ZDPY Zoned Properties, Inc.

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Executive Summary

Zoned Properties (ZDPY) filed a preliminary proxy (PREM14A) seeking stockholder approval for the sale of substantially all assets to BPB Partners, LLC, a company owned by CEO Bryan McLaren and other management members, for $7 million (subject to assumed debt adjustments and pre-closing asset sales). The deal, which follows a Special Committee review, go-shop process, and a fairness opinion from Marshall & Stevens, is expected to close by September 30, 2026, with proceeds intended for debt payoff, preferred-stock liquidation, a special dividend of $0.35-$0.45 per common share, and a subsequent reverse merger or new business combination.

Key Financial Metrics

Actionable Insight

Key Facts

• Management buyout: BPB Partners, LLC (owned by CEO Bryan McLaren, President Berekk Blackwell, and employee Patrick Moroney) acquires substantially all assets for $7,000,000 base purchase price, less assumed indebtedness, subject to adjustments.
• Two stockholder votes required: (1) majority of all voting power, and (2) majority of disinterested voting power (excluding Management Group). The two preferred stockholders together hold ~90.9% of voting power.
• Pre-closing sales closed: Pleasant Ridge, MI assets sold May 1, 2026 for $600,000 net cash. CKG Properties (Chino Valley, Kingman, Green Valley, AZ) under contract for $9.0M ($4.0M cash + $5.0M note), expected June 30, 2026 close.
• Fairness opinion from Marshall & Stevens (June 9, 2026) concluded the purchase price is fair to Zoned Properties and non-Management Group stockholders from a financial point of view.
• Alliance Global Partners conducted a go-shop process; no competing proposals were identified.
• Closing conditions include BPB raising sufficient capital (no committed financing disclosed), stockholder approvals, regulatory approvals, and absence of material adverse effect. Outside closing date September 30, 2026 (with 90-day extension possible).
• Company expects to become a shell post-close, retain ~$500k cash, pursue a reverse merger or business combination with a non-cannabis operating company.
• Estimated special dividend of $0.35-$0.45 per share — not guaranteed. Net Purchase Price estimated by management at $4,021,962.
• Management Group golden parachute compensation: McLaren ($403,250 total), Blackwell ($286,950 total). Advisory non-binding vote on compensation also proposed.

Financial Impact

Base purchase price $7,000,000; total deal consideration including CKG Note up to $12,000,000; estimated net proceeds to common stockholders $4,021,962 per management; estimated special dividend $0.35-$0.45 per common share

Risk Factors

• Related-party transaction conflicts may lead to shareholder litigation or negative vote by disinterested stockholders.
• BPB must raise capital to fund the Purchase Price; no committed financing has been disclosed, creating risk of termination.
• BPB has unilateral right to terminate during 180-day diligence period (expiring July 14, 2026) for any reason.
• Post-close shell company status imposes SEC Rule 144 restrictions and costs; uncertain timeline for reverse merger transaction.
• CKG Properties sale may not close, transferring those assets into the MBO at $9M valuation — altering net proceeds to public shareholders.

Market Snapshot

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

US Market Status