The transaction includes a $3.35 million secured promissory note, a valuation that exceeds an independent assessment of the business. Beyond the principal, Zone stands to gain up to $2.25 million in contingent earnout payments tied to Sanzonate’s future equity financing rounds, alongside a 5% equity stake in the new ownership group. By shedding these assets, the company aims to halt the operational losses that recently prompted auditors to express doubt regarding its ability to continue as a going concern.
Management is now concentrating resources on its data center pipeline, including a project in Minnesota anchored by a contract with Cerebras Systems and a large-scale development in Texas. While the legacy business required significant oversight, its removal eliminates a primary source of the company's fiscal instability. The board approved the sale following a fairness opinion from Newbridge Securities, with Clayton Adams recusing himself from all related deliberations to ensure an arm's length agreement.




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