout Asset Purchase Agreement to sell substantially all operating assets to a buyer owned by senior executives, subject to financing and shareholder approval.
Management states an intent to liquidate 100% of assets and operations, pay remaining debt and preferred stock, return net cash to shareholders via a special dividend, and then pursue a reverse merger. Results show a $2,854,415 net loss, going-concern uncertainty, high tenant concentration, and significant property impairments, including about $2,100,000 on the Pleasant Ridge asset and $1,018,716 tied to a damaged Chicago building.
Zoned Properties, Inc. reported its financial performance for the full year ended December 31, 2025 and reiterated a planned wind-down of the business. Management described 2025 as challenging for companies in the regulated cannabis industry, with many operators slowing or pausing expansion amid regulatory uncertainty and capital constraints.
The Company recorded several one-time impairments tied to projects in Illinois and Michigan and has decided that a structured liquidation process is the most prudent path to maximize potential value for shareholders. It has engaged professional advisory firms to run a go-shop process and provide a fairness opinion under previously announced definitive agreements. Zoned Properties expects a shareholder vote to approve the proposed liquidation to take place before the end of the second quarter.
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.