Zoned Properties, Inc. 8-K

What Happened Zoned Properties, Inc. (through its subsidiary ZP RE MI Woodward, LLC) announced and closed an Agreement of Sale and Escrow Instructions on May 1, 2026 to sell the “Woodward Property” to Woodward RE 1 LLC (or its nominee). The sale transferred: (i) the fee interest in 23600 Woodward Ave, Ferndale, MI; (ii–iii) vendee interests in two land contracts covering 23622/23616 and 23634 Woodward Ave (the Pearlman and Gangnier Land Contracts); and (iv) a Licensed Cannabis Facility Absolute Net Lease dated Dec. 1, 2022. The aggregate purchase price is $700,000, and the buyer assumed outstanding balances under the Pearlman and Gangnier land contracts ($1,327,371 and $374,826, respectively). The agreement provides for a $100,000 purchase‑price credit if closing occurred on or before May 1, 2026. The property was conveyed “as is, where is,” and assignment agreements (land contracts and lease) were executed, with counterparties consenting and releasing Seller from post‑closing liabilities.

Key Details

• Closing date: May 1, 2026; seller: ZP RE MI Woodward, LLC; buyer: Woodward RE 1 LLC.
• Cash purchase price: $700,000; buyer assumed land contract obligations of $1,327,371 (Pearlman) and $374,826 (Gangnier).
• Agreements include Assignment and Assumption of Land Contracts and Lease (tenant: Rapid Fish 2, LLC); buyer assumes obligations only from the effective time forward; seller retains pre‑closing liabilities.
• Sale terms: conveyed by covenant deed, sold “as is,” customary prorations and shared closing costs; purchase‑price credit of $100,000 if timely closing per agreement.

Why It Matters For investors, this transaction removes the Woodward Property and associated lease and vendee interests from Zoned’s holdings and shifts substantial property‑level obligations to the buyer. The deal delivers $700,000 in gross proceeds (plus the effect of the buyer’s assumption of ~$1.7M in land contract balances) and clarifies that Zoned retains liabilities only for obligations arising before the assignment effective time. The assignments and vendor/tenant consents limit Zoned’s post‑closing exposure for these specific Michigan assets. Copies of the sale and assignment documents are filed as Exhibit 10.1 to the Form 8‑K.