Zoned Properties, Inc. has entered into an Amended and Restated Asset Purchase Agreement (the “A&R APA”) with BPB Partners, LLC (the “Buyer”) and several related entities (the “Seller Parties”) on September 30, 2026. The agreement amends and restates an original Asset Purchase Agreement signed on January 15, 2026, which provided for the sale of the Company’s business and substantially all of its assets to the Buyer.
The A&R APA outlines the sale of the Seller Parties’ rights to the Company’s business and specific assets. These assets include the Company’s 100% membership interests in ZP RE Holdings, LLC; Zoned Arizona Properties, LLC; ZP RE AZ Dysart, LLC; ZP RE IL Ashland, LLC; ZP Data Platform 1, LLC; ZP Data Platform 2, LLC; Zoned Advisory Services, LLC; Zoned Properties Brokerage, LLC; and ZP Brokerage FL, LLC. Additionally, the agreement includes the Company’s 5% membership interests in ZP Ohio B, LLC and its interest in Chino Valley Properties, LLC, provided that Chino Valley’s water rights are not transferred to ZP RE Holdings, LLC prior to closing. The Company’s 50% interest in Zoneomics Green, LLC is excluded from the deal as the entity has been dissolved.
The purchase price under the A&R APA has increased from $7,000,000 to $7,800,000. Similar to the original agreement, the price is reduced by any indebtedness the Buyer chooses to assume at closing. The Company is responsible for repaying all other indebtedness and funding its own transaction expenses. If the assumed indebtedness exceeds $7,800,000, the Company must pay the difference to the Buyer at closing. The original price adjustments for after-acquired real estate and for the Pleasant Ridge and CKG Properties have been eliminated, as those properties have been sold.
The agreement eliminates certain deal protections, including the Buyer’s due diligence right, the Company’s go-shop right, and the Company’s right to terminate and accept a superior proposal, as the associated time periods have lapsed. The Company is now subject to a “no-ship” covenant. The A&R APA acknowledges that required stockholder approvals have been obtained and that a fairness opinion was delivered to the Company and the Special Transactions Committee, though the fairness opinion must remain in effect at closing. The outside date for closing has been extended from September 30, 2026, to October 30, 2026, subject to a 90-day extension.
The A&R APA requires the Company to wind down its remaining operations before closing and to reimburse the Buyer for certain expenses, including all legal fees if the Company terminates the agreement for reasons other than the Buyer’s breach. The agreement was reviewed and approved by the Special Transactions Committee and the full Board of Directors prior to execution.
