Zoned Properties holders back asset sale plan

Zoned Properties, Inc. (ZDPY) reported that stockholders approved the Asset Sale and adoption of the MBO Asset Purchase Agreement (Proposal 1) at a virtual special meeting held on September 11, 2026.

Rhea-AI Filing Summary

Zoned Properties, Inc. (ZDPY) reported that stockholders approved the Asset Sale and adoption of the MBO Asset Purchase Agreement (Proposal 1) at a virtual special meeting held on September 11, 2026. Proposal 1 received both the required Majority Approval and Disinterested Stockholder Approval, with 106,359,616 votes for Majority Approval and 105,736,237 votes for Disinterested Stockholder Approval. Stockholders also approved, on an advisory (non-binding) basis, named executive officer compensation relating to the Asset Sale (Proposal 2). A quorum was present, with holders representing 106,536,003 votes. The company stated there can be no assurance as to when or whether closing conditions for the MBO APA will be satisfied or the Asset Sale will be consummated.

Filing Explained

Shareholder approval was obtained, but the asset sale remains uncompleted while its closing conditions remain unresolved.

On September 11, 2026, the shareholder vote cleared the two stated approval gates for the asset sale, but closing conditions and consummation remain unresolved; the filing therefore establishes approval, not a completed asset transfer.

The majority test used all voting power, while the disinterested test excluded the Management Group and its affiliates. The record-date capital structure listed 13,180,829 common shares with one vote each and 2,000,000 preferred shares with 50 votes each.

The Management Group held 623,379 common shares, or 4.7% of common stock, and together with preferred stock represented less than 1.0% of voting power. Because Proposals 1 and 2 passed, the proposed adjournment vote was not presented.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Common stock outstanding on record date: 13,180,829 shares Preferred stock outstanding on record date: 2,000,000 shares Voting power represented at meeting: 106,536,003 votes +4 more

7 metrics

Common stock outstanding on record date 13,180,829 shares As of July 15, 2026, the record date for the special meeting

Preferred stock outstanding on record date 2,000,000 shares As of July 15, 2026, each preferred share carrying 50 votes

Voting power represented at meeting 106,536,003 votes Quorum from 6,536,003 common and 2,000,000 preferred shares

Proposal 1 Majority Approval votes for 106,359,616 votes Approval of Asset Sale and adoption of the MBO APA

Proposal 1 Disinterested Stockholder votes for 105,736,237 votes Disinterested Stockholder Approval for Asset Sale and MBO APA

Proposal 2 votes for 106,225,379 votes Advisory approval of named executive officer compensation

Management Group common stock holdings 623,379 shares Representing 4.7% of common stock and less than 1.0% of voting power as of record date

Key Terms

Asset Sale, MBO APA, Disinterested Stockholder Approval, quorum, +2 more

6 terms

Asset Sale financial

"Proposal 1 – Approval of the Asset Sale and Adoption of the MBO APA"

An asset sale is when a company sells specific pieces of its business—such as equipment, real estate, product lines, or patents—rather than selling ownership shares. Like selling a car from a household to raise cash without moving out of the house, an asset sale can provide funds, reduce costs, or signal a change in strategy; investors watch it because it directly affects a company’s cash, future revenue potential, and balance sheet strength.

MBO APA financial

"Approval of the Asset Sale and Adoption of the MBO APA"

Disinterested Stockholder Approval financial

"stockholders holding a majority of the voting power, excluding shares held by the interested parties"

quorum regulatory

"were represented in person or by proxy, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

advisory (Non-Binding) basis financial

"Approval, on an Advisory (Non-Binding) Basis, of Named Executive Officer Compensation"

Management Group financial

"collectively referred to herein as the “Management Group”"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Zoned Properties, Inc. (ZDPY) stockholders approve at the September 11, 2026 special meeting?

Stockholders approved the Asset Sale and adoption of the MBO Asset Purchase Agreement (Proposal 1) and, on an advisory (non-binding) basis, named executive officer compensation relating to the Asset Sale (Proposal 2), after both Majority and Disinterested Stockholder Approval thresholds were met.

How many votes supported Proposal 1 for Zoned Properties, Inc. (ZDPY)?

For Proposal 1, the Majority Approval vote was 106,359,616 for, 37,180 against, and 139,207 abstentions. The Disinterested Stockholder Approval vote was 105,736,237 for, 37,180 against, and 139,207 abstentions.

What were the voting results for Proposal 2 at Zoned Properties, Inc. (ZDPY)?

For Proposal 2, regarding executive compensation related to the Asset Sale, stockholders cast 106,225,379 votes for, 307,877 against, and 2,747 abstentions. There were no broker non-votes reported for this proposal.

Was the adjournment proposal (Proposal 3) acted upon by Zoned Properties, Inc. (ZDPY)?

No. Proposal 3, which would have allowed adjournment to solicit additional proxies, was rendered moot because Proposals 1 and 2 already received sufficient votes for approval and therefore was not presented for action.

Is the Asset Sale of Zoned Properties, Inc. (ZDPY) now certain to close?

No. The company stated there can be no assurance as to when or whether the closing conditions for the MBO APA will be satisfied or waived, or when or whether the Asset Sale will be consummated.

What voting power was represented at the Zoned Properties, Inc. (ZDPY) special meeting?

Holders of 6,536,003 shares of common stock and 2,000,000 shares of preferred stock, with a collective voting power of 106,536,003 votes, were represented in person or by proxy, constituting a quorum.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 11, 2026

Zoned Properties, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

000-51640		46-5198242
(Commission File Number)		(IRS Employer Identification No.)

8360 E. Raintree Drive, #230 Scottsdale, AZ		85260
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): (877) 360-8839

N/A

(Former name, former address and former fiscal year, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 11, 2026, Zoned Properties, Inc. (the “Company”) held a virtual special meeting of stockholders (the “Special Meeting”) to vote on the following matters:

● Proposal 1: To consider and vote on a proposal to approve the sale of the rights, title, and interest in and to the Company’s business, as described in the Company’s filings with the Securities and Exchange Commission, and the assets, properties, and rights of the Seller Parties (defined below), other than the excluded assets, which represents the sale of substantially all of the assets of Zoned Properties pursuant to the terms of an Asset Purchase Agreement, dated as of January 15, 2026 (as it may be amended, supplemented or modified from time to time, the “MBO APA”), by and among Zoned Properties, Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, ZP RE Holdings, LLC, and BPB Partners, LLC and the other transaction documents related thereto (the “Asset Sale”), and adopt the MBO APA (“Proposal 1”); and

● Proposal 2: To consider and vote on a proposal to approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided to named executive officers that is based on or otherwise relates to the Asset Sale (“Proposal 2”).

As disclosed in the Company’s proxy statement relating to the Special Meeting (the “Proxy Statement”), the Company was required to obtain approval of Proposal 1 by (a) stockholders holding a majority of the voting power of the Company (“Majority Approval”); and (b) stockholders holding a majority of the voting power, excluding shares held by the interested parties to the transaction (i.e., the owners of BPB Partners, LLC: Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer and Chief Financial Officer; Berekk Blackwell, the Company’s President and Chief Operating Officer; and Patrick Moroney, a full-time, non-officer employee of the Company (and their affiliates), collectively referred to herein as the “Management Group”) (“Disinterested Stockholder Approval”).

As of July 15, 2026, the record date for determination of holders of the Company’s common stock and preferred stock entitled to vote at the Special Meeting (the “Record Date”), there were 13,180,829 shares of common stock outstanding and 2,000,000 shares of preferred stock outstanding. Holders of common stock have one vote for each share of common stock held and holders of preferred stock have 50 votes for each share of preferred stock held. As of the Record Date, the Management Group collectively held 623,379 shares of common stock, representing 4.7% of the common stock, and together with the preferred stock, representing less than 1.0% of the voting power of the Company.

At the Special Meeting, holders of 6,536,003 shares of the Company’s common stock and 2,000,000 shares of the Company’s preferred stock, with a collective voting power of 106,536,003 shares, were represented in person or by proxy, constituting a quorum. The final voting results with respect to Proposal 1 and Proposal 2 are set forth below:

Proposal 1 – Approval of the Asset Sale and Adoption of the MBO APA

Majority Approval

For		Against		Abstain		Broker Non-Votes
106,359,616		37,180		139,207		-

Disinterested Stockholder Approval

For		Against		Abstain		Broker Non-Votes
105,736,237		37,180		139,207		-

Proposal 2 – Approval, on an Advisory (Non-Binding) Basis, of Named Executive Officer Compensation Relating to the Asset Sale

For		Against		Abstain		Broker Non-Votes
106,225,379		307,877		2,747		-

As disclosed in the Proxy Statement, Proposal 3 was submitted solely for the purpose of adjourning the Special Meeting if necessary or appropriate to solicit additional proxies. Because Proposal 1 and Proposal 2 received sufficient votes for approval, the condition for the adjournment proposal did not occur. Therefore, Proposal 3 was rendered moot and was not presented for action at the Special Meeting.

There can be no assurance as to when or whether the closing conditions with respect to the MBO APA will be satisfied or waived, or as to when or whether the Asset Sale will be consummated.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ZONED PROPERTIES, INC.
Dated: September 15, 2026	/s/ Bryan McLaren
	Bryan McLaren
	Chief Executive Officer & Chief Financial Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB