Zoned Properties 8-K: Amends Chino Valley Property Sale; MBO APA Price Offset

What Happened

• Zoned Properties, Inc. (through its subsidiary Chino Valley Properties, LLC) filed an 8-K reporting a First Amendment dated August 12, 2026 to the Real Estate Purchase and Sale Agreement for the Chino Valley property (2144–2148 N. Road 1 East, Chino Valley, AZ). The Chino Property purchase price allocation was reduced from $8,000,000 to $7,200,000 (an $800,000 reduction). The closing for the Chino Property is set for August 31, 2026. 2148 Chino LLC will pay the full purchase price in cash and Chino Valley will pay 100% of closing costs.

Key Details

• Amendment date: August 12, 2026; Chino sale closing date: August 31, 2026.
• Purchase price for Chino Property reduced by $800,000 (from $8,000,000 to $7,200,000).
• Chino Valley granted a $70,000 credit for a tenant security deposit; applying the credit satisfies Chino Valley’s obligation to return the deposit.
• 2148 Chino will pay cash with no seller/third‑party financing; Chino Valley will cover all closing costs (including escrow fees).
• The company expects the parties to the January 15, 2026 MBO Asset Purchase Agreement (BPB Partners) to amend that agreement to increase the BPB purchase price by $800,000 (from $7,000,000 to $7,800,000) to offset this reduction — but there is no assurance the amendment or closing will occur.

Why It Matters

• If the MBO APA is amended as expected, the net consideration to Zoned stockholders upon the Asset Sale would remain unchanged despite the $800,000 reduction in the Chino sale price.
• The filing highlights two important investor points: (1) timing and certainty remain contingent on additional approvals and closing conditions (including possible stockholder approval), and (2) the Chino sale terms (cash payment, seller-paid closing costs, security deposit credit) affect cash flows and liabilities at closing.
• The company warns there is no guarantee the MBO APA will be amended or that the Asset Sale will close; investors should review the definitive proxy and other SEC filings for full details.