Zoned Properties, Inc. 8-K

What Happened Zoned Properties, Inc. (through its subsidiaries Green Valley Group, Kingman Property Group and Chino Valley Properties) announced on April 20, 2026 that it entered into a Real Estate Purchase and Sale Agreement to sell three Arizona properties to Broken Arrow Herbal Center, Inc. The aggregate purchase price is $9.0 million, structured as $4.0 million cash at closing plus a $5.0 million promissory note secured by a deed of trust. The transaction is scheduled to close on June 30, 2026, subject to certain purchaser extension rights.

Key Details

• Purchase price allocation: $8.0M for the Chino Property; $500K for the Kingman Property; $500K for the Green Valley Property.
• Deposit and consideration: Purchaser must deposit $400,000 into escrow, of which $100 is designated as independent contract consideration payable to the Seller.
• Payment and security: $4.0M cash at closing and a $5.0M seller-financed promissory note secured by a deed of trust; seller financing will be the only permitted lien on the properties until paid in full.
• Closing mechanics and extensions: Closing set for June 30, 2026; purchaser may extend to August 31, 2026 (with Green Valley and Kingman closing on the original date for $1.0M cash) and further extend Chino closing to Sept 30, 2026 by delivering an additional $1.0M nonrefundable supplemental deposit (refundable only for uncured seller default). The agreement contemplates an all-or-none closing except where extensions are expressly provided.

Why It Matters The agreement will convert part of Zoned’s real estate portfolio into $4.0M cash now plus a $5.0M secured note, reducing ownership of three Arizona properties and creating a receivable backed by a deed of trust. Investors should note the large allocation to the Chino property ($8.0M of $9.0M), the “as‑is” sale terms, limits on seller obligations to cure title issues, and the deposit/remedy structure that favors retention of deposits if the purchaser defaults. These terms affect the company’s near-term liquidity, collateral exposure, and potential future cash flow from the promissory note.