Every 8-K that ZONED PROPERTIES INC (ZDPY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow ZDPY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full ZDPY filings page.
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.
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., 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. 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. 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., 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. 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. is reshaping its leadership compensation mix. Effective January 28, 2026, the Board approved 10% base salary increases for CEO/CFO Bryan McLaren to $275,000 and President/COO Berekk Blackwell to $210,000.
On January 19, 2026, the company canceled all unvested stock options held by executives and directors covering 298,750 shares, plus 60,000 unvested options held by non‑executive manager Patrick Moroney. In place of options, on January 28, 2026 the company granted restricted common stock for services in 2026–2027: 250,000 shares to McLaren, 150,000 to Blackwell, 200,000 each to directors Art Friedman, David G. Honaman, and Cole Stevens, and 150,000 to Moroney.
These restricted shares are subject to pro‑rata forfeiture through December 31, 2027 if employment or service ends for cause or by voluntary resignation. If a change of control occurs before that date, clawbacks end and recipients keep all shares, and the company will pay cash of up to 35% of share cost basis to cover related income taxes.
Zoned Properties, Inc. entered into a management buyout asset purchase agreement under which a buyer entity owned by senior executives will acquire substantially all of the company’s operating business and related real estate assets for a base purchase price of $7,000,000, less assumed indebtedness, subject to adjustments for certain additional or excluded properties.
The deal is overseen by a special committee of independent directors and requires multiple approvals, including a fairness opinion and majority and “majority of the minority” shareholder votes, as well as the buyer raising the required capital. The company disclosed that, assuming shareholder approval and successful sale and liquidation of 100% of its assets and operations, it expects to pay remaining debt, settle obligations, retire preferred shares, and distribute the remaining cash to stockholders as a return of capital via a special dividend, followed by a reverse merger or similar transaction involving the public company.
Zoned Properties, Inc., through three indirect subsidiaries, entered into amended and restated absolute net leases for its Chino Valley, Green Valley, and Kingman cannabis properties, each with a 14-year term starting January 1, 2026 and ending December 31, 2039, contingent on a change of control of the tenants and transfer of the related cannabis licenses to A&R Consultants, LLC or its designee, which will guarantee the leases. The leases include base rents set by property, with examples of monthly rent of $3,500 for Green Valley and $4,000 for Kingman.
The tenants also receive a short-term option to purchase all three properties together for $9.0 million, with an option period ending March 30, 2026 and closing required by June 30, 2026, funded by a $400,000 non-refundable deposit, a $4.0 million cash down payment, and $5.0 million of seller financing at 7% interest over 36 months. In a related consent agreement for the Chino Valley property, the landlord’s approval of a sale transaction is conditioned on receiving $389,983.87 of past-due amounts and $965,000 as compensation for rent concessions, after which the existing guarantor will be released for post-closing periods and A&R Consultants, LLC is expected to provide a new guaranty.
Zoned Properties, Inc. (ZDPY) furnished an update via Form 8-K. The company issued a press release announcing financial results for the three and nine months ended September 30, 2025, and made an investor presentation available beginning November 13, 2025. These materials are attached as Exhibits 99.1 and 99.2. The information was furnished, not filed, under the Exchange Act and is not subject to Section 18 liabilities, nor incorporated by reference unless specifically stated.