The deal faces execution risk from BPB's undisclosed financing contingency and the two-tiered stockholder vote structure; however, preferred stockholders controlling 90.9% of voting power have signaled support. Monitor shareholder meeting in September 2026 and any 8-K filings for financing updates. If the CKG sale closes before the shareholder vote, the Purchase Price will increase by the $5M note but the note will be assigned to BPB — watch for the note's terms and credit quality of the obligor.
Price Chart
Executive Summary
Zoned Properties (ZDPY) filed a preliminary proxy (PREM14A) seeking stockholder approval for the sale of substantially all assets to BPB Partners, LLC, a company owned by CEO Bryan McLaren and other management members, for $7 million (subject to assumed debt adjustments and pre-closing asset sales). The deal, which follows a Special Committee review, go-shop process, and a fairness opinion from Marshall & Stevens, is expected to close by September 30, 2026, with proceeds intended for debt payoff, preferred-stock liquidation, a special dividend of $0.35-$0.45 per common share, and a subsequent reverse merger or new business combination.
Key Financial Metrics
Key Facts
- Management buyout: BPB Partners, LLC (owned by CEO Bryan McLaren, President Berekk Blackwell, and employee Patrick Moroney) acquires substantially all assets for $7,000,000 base purchase price, less assumed indebtedness, subject to adjustments.
- Two stockholder votes required: (1) majority of all voting power, and (2) majority of disinterested voting power (excluding Management Group). The two preferred stockholders together hold ~90.9% of voting power.
- Pre-closing sales closed: Pleasant Ridge, MI assets sold May 1, 2026 for $600,000 net cash. CKG Properties (Chino Valley, Kingman, Green Valley, AZ) under contract for $9.0M ($4.0M cash + $5.0M note), expected June 30, 2026 close.
- Fairness opinion from Marshall & Stevens (June 9, 2026) concluded the purchase price is fair to Zoned Properties and non-Management Group stockholders from a financial point of view.
- Alliance Global Partners conducted a go-shop process; no competing proposals were identified.
- Closing conditions include BPB raising sufficient capital (no committed financing disclosed), stockholder approvals, regulatory approvals, and absence of material adverse effect. Outside closing date September 30, 2026 (with 90-day extension possible).
- Company expects to become a shell post-close, retain ~$500k cash, pursue a reverse merger or business combination with a non-cannabis operating company.
- Estimated special dividend of $0.35-$0.45 per share — not guaranteed. Net Purchase Price estimated by management at $4,021,962.
- Management Group golden parachute compensation: McLaren ($403,250 total), Blackwell ($286,950 total). Advisory non-binding vote on compensation also proposed.
Financial Impact
Base purchase price $7,000,000; total deal consideration including CKG Note up to $12,000,000; estimated net proceeds to common stockholders $4,021,962 per management; estimated special dividend $0.35-$0.45 per common share
Risk Factors
- Related-party transaction conflicts may lead to shareholder litigation or negative vote by disinterested stockholders.
- BPB must raise capital to fund the Purchase Price; no committed financing has been disclosed, creating risk of termination.
- BPB has unilateral right to terminate during 180-day diligence period (expiring July 14, 2026) for any reason.
- Post-close shell company status imposes SEC Rule 144 restrictions and costs; uncertain timeline for reverse merger transaction.
- CKG Properties sale may not close, transferring those assets into the MBO at $9M valuation — altering net proceeds to public shareholders.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 5 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| PREM14A Filing (Primary) | 0001213900-26-068342 |
| Document: ea029200701ex-fee.htm | 0001213900-26-068342 |
| Document: 0001213900-26-068342-index-headers.html | 0001213900-26-068342 |
| Document: 0001213900-26-068342-index.html | 0001213900-26-068342 |
| Document: 0001213900-26-068342.txt | 0001213900-26-068342 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 30, 2026 26d 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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