Watch for the closing, which is conditioned on Buyer raising sufficient capital in its sole discretion — any delay or failure to secure funding could terminate the deal. Also monitor for the final debt statement, which will determine whether Zoned Properties receives any cash or must pay a true-up to Buyer at closing.
Price Chart
Executive Summary
Zoned Properties, Inc. entered into an Amended and Restated Asset Purchase Agreement with BPB Partners, LLC to sell substantially all of its assets and business for a base purchase price of $7,800,000, up from $7,000,000 in the original agreement. The deal is structured on a debt-free, cash-free basis, with the purchase price reduced by any assumed indebtedness, and the outside closing date extended to October 30, 2026. The transaction represents a sale of the company's entire operating business, with Zoned Properties required to wind down remaining operations post-closing.
Key Financial Metrics
Key Facts
- Base purchase price increased from $7,000,000 to $7,800,000
- Transaction is on a debt-free, cash-free basis; purchase price reduced by assumed indebtedness
- Outside closing date extended to October 30, 2026, with a possible 90-day extension
- Required shareholder approvals and fairness opinion have been obtained
- Buyer must raise capital required to fund the purchase price, in its sole discretion
- Company must wind down 100% of remaining operations not included in the Assets before closing
- No-shop covenant in effect; prior go-shop and due diligence rights have lapsed
- Assets include 100% membership interests in 9 LLCs and a 5% interest in ZP Ohio B, LLC
- The 50% interest in Zoneomics Green, LLC is excluded as the entity has been dissolved
Financial Impact
Base purchase price of $7,800,000, subject to reduction by assumed indebtedness; net consideration to stockholders may be zero or negative if assumed debt exceeds the base price
Risk Factors
- Buyer may fail to raise required capital, causing deal termination
- Assumed indebtedness could exceed $7,800,000, resulting in no cash to Zoned Properties shareholders and a potential seller true-up payment
- Regulatory approvals from Arizona Corporation Commission and Arizona Department of Real Estate are conditions to closing
- Company must wind down all remaining operations, creating execution risk
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-105410 |
| Document: ea0307255-8k_zoned.htm | 0001213900-26-105410 |
| Document: 0001213900-26-105410-index-headers.html | 0001213900-26-105410 |
| Document: 0001213900-26-105410-index.html | 0001213900-26-105410 |
| Document: 0001213900-26-105410.txt | 0001213900-26-105410 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 30, 2026 25d ago | 8-K | $0.4240 | awaiting T+60 | — | $0.4700 (+10.85%) |
Jul 30, 2026 12w ago | DEFM14A | $0.4690 $0.4700 | ▲ +0.21% | ▼ −2.51% | $0.4700 (+0.21%) |
Jul 6, 2026 16w ago | 8-K | $0.4600 $0.4240 | ▼ −7.83% | ▼ −9.99% | $0.4700 (+2.17%) |
Jun 12, 2026 19w ago | PREM14A | $0.5000 $0.4550 | ▼ −9.00% | ▼ −10.26% | $0.4700 (−6.00%) |
Apr 22, 2026 26w ago | 8-K | $0.4030 $0.4680 | ▲ +16.13% | ▲ +11.11% | $0.4700 (+16.63%) |
Apr 1, 2026 29w ago | 8-K | $0.4300 $0.4550 | ▼ −5.81% | ▲ +8.35% | $0.4700 (−9.30%) |
US Market Status
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