STOCK TITAN

Zoned Properties closes sale of Chino property

Zoned Properties’ subsidiary finalized the amended sale of its Chino Property, allowing the buyer to use third-party financing secured by the asset.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Agreement date September 2, 2026 Date of Second Amendment to Real Estate Purchase and Sale Agreement
Original Purchase Agreement date April 20, 2026 Initial Real Estate Purchase and Sale Agreement for the Chino Property
First Amendment date August 12, 2026 Date of the First Amendment to the Purchase Agreement
Closing date September 2, 2026 Closing of the sale of the Chino Property
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Real Estate Purchase and Sale Agreement financial
"Second Amendment to Real Estate Purchase and Sale Agreement"
promissory note financial
"may be subject to a promissory note or deed of trust"
A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.
deed of trust financial
"may be subject to a promissory note or deed of trust"
A deed of trust is a legal document used to secure a loan with real property: the borrower conveys title to a neutral third-party trustee to hold as security for the lender until the loan is repaid. Think of it like placing a home's title in temporary escrow so the lender has a clear path to recover value (usually by trustee sale) if the borrower defaults. It matters to investors because it determines how quickly and cheaply a lender can enforce the loan, the priority of claims on the property, and the legal rights attached to mortgage-backed assets.
wholly owned subsidiary financial
"Chino Valley Properties, LLC (“Chino Valley”), a wholly owned subsidiary"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.

FAQ

What agreement did ZDPY enter into regarding the Chino Property on September 2, 2026?

Zoned Properties, Inc. entered into a Second Amendment to a Real Estate Purchase and Sale Agreement between its subsidiary Chino Valley Properties, LLC and 2148 Chino LLC, modifying financing terms related to the Chino Property transaction.

How did the Second Amendment affect financing for the Chino Property transaction for ZDPY?

The Second Amendment permits 2148 Chino LLC to obtain financing from a lender that is not Chino Valley. The purchase price allocation for the Chino Property may be subject to a promissory note or deed of trust in favor of that lender.

Which Zoned Properties subsidiary is involved in the Chino Property sale?

The seller is Chino Valley Properties, LLC, a wholly owned subsidiary of Zoned Properties, Inc. It is the party to the Real Estate Purchase and Sale Agreement and its Second Amendment with 2148 Chino LLC.

Where can ZDPY investors find the full terms of the Second Amendment?

The full text of the Second Amendment is filed as Exhibit 10.1 to the report and is incorporated by reference. The brief description provided is expressly qualified in its entirety by this exhibit.

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

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Learn about SEC filing dates
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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 2, 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 1.01. Entry into a Material Definitive Agreement.

 

On September 2, 2026, Chino Valley Properties, LLC (“Chino Valley”), a wholly owned subsidiary of Zoned Properties, Inc. (the “Company”), and 2148 Chino LLC (“2148 Chino”) entered into the Second Amendment to Real Estate Purchase and Sale Agreement (the “Second Amendment”). The Second Amendment amended that certain Real Estate Purchase and Sale Agreement originally entered into on April 20, 2026, as subsequently amended by the First Amendment thereto dated August 12, 2026 (as amended by the First Amendment, the “Purchase Agreement”).

 

Pursuant to the terms of the Second Amendment, the parties agreed that 2148 Chino is permitted to obtain financing from a lender, that is not Chino Valley, for the transaction contemplated in the Purchase Agreement. Therefore, the purchase price allocation of the Chino Property may be subject to a promissory note or deed of trust for the benefit of that lender.

 

The sale of the Chino Property closed on September 2, 2026.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 8.01. Other Events.

 

The sale of the Chino Property closed on September 2, 2026.

 

Item 9.01 Financial Statement and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Second Amendment to Real Estate Purchase and Sale Agreement, dated as of September 2, 2026, between Chino Valley Properties, LLC and 2148 Chino LLC.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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 4, 2026 /s/ Bryan McLaren
  Bryan McLaren
  Chief Executive Officer & Chief Financial Officer

 

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Filing Exhibits & Attachments

4 documents

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