Zoned Properties, Inc. files regulatory reports that document its cannabis-focused real estate business, operating results, material agreements, governance, and capital structure. Its 8-K filings include financial-results releases, investor-presentation disclosures, real estate purchase and sale agreements, asset purchase agreements, and amended absolute-net lease agreements involving wholly owned property subsidiaries.
The company's SEC record also covers board and executive compensation matters, equity compensation changes, shareholder voting and capital-structure disclosures, and Form 12b-25 notices related to annual-report timing. These filings frame ZDPY as a Nevada operating company with real estate assets and lease arrangements tied to regulated cannabis operators.
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.
Zoned Properties, Inc. director David G. Honaman reported receiving a grant of 200,000 shares of Common Stock on January 28, 2026. The shares were issued as restricted stock under the company’s 2016 Equity Incentive Plan and were fully vested at issuance, but remain subject to forfeiture and clawback provisions.
Following this award, Honaman directly holds a total of 300,000 shares of Zoned Properties common stock. This filing reflects a grant or award acquisition rather than an open-market purchase or sale.
Zoned Properties, Inc. reported that director Stevens Cole London acquired 200,000 shares of Common Stock on January 28, 2026. The shares were issued as a restricted stock grant approved by the Board under the company’s 2016 Equity Incentive Plan.
The grant was fully vested at issuance but remains subject to forfeiture and clawback provisions. The shares are held indirectly through AllAccess Capital Markets Ltd., which is wholly owned and controlled by Stevens Cole London. Following this award, the filing shows total indirect holdings of 200,000 shares.
Zoned Properties, Inc. reported that President and COO Berekk Alan Blackwell acquired 150,000 shares of common stock through a restricted stock grant on January 28, 2026. The grant was issued at $0.00 per share, indicating it was compensation rather than an open-market purchase.
After this award, Blackwell directly holds 160,879 common shares. The grant was made under the company’s 2016 Equity Incentive Plan, was fully vested at issuance, and is subject to forfeiture and clawback provisions, meaning the company can reclaim the shares under certain conditions set by the plan.