Zoned Properties, Inc. filed a Form 8-K on October 30, 2026, reporting the completion of the sale of its business and substantially all of its assets to BPB Partners, LLC for a purchase price of $7,800,000 under an Amended and Restated Asset Purchase Agreement dated September 30, 2026.

Key Highlights

  • Asset Sale Closed: The company completed the sale of substantially all of its assets to BPB Partners, LLC on October 30, 2026, for a stated purchase price of $7,800,000.
  • Buyer Assumed Debt: According to the filing, the Buyer assumed approximately $7,941,163 of indebtedness at closing, and the company paid approximately $37,781 of transaction expenses.
  • Net Cash to Escrow: The company paid approximately $475,000 of net cash into escrow at closing.
  • Related-Party Transaction: The Buyer, BPB Partners, LLC, is owned by Bryan McLaren (Chairman, CEO, and CFO), Berekk Blackwell (President and COO), and a non-officer employee, making this a related-party transaction, as the filing states.
  • Preferred Stock Redeemed: The company entered into redemption agreements with Gregory Johnston and McLaren Family LLLP, each holding 1,000,000 shares of preferred stock, agreeing to redeem all shares for a $1,000,000 cash payment each, totaling $2,000,000.
  • Severance Agreements Executed: On October 30, 2026, the company entered into severance agreements with Mr. McLaren, Mr. Blackwell, and Mr. Moroney, triggered by the Asset Sale constituting a "Material Event" under previously executed Material Event Agreements.
  • Stockholder Approval Obtained: On September 11, 2026, the company's stockholders approved the Asset Sale at a virtual special meeting, with approval from holders of a majority of voting power, including a separate majority excluding shares held by persons with an interest in the Buyer.

Zoned Properties Closes Related-Party Business Sale and Redeems All Outstanding Preferred Stock

According to the Form 8-K filed by Zoned Properties, Inc. (Commission File No. 000-51640), the company completed the sale of its business and substantially all of its assets to BPB Partners, LLC on October 30, 2026. The transaction was governed by an Amended and Restated Asset Purchase Agreement dated September 30, 2026, which itself amended and restated an original agreement dated January 15, 2026. The filing disclosed that the purchase price of $7,800,000 was increased from the original $7,000,000 by $800,000 to offset a corresponding reduction in the sale price of the Chino Valley property, so that, according to the filing, "the net consideration to the Company's stockholders would remain the same."

The assets transferred to the Buyer included the company's 100% membership interests in multiple subsidiaries and real properties located in Tempe and Surprise, Arizona, and Chicago, Illinois, as well as the company's 5% membership interest in ZP Ohio B, LLC. The filing noted that the company retained its 100% ownership interest in ZP RE AZ Dunlap, LLC, which is party to an active purchase and sale agreement with an escrow in place. The filing also disclosed that on September 2, 2026, the company separately completed the sale of the Chino Valley, Arizona property for $7,200,000, reduced from $8,000,000, and that this property was not part of the Asset Sale.

Because BPB Partners, LLC is owned by company insiders McLaren, Blackwell, and Moroney, the filing characterizes the transaction as a related-party transaction. The filing states that the Original APA, A&R APA, and Asset Sale were reviewed, negotiated, and approved by a Special Transactions Committee composed solely of the company's three independent directors. The filing also notes that on June 9, 2026, Marshall and Stevens Transaction Advisory Services LLC delivered a fairness opinion to the Special Transactions Committee regarding the purchase price. Concurrent with the closing, the company executed redemption agreements with Gregory Johnston and McLaren Family LLLP, redeeming a combined 2,000,000 shares of preferred stock for $1,000,000 each, returning those shares to authorized and unissued status.

What Was Disclosed

Zoned Properties, Inc. disclosed the October 30, 2026 closing of its asset sale to BPB Partners, LLC for $7,800,000, the assumption of approximately $7,941,163 in debt by the Buyer, the redemption of all outstanding preferred stock for $2,000,000 total, and the execution of severance agreements with three company officers and employees.