Zoned Properties, Inc. (ZDPY) SEC Filings

Zoned Properties, Inc. (ZDPY), through its wholly owned subsidiary Chino Valley Properties, LLC, entered into a Second Amendment to a Real Estate Purchase and Sale Agreement with 2148 Chino LLC on September 2, 2026. The amendment permits 2148 Chino to obtain third-party lender financing for the transaction, allowing the purchase price allocation for the Chino Property to be secured by a promissory note or deed of trust in favor of that lender. The sale of the Chino Property closed on September 2, 2026, completing the transaction contemplated by the amended Purchase Agreement.

Zoned Properties, Inc. (ZDPY), through its wholly owned subsidiary Chino Valley Properties, LLC, entered into a First Amendment to a Real Estate Purchase and Sale Agreement for the Chino Property in Chino Valley, Arizona. The amendment reduces the Chino Property purchase price allocation by $800,000, from $8,000,000 to $7,200,000, and grants buyer 2148 Chino LLC a further $70,000 purchase price credit equal to the tenant security deposit, fully satisfying Chino Valley’s deposit-return obligation.

2148 Chino agreed to pay the full Chino Property purchase price in cash without seller or third-party financing, and Chino Valley agreed to pay 100% of closing costs, including escrow fees. Closing for the Chino Property is set for August 31, 2026, while the related Green Valley and Kingman property sales closed on June 30, 2026.

In connection with this amendment, Zoned Properties expects the parties to the MBO Asset Purchase Agreement to increase the purchase price payable by BPB Partners, LLC by $800,000, from $7,000,000 to $7,800,000, which would offset the reduced Chino Property price so that net consideration to stockholders upon closing would remain the same. The company notes there is no assurance that closing conditions for the MBO transaction or the asset sale of substantially all company assets will be satisfied, waived, approved by stockholders, or consummated.

Zoned Properties, Inc. reported modest profitability while undertaking major strategic changes for the six months ended June 30, 2026. Total revenues were $1,946,413, essentially flat versus the prior year, and net income was $19,127, supported by a $237,815 gain on property sales. Cash from operating activities was $1,041,428, and cash increased to $2,446,418, with stockholders’ equity of $3,430,648 against a $2,000,000 convertible debenture and $5,813,005 in notes payable.

The company executed and agreed to significant real estate transactions, including a closed $600,000 sale of its Woodward Property plus assumed land contract obligations, and a $9.0 million Purchase Agreement for three Arizona properties, of which the Green Valley and Kingman properties closed for $1.0 million cash. It also signed a management buyout Asset Purchase Agreement to sell substantially all assets to an entity owned by senior executives, subject to financing, a fairness opinion, and stockholder approval at a special meeting on September 11, 2026. Management disclosed these contemplated asset sales could leave the company with minimal or no operations and stated that these factors, together with the need for potential future financing, raise substantial doubt about its ability to continue as a going concern.

Zoned Properties, Inc., a Nevada-based, technology-driven property investment company focused on value-add real estate in the regulated cannabis industry, furnished an update on its financial performance. The company released a press release announcing financial results for the quarter ended June 30, 2026, and for the three and six months ended June 30, 2026, which is provided as an exhibit.

The business focuses on acquiring and repositioning commercial properties that face zoning or development challenges, then securing long-term, absolute-net leases, particularly for legalized cannabis uses in the United States. Zoned Properties emphasizes that it does not grow, harvest, sell, or distribute cannabis or other substances regulated under U.S. law. The press release also reiterates standard forward-looking statement cautions, directing investors to risks discussed in SEC reports, and notes that the furnished financial information is not deemed filed for liability purposes under the Exchange Act.

Zoned Properties, Inc. plans to sell substantially all of its operating assets and business to BPB Partners, LLC, an entity owned by key members of management, under an Asset Purchase Agreement for a base $7,000,000 purchase price, less assumed indebtedness and subject to adjustments. Assets include key cannabis-related real estate, operating subsidiaries, contracts, and intellectual property; cash and certain other items are excluded. An independent Special Committee negotiated the related‑party transaction and obtained a June 9, 2026 fairness opinion from Marshall & Stevens that the purchase price is fair to unaffiliated stockholders from a financial standpoint.

After closing, the company expects to exit the cannabis real estate business, retain its public listing, and seek a reverse merger or similar transaction. Management currently estimates net proceeds of about $4,021,962, with an intended special dividend in the range of $0.35–$0.45 per share, after retiring debt and preferred stock and retaining roughly $500,000 for public company costs; these figures are subject to closing adjustments and are not guaranteed. Completion requires approval by a majority of all voting power and a separate majority of disinterested voting power, plus other closing conditions including financing by BPB and absence of a Seller Material Adverse Effect.

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.