Zoned Properties, a real estate company focused on the regulated cannabis industry, reported a net loss of $2,854,415 for the year ended December 31, 2025, a significant decline from a net income of $573,958 in 2024. The company recorded substantial impairment losses totaling $3,118,716 in 2025, primarily due to a vehicle crash and demolition of its Chicago property ($1,018,716) and a write-down of its Michigan Woodward Property ($2,100,000) due to tenant defaults and sale negotiations. A Management Buyout (MBO) Asset Purchase Agreement was entered into on January 15, 2026, to sell substantially all of the company's assets to a buyer owned by current management for a base price of $7,000,000, subject to adjustments. The MBO is contingent on stockholder approval (including a majority of minority uninterested shareholders), buyer financing, and regulatory approvals, with an expected closing by the end of 2026. Post-MBO, the company expects to pay off debt, liquidate preferred shares, distribute net cash to stockholders via a special dividend, and then complete a reverse merger or other transaction as a public shell company. The company's financial statements include a 'going concern' warning due to the net loss, the MBO, and the potential for minimal operations post-sale. Total revenues increased by 9.2% to $4,140,458 in 2025, driven by growth in both property investment portfolio (6.8%) and real estate services (16.6%) segments. Operating expenses surged by 45.9% to $6,026,000 in 2025, largely due to the impairment losses. Cash provided by operations increased by 35.2% to $781,476 in 2025, despite the net loss. The cannabis industry is undergoing significant regulatory changes, including the reclassification of cannabis to Schedule III (expected mid-to-late 2026) and new strict THC limits on hemp products (effective November 12, 2026). Internal controls over financial reporting were deemed 'not effective' as of December 31, 2025, due to a lack of comprehensive entity-level controls, inadequate system/manual controls, and insufficient segregation of duties. Preferred stockholders, Greg Johnston and Alex McLaren, collectively hold majority voting power (45.3% and 45.8% respectively) due to 50 votes per preferred share, giving them control over stockholder matters. Executive officers Bryan McLaren and Berekk Blackwell received salary increases and restricted stock grants effective January 28, 2026, while unvested stock options for management and board members were canceled on January 19, 2026.