Zoned Properties, Inc. 8-K

What Happened
Zoned Properties, Inc. (ZDPY) filed an 8‑K disclosing that on January 15, 2026 it entered into an Asset Purchase Agreement (the “MBO APA”) to sell substantially all of its operating business and specified assets to BPB Partners, LLC — a buyer owned by Zoned’s Chairman/CEO/CFO Bryan McLaren, President/COO Berekk Blackwell, and Patrick Moroney. A Special Transactions Committee of the board (the three independent directors) reviewed and approved the transaction, and the full board also approved it. The press release was issued January 20, 2026 announcing the MBO and the company’s plan (if stockholder approvals and asset liquidations succeed) to pay liabilities, liquidate preferred shares and distribute remaining cash to stockholders as a return of capital, then pursue a reverse merger or other transaction.

Key Details

• Purchase price: $7,000,000, subject to reduction for assumed indebtedness and upward/downward adjustments for additional asset transactions described in the agreement.
• Assets listed include specific real properties (Tempe, AZ; Surprise, AZ; Chicago, IL), certain affiliate membership interests, contracts, intellectual property and other operational assets.
• Buyer ownership and governance: BPB Partners is owned by insiders — Bryan McLaren (Chairman/CEO/CFO), Berekk Blackwell (President/COO) and Patrick Moroney; a special independent committee oversaw the deal.
• Closing conditions & timing: requires fairness opinion, stockholder approval (including a “majority of the minority” vote excluding insider-related shares), regulatory approvals and Buyer financing; expected closing by end of 2026 if approved. Outside termination date Sept 30, 2026 (extendable 90 days); Buyer has a 180‑day diligence termination right.
• Executive arrangements: the company entered Material Event/Severance agreements with McLaren, Blackwell and Moroney that, upon a “Material Event” (including the MBO), provide stock issuances (McLaren 250,000 shares; Blackwell 150,000; Moroney 150,000) plus one year’s base salary and a cash payment equal to 35% of the fair market value of the issued shares; additional severance agreement terms apply.

Why It Matters
This is a potential insider-led management buyout of Zoned’s operating business and key assets for a base price of $7M (subject to adjustments and assumed liabilities). The transaction, if approved by disinterested shareholders and completed, would materially change the company’s business and could lead to a full liquidation of operating assets with a special cash distribution to shareholders followed by a reverse merger or other restructuring of the public shell. Key near-term investor considerations include the required stockholder votes (including majority-of-the-minority approval), the Buyer’s ability to raise closing funds, potential adjustments for additional asset sales or acquisitions before closing, and the insider nature of the buyer (which is why an independent committee was formed).