SecBot SecBot
8-K ·Filed Oct 30, 2026

ZDPY

Zoned Properties, Inc.
NEUTRAL
Impact 6/10
Horizonweeks Processed1d 22h ago SEC0001213900-26-114508
Killer combo: M&A completed + management change
Actionable Insight • Neutral

The company is now a cash-rich shell with no operating revenue. Watch for declaration of a special dividend and any announcement of a reverse merger or business combination, which will determine the future value of the stock. The retained Dunlap property sale and wind-down costs will affect the final distributable cash amount.

DirectionNeutral
Confidencehigh
Horizonweeks

Price Chart

Loading chart...

Executive Summary

Zoned Properties completed the sale of substantially all of its assets to BPB Partners, LLC, a buyer owned by its CEO Bryan McLaren, President Berekk Blackwell, and employee Patrick Moroney, for a base purchase price of $7,800,000. The buyer assumed approximately $7,941,163 of indebtedness at closing. Concurrently, the company redeemed all 2,000,000 shares of preferred stock for $2,000,000 in cash, entered into severance agreements with departing executives, and retained CEO Bryan McLaren as an independent contractor. The company has divested all cannabis-related operations and expects to distribute net cash to stockholders via a special dividend and pursue a reverse merger or other transaction.

Key Financial Metrics

Deal Value
$7.8M
Deal Type
acquisition

Key Facts

  • Asset sale closed on October 30, 2026, with base purchase price of $7,800,000 under the A&R APA.
  • Buyer assumed approximately $7,941,163 of indebtedness; company paid $37,781 in transaction expenses and $475,000 net cash into escrow.
  • Buyer is owned by Bryan McLaren (CEO/Chairman), Berekk Blackwell (President/COO), and Patrick Moroney (employee), a related-party transaction.
  • All 2,000,000 shares of preferred stock redeemed for $2,000,000 in cash ($1.00 per share liquidation preference).
  • CEO Bryan McLaren resigned as officer but remains Chairman and was retained as independent contractor at $25,000/month.
  • President Berekk Blackwell and employee Patrick Moroney resigned; both received severance: Blackwell 150,000 shares + $210,000 cash + $22,050; Moroney's severance terms not specified in documents.
  • Company expects to distribute net cash as special dividend and pursue reverse merger or other transaction; no dividend declared yet.
  • Pro forma balance sheet shows cash of $9,552,671 and stockholders' equity of $10,790,171 after transactions as of June 30, 2026.
  • Pro forma statements show zero revenue and net loss of $996,935 for six months ended June 30, 2026, and net loss of $832,644 for year ended December 31, 2025.
  • Company retains 100% ownership of ZP RE AZ Dunlap, LLC, which has an active purchase and sale agreement.

Financial Impact

Asset sale base price $7,800,000; buyer assumed $7,941,163 debt; preferred stock redemption $2,000,000; severance payments to executives: McLaren 250,000 shares + $275,000 cash + $36,750, Blackwell 150,000 shares + $210,000 cash + $22,050; independent director payments totaling $100,000.

revenuenet incomecashstockholders' equitydebtdilution

Risk Factors

  • Related-party transaction with management buying the assets creates potential conflicts of interest.
  • Company has no ongoing revenue and must execute a reverse merger or other transaction to provide future value.
  • Amount and timing of special dividend not yet determined and subject to Board discretion and Nevada law.
  • Remaining liabilities and wind-down costs could reduce cash available for distribution.
  • Stock may become illiquid or face delisting risk if no transaction is completed.

Market Snapshot

Exchange
OTC
Sector
Opeators of Nonresidential Buildings

Investment Themes

Real Estate

Documents Analyzed

This report is based on 7 SEC documents filed with EDGAR.

DocumentAccession Number
8-K Filing (Primary)0001213900-26-114508
Document: ea030988801ex10-5.htm0001213900-26-114508
Document: ea030988801ex10-6.htm0001213900-26-114508
Document: ea030988801ex10-4.htm0001213900-26-114508
Document: ea0309888-8k_zoned.htm0001213900-26-114508
Document: ea030988801ex10-7.htm0001213900-26-114508
Document: ea030988801ex10-8.htm0001213900-26-114508
7 reports for ZDPY
Performance horizon

Track record builds as more directional reports settle.

Filters
Rows
Reports for ZDPY, sortable and filterable
TypeNow
Oct 30, 2026
1d ago
8-K
NEUTRAL ★ 6/10
$0.4102awaiting T+60awaiting T+60$0.4270 (+4.10%)
Sep 30, 2026
4w ago
8-K
NEUTRAL ★ 5/10
$0.4240awaiting T+60awaiting T+60$0.4270 (+0.71%)
Jul 30, 2026
13w ago
DEFM14A
MIXED ★ 6/10
$0.4690 $0.4700▲ +0.21%▼ −2.51%$0.4270 (−8.96%)
Jul 6, 2026
16w ago
8-K
NEUTRAL ★ 5/10
$0.4600 $0.4240▼ −7.83%▼ −9.99%$0.4270 (−7.17%)
Jun 12, 2026
20w ago
PREM14A
MIXED ★ 6/10
$0.5000 $0.4550▼ −9.00%▼ −10.26%$0.4270 (−14.60%)
Apr 22, 2026
27w ago
8-K
NEUTRAL ★ 5/10
$0.4030 $0.4680▲ +16.13%▲ +11.11%$0.4270 (+5.96%)
Apr 1, 2026
30w ago
8-K
BEARISH ★ 9/10
$0.4300 $0.4550▼ −5.81%▲ +8.35%$0.4270 (+0.70%)
Showing 7 of 7

US Market Status

Market Closed · Opens Mon (18h 17m)

Subscribe to SecBot

Get Real-Time SEC Filing Intelligence

Comprehensive SEC filing analysis delivered the moment filings hit EDGAR. Sentiment scoring, impact analysis, and actionable insights for every material event.

Create a free account Live analysis, Telegram alerts, watchlists and the MCP server for subscribers
Report published Oct 30, 2026