Zoned Properties, Inc. Annual Report - How They Did This Year

I am writing this guide to help you understand how Zoned Properties, Inc. performed. My goal is to turn complex filings into plain English so you can decide if this company fits your investment goals.

1. What does this company do?

Zoned Properties develops and manages real estate for the regulated cannabis industry. They act as a "non-plant touching" landlord and advisor. They find properties with difficult zoning or permit rules, navigate the red tape to make them "cannabis-compliant," and lease them to licensed operators. Most of their properties are in Arizona. They use "triple-net" leases, meaning tenants pay for property taxes, insurance, and maintenance.

2. The Big News: The Company is Liquidating

The most important update is that Zoned Properties is shutting down its current business. The leadership team—CEO Bryan McLaren, CFO Mark M. DeStefano, and COO James Whitcomb—has agreed to buy almost all of the company’s assets.

The Plan:

• Sell Everything: The company is selling its entire real estate portfolio and business interests to the management-led group.
• Pay Debts: The $7 million purchase price and other sales will pay off mortgages and operating costs.
• Return Cash: After paying all debts and closing costs, the company will distribute the remaining cash to stockholders as a liquidating dividend.
• The "Shell": Once the assets are sold, the public company will likely undergo a "reverse merger." It will become a shell company for a new, unrelated business.

3. Recent Wins and Financial Moves

As the company prepares to close, it is cleaning up its books:

• Big Property Sale: The company agreed to sell three Arizona properties for $9 million. This includes $4 million in cash at closing and a $5 million loan provided by the company to the buyer, creating steady cash flow.
• Collecting Past Due Rent: In March 2026, the company collected $1.36 million in unpaid rent. This cash helped stabilize the balance sheet for the final wind-down.
• Stable Tenants: All properties are currently occupied. These long-term leases keep the assets generating income for the buying group during the transition.

4. Financial Health

The company is now in "liquidation mode." We no longer measure success by growth, but by the "Net Liquidation Value." The management buyout price is $7 million, though this may change based on working capital and specific asset sales. View the current cash as a pool meant for paying debts and eventual payouts to shareholders, not for reinvestment.

5. Key Risks

• The Buyout Deal: The deal depends on shareholder approval and the buyers securing financing. If these fail, the company has no backup plan, which could lead to a costly bankruptcy.
• The "As-Is" Sale: The company is selling assets "as-is." This means there are no warranties on the buildings. If hidden defects appear, the company has no recourse, which could lower the final payout to shareholders.
• Regulatory Hurdles: The business is tied to the cannabis industry. If local or state rules become stricter, property values could drop, leaving less cash for shareholders.

Final Thought for Investors: Because Zoned Properties is moving toward a liquidation, this is no longer a traditional growth investment. Your focus should be on the timeline of the asset sales and the estimated final payout per share. Keep a close eye on upcoming shareholder votes and official filings regarding the closing date, as these will determine when—and how much—cash is returned to you.