ZDPY 8-K
Zoned Properties, Inc. (ZDPY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On August 12, 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 First Amendment to Real Estate Purchase and Sale Agreement (the “First Amendment”). The First Amendment amended that certain Real Estate Purchase and Sale Agreement (the “Purchase Agreement”) originally entered into by and among Chino Valley, Broken Arrow Herbal Center, Inc. (“Broken Arrow”), Green Valley Group, LLC (“Green Valley”) and Kingman Property Group, LLC (“Kingman”), pursuant to which the Company, through Chino Valley, Green Valley and Kingman, agreed to sell to Broken Arrow three properties consisting of (i) the property commonly known as 1732 W. Commerce Point Place, Green Valley, Arizona 85614 (the “Green Valley Property”), (ii) the property commonly known as 2095 E. Northern Avenue, Kingman, Arizona 86409 (the “Kingman Property”), and (iii) the property commonly known as 2144-2148 N. Road 1 East, Chino Valley, Arizona 86323 (the “Chino Property”). Broken Arrow assigned all of its right, title and interest as purchaser under the Purchase Agreement with respect to the Chino Property to 2148 Chino on April 22, 2026.
On June 30, 2026, the closing with respect to the Green Valley Property and the Kingman Property was effectuated, and Broken Arrow timely exercised its right under the Purchase Agreement to extend the closing date with respect to the Chino Property to August 31, 2026, subject to Broken Arrow’s right to extend such closing date to September 30, 2026, on the terms and conditions set forth in the Purchase Agreement.
Pursuant to the terms of the First Amendment, the purchase price allocation for the Chino Property was reduced by $800,000 (i.e. from $8,000,000, as initially provided in the Purchase Agreement, to $7,200,000). Additionally, Chino Valley granted 2148 Chino a $70,000 credit against the purchase price, representing the tenant security deposit held by Chino Valley under the existing Chino Valley lease. Upon application of this credit, Chino Valley’s obligation to return the security deposit will be fully satisfied and discharged. Additionally, 2148 Chino agreed to pay the full purchase price allocation in cash, without any seller or third-party financing, and Chino Valley agreed to pay 100% of any and all closing costs, including escrow fees.
The closing of the Chino Valley sale is set for August 31, 2026.
Except as set forth in the First Amendment, the Purchase Agreement remains in full force and effect.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Events.
In connection with entry into the First Amendment, the Company expects that the parties to the Asset Purchase Agreement (the “MBO APA”), dated as of January 15, 2026, by and among the Company, Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, ZP RE Holdings, LLC, and BPB Partners, LLC (“BPB Partners”) will amend the MBO APA to increase the purchase price that BPB Partners will pay under the MBO APA by $800,000 (i.e. the purchase price will increase from $7,000,000 to $7,800,000), offsetting the $800,000 reduction in the Chino Valley sale price, such that the net consideration to the Company’s stockholders upon closing the will remain the same.
There can be no assurance as to when or whether the closing conditions with respect to the MBO APA will be satisfied or waived, as to whether stockholders will 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 (the “SEC”), and the assets, properties, and rights of the seller parties, other than the excluded assets, which represents the sale of substantially all of the assets of the Company pursuant to the terms of the MBO APA (the “Asset Sale”) and adopt the MBO APA, as to when or whether the Asset Sale will be consummated, or as to when or whether the parties to the MBO APA will amend the MBO APA in light of the First Amendment. This Current Report on Form 8-K does not constitute a solicitation of any vote or approval. Stockholders and investors are urged to read the definitive proxy statement and other relevant documents filed with the SEC carefully and in their entirety because they contain important information about the proposed transaction.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | First Amendment to Real Estate Purchase and Sale Agreement, dated as of August 12, 2026, between Chino Valley Properties, LLC and 2148 Chino LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: August 18, 2026 | /s/ Bryan McLaren |
| Bryan McLaren | |
| Chief Executive Officer & Chief Financial Officer |
2
Exhibit 10.1
First AMENDMENT TO
Real Estate Purchase and Sale Agreement
THIS First AMENDMENT TO Real Estate Purchase and Sale Agreement (the “First Amendment”) is made effective this 12th day of August, 2026 (“Effective Date”), by and between CHINO VALLEY PROPERTIES, LLC, an Arizona limited liability company (hereinafter referred to as “Seller”) and 2148 Chino LLC, an Arizona limited liability company (hereinafter referred to as “Purchaser”).
RECITALS
WHEREAS, Broken Arrow Herbal Center, Inc. (“Original Buyer”) and Seller entered into a Real Estate Purchase and Sale Agreement dated April 20, 2026 (the “Agreement”), whereby Seller agreed to sell and Purchaser agreed to purchase real property located in the Town of Chino Valley, County of Yavapai, State of Arizona commonly known as 2144-2148 N. Road 1 East, Chino Valley, Arizona 86323 and designated as APN Nos. 306-14-008M, 306-14-008K, 306-14-008N, and 306-14-008F (the “Property”), and as more fully described in the Agreement; and
WHEREAS, Green Valley Group, LLC, an Arizona limited liability company (“GVG”) and Kingman Property Group, LLC, an Arizona limited liability company (“KPG”) were additional seller parties to the Agreement, and their interest in the Agreement has been satisfied. Accordingly, GVG and KPG have no further rights, duties, or liabilities under the Agreement as it applies to this First Amendment.
WHEREAS, Pursuant to that certain Assignment and Assumption of Real Estate Purchase and Sale Agreement dated April 22, 2026 (the “Assignment”), Original Buyer assigned to 2148 Chino LLC all of its right, title, and interest as Purchaser with respect to the Chino Valley Property; and
WHEREAS, Purchaser and Seller desire to amend the Agreement on the terms and conditions contained herein.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, Purchaser and Seller agree as follows:
1. Recitals; Defined Terms. The parties acknowledge the accuracy of the foregoing recitals. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement.
2. Purchase Price. Section 3 of the Agreement is hereby amended to reduce the Purchase Price allocation of the Chino Valley Property to Seven Million Two Hundred Thousand and 00/100 Dollars ($7,200,000.00). The Purchase Price shall be deemed adjusted accordingly without any additional requisite consideration. The Deposit previously delivered by Purchaser pursuant to Section 2 of the Agreement, net of the Independent Contract Consideration, shall continue to be credited against the Purchase Price allocation of the Chino Valley Property as amended hereby, in accordance with Sections 2 and 10(d) of the Agreement.
| a. | Section 3 is further amended to provide for a credit against the Purchase Price allocation of the Chino Valley Property. Seller hereby grants to Purchaser a credit in the amount of Seventy Thousand and 00/100 Dollars ($70,000.00) which shall be applied to the Purchase Price allocation of the Chino Valley Property. The credit amount is representative of the security deposit in Seller’s possession in its capacity as landlord to the Chino Valley Lease as defined in the Agreement. Upon application of such credit, Seller’s obligation to return such security deposit to Purchaser, whether under the Chino Valley Lease or otherwise, shall be deemed fully and finally satisfied and discharged, and neither party shall have any further obligation or liability with respect thereto. |
| First Amendment | 1 | |
| Zoned Properties/Chino Valley |
| b. | Section 3 is further amended to provide that Purchaser shall pay the full Purchase Price allocation of the Chino Valley Property in all cash. Purchaser’s payment of the Purchase Price allocation of the Chino Valley Property shall not be subject to the Note or Deed of Trust as referenced therein, nor will the Purchase Price allocation of the Chino Valley Property be subject to any seller financing or other lender-type financing. For the avoidance of doubt, Sections 3(b) and 3(c) of the Agreement, and the requirement in Section 10(e) of the Agreement that the Note and Deed of Trust encumber all three (3) Option Properties, are hereby deleted and shall be of no further force or effect as they relate to the Chino Valley Property, and no Deed of Trust or other lien securing any obligation of Purchaser shall be recorded against, or otherwise encumber, the Green Valley Property or the Kingman Property in connection with the Closing of the Chino Valley Property. |
3. Closing Costs: Seller agrees to pay one hundred percent (100%) of any and all closing costs, including escrow fees.
4. Closing Date. Section 10 of the Agreement is hereby amended such that the Closing Date for the Chino Valley Property shall occur on Monday, August 31, 2026.
5. Other Dates. All other dates are hereby amended to be consistent with this First Amendment. If any date on which a time scheduled to expire herein is a Saturday, Sunday or holiday recognized in the State of Arizona, the subject date shall be extended to the next business day.
6. Counterparts. This First Amendment may be executed in separate and multiple counterparts, each of which shall be deemed an original but all of which taken together shall be deemed to constitute one and the same instrument.
7. Remainder of Agreement Unaffected. In all other respects, the remainder of the Agreement shall remain in full force and effect. Any portion of the Agreement that is inconsistent with this First Amendment is hereby amended to be consistent.
[Signature pages follow]
| First Amendment | 2 | |
| Zoned Properties/Chino Valley |
Purchaser and Seller have caused this First Amendment to be duly executed on the day and year first written above.
| SELLER: | ||
| CHINO VALLEY PROPERTIES, LLC, an Arizona limited liability company | ||
| By: | /s/ Bryan McLaren | |
| Print Name: | Bryan McLaren | |
| Title: | Authorized Signatory | |
| Email: | ||
[Purchaser Execution Page Follows]
| First Amendment | 3 | |
| Zoned Properties/Chino Valley |
This First Amendment is executed by Purchaser as of the date first written above.
| PURCHASER: | ||
| 2148 Chino LLC, an Arizona limited liability company | ||
| By: | /s/ | |
| Print Name: | ||
| Title: | ||
| Email: | ||
| First Amendment | 4 | |
| Zoned Properties/Chino Valley |