Zoned Properties, Inc. Amends Asset Purchase Agreement — $7.8M Sale

What Happened

• Zoned Properties, Inc. (ZDPY) filed an 8-K on Oct 1, 2026 reporting an Amended and Restated Asset Purchase Agreement (A&R APA) dated September 30, 2026 with buyer BPB Partners, LLC. The A&R APA replaces the original APA and covers the sale of the Company’s business and substantially all assets (including 100% interests in several subsidiaries) for an increased purchase price of $7,800,000. The A&R APA was approved by the Special Transactions Committee and the full Board.

Key Details

• Buyer: BPB Partners, LLC; A&R APA signed September 30, 2026; 8-K filed Oct 1, 2026.
• Purchase price increased from $7,000,000 to $7,800,000; price is reduced by any indebtedness the Buyer elects to assume.
• Company must repay non-assumed debt and pay its own transaction expenses; if assumed indebtedness exceeds $7.8M, Company pays the difference to Buyer at closing.
• Some assets removed or changed: Zoneomics Green, LLC (50% interest) dissolved and excluded; Pleasant Ridge and CKG properties already sold; Chino Property sale closed Sept 2, 2026.
• Other terms: eliminated certain pre-closing protections (go-shop, buyer due diligence period lapsed); Company now subject to a no-shop covenant; outside closing date extended to Oct 30, 2026 (plus a possible 90-day extension); Buyer must still raise financing in its sole discretion. Company must wind down remaining operations before closing and may have to reimburse Buyer’s expenses if it terminates without Buyer breach.

Why It Matters

• This 8-K signals that Zoned is moving forward with a near-complete sale of its business and most assets to BPB Partners for $7.8M, with several transactional protections and conditions narrowed or removed. For shareholders, the A&R APA sets the core economic terms and closing timetable but leaves material execution risk: the buyer must still raise the capital, certain liabilities allocation could affect net proceeds, and the Company must wind down operations pre-closing. Investors should watch for closing confirmation, any updates on assumed debt amounts, and supplemental disclosures about proceeds distribution.