Zoned Properties, Inc. has completed the sale of substantially all of its business and assets to BPB Partners, LLC, as disclosed in a Form 8-K filed on October 30, 2026. The transaction, finalized on October 30, 2026, was executed pursuant to an Amended and Restated Asset Purchase Agreement (A&R APA) dated September 30, 2026. The sale included the Company’s 100% membership interests in various subsidiaries, including Zoned Arizona Properties, LLC, ZP RE AZ Dysart, LLC, and ZP RE Holdings, LLC, as well as a 5% interest in ZP Ohio B, LLC. The assets sold encompass substantially all of the Company’s real property and operating assets, including properties located at 410 S. Madison Drive in Tempe, Arizona; 13150 W. Bell Road in Surprise, Arizona; and 3455 S. Ashland Avenue in Chicago, Illinois.
The Company retained its 100% ownership interest in ZP RE AZ Dunlap, LLC, which is currently subject to an active purchase and sale agreement with escrow in place. The purchase price under the A&R APA was $7,800,000, reduced by indebtedness assumed by the Buyer. At closing, BPB Partners, LLC assumed approximately $7,941,163 of indebtedness, and the Company paid approximately $37,781 in transaction expenses. Additionally, the Company paid approximately $475,000 into escrow at closing. The Buyer is owned by Bryan McLaren, the Company’s Chairman of the Board, Chief Executive Officer, and Chief Financial Officer; Berekk Blackwell, the Company’s President and Chief Operating Officer; and Patrick Moroney. Consequently, the transaction is classified as a related-party transaction.
Following the closing of the Asset Sale, the Company entered into severance agreements with Bryan McLaren, Berekk Blackwell, and Patrick Moroney. As a result of the Asset Sale, which constitutes a “Material Event,” the Company issued shares of common stock and made cash payments to Mr. McLaren and Mr. Blackwell. Mr. McLaren received 250,000 shares of common stock, a cash payment equal to one year of his base salary ($275,000), and a cash payment equal to 35% of the fair market value of the shares received ($36,750). Mr. Blackwell received 150,000 shares of common stock, a cash payment equal to one year of his base salary ($210,000), and a cash payment equal to 35% of the fair market value of the shares received ($22,050). Mr. McLaren’s payments arise under his Golden Parachute Agreement dated May 23, 2018, and his severance agreement.
Effective upon the closing of the Asset Sale, Mr. McLaren resigned as the Company’s Chief Executive Officer and Chief Financial Officer. He subsequently entered into an Independent Contractor Agreement, dated October 30, 2026, to provide general business advice and guidance on a month-to-month basis for a monthly fee of $25,000. Mr. McLaren continues to serve as the Chairman of the Board. Mr. Blackwell resigned as President, Chief Operating Officer, and as a member of the Board. Mr. Moroney’s engagement with the Company ended on the same date. The Company’s Board of Directors approved the severance payments, and the Company’s stockholders approved the related compensation on an advisory basis on September 11, 2026.
