Zoned Properties, Inc. 8-K

What Happened
Zoned Properties, Inc. (ZDPY) filed an 8‑K reporting that on December 31, 2025 its indirect subsidiaries entered into Amended and Restated Absolute Net Lease Agreements effective January 1, 2026 with Broken Arrow Herbal Center, Inc. (for Chino Valley and Green Valley) and CJK, Inc. (for Kingman). Each lease has a 14‑year initial term (Jan 1, 2026–Dec 31, 2039) and is contingent on a tenant change‑of‑control that transfers majority ownership and the applicable cannabis license to A&R Consultants, LLC (or its designee), which will provide a guaranty. The leases include a short, exclusive, all‑or‑none Purchase Option for all three properties for $9.0 million and a right of first refusal period up to 60 days.

Key Details

• Lease term: 14 years, effective Jan 1, 2026, ending Dec 31, 2039.
• Purchase Option: aggregate $9.0 million; option period ends March 30, 2026; closing no later than June 30, 2026. Requires $400,000 non‑refundable earnest money, $4.0M cash down at closing and $5.0M seller financing.
• Seller financing: 7% annual interest, 36‑month term, payments based on 15‑year amortization with a balloon at maturity; secured by deeds of trust on all three properties.
• Example base rents: Green Valley $3,500/month, Kingman $4,000/month; Chino Valley has a step‑up rent schedule.
• Related Consent Agreement (Dec 30, 2025): conditioned on payment at closing of $389,983.87 (past due/late charges) and $965,000 (compensation for prior rent concessions); existing guarantor to be released for post‑closing periods once amounts paid and A&R Consultants executes new guaranty.

Why It Matters
This filing documents material changes to lease terms and a near‑term option that could result in the sale of three leased properties for $9.0M, including significant seller financing. The transactions are tied to a tenant change‑of‑control and transfer of cannabis licenses to A&R Consultants, which will assume guaranty obligations if the conditions are met. Investors should note the option deadlines (March 30, 2026 for exercise; June 30, 2026 closing), the required closing payments, and the specified seller financing terms, all of which could affect cash proceeds, secured exposure and the company’s property ownership if exercised.