エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2025 (October 1, 2025)
EDUCATIONAL DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-04957 | 73-0750007 | ||
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S
Employer Identification No.) |
5402 S 122nd E Avenue, Tulsa, Oklahoma 74146
(Address of principal executive offices and Zip Code)
(918) 622-4522
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $.20 par value | EDUC | NASDAQ | ||
| (Title of class) | (Trading symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 ENTRY INTO A MATERIAL AGREEMENT
On August 18, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) executed a Commercial Real Estate Sale Contract (“Contract”) with a Buyer for the Company’s headquarters and distribution warehouse located at 5400-5402 South 122nd East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”). The Company did not disclose the name of the buyer at that time as there was an initial 45-day due diligence period where the buyer, at their option, could terminate the agreement.
On October 1, 2025, the Company and 10Mark 10K Industrial, LLC, a Delaware limited liability company (“Buyer”) executed the 1st Amendment to the Contract extending the term of the initial 45-day due diligence period from October 2, 2025 to October 6, 2025 and reduced the purchase price of the Hilti Complex to $32,200,000.
October 6, 2025, the Company received the Buyer’s Notice to proceed pursuant to the Purchase Agreement. This notice to proceed, subject to certain conditions, waives the Buyer’s right to the escrow in the Agreement. The purchase is expected to be completed in the next 45 days as outlined in the original Contract.
The foregoing descriptions are a summary of the material terms of the Contract and are not complete. These descriptions are qualified in all respects subject to the actual provisions of the sale Contract and Lease with the Buyer.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | EXHIBITS |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated October 6, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Educational Development Corporation | ||
| By: | /s/ Craig M. White | |
| Craig M. White | ||
| President and Chief Executive Officer | ||
| Date: | October 6, 2025 | |
Exhibit 99.1
EDUCATIONAL DEVELOPMENT CORPORATION ANNOUNCES
1st AMENDMENT TO REAL ESTATE CONTRACT AND
RECEIPT OF BUYERS INTENT TO PROCEED WITH PURCHASE OF REAL ESTATE
TULSA, OK, October 6, 2025 Educational Development Corporation (“EDC”, the “Company” or “Seller”) (NASDAQ: EDUC) (http://www.edcpub.com) announced that on On October 1, 2025, the Company and 10Mark 10K Industrial, LLC, a Delaware limited liability company (“Buyer”) executed the 1st Amendment to the Commercial Real Estate Contract (“Contract”) for the Hilti complex, (the “Complex”) extending the term of the initial 45 day due diligence period from October 2, 2025 to October 6, 2025 and reduced the purchase price of the Hilti Complex to $32,200,000.
October 6, 2025, the Company received the Buyer’s Notice to Proceed pursuant to the Contract. This notice to proceed, subject to certain conditions, waives the Buyer’s right to the escrow outlined in the Contract.
Per Craig White, President and Chief Executive Officer of Educational Development Corporation, “Over the last several weeks we have been working with the buyer to resolve certain issues associated with the sale of the Hilti Complex. Today, I am pleased to announce that we have received notice from the buyer of their intention to close on the transaction. The proceeds from the sale will be used to pay back our outstanding balances owed with our bank. The closing of the transaction is expected to occur within the remaining 45 days period outlined in the original Contract.”
“Selling the Hilti Complex and reducing our borrowings is in the best interest of our shareholders, and we expect to have limited working capital borrowings going forward. The interest saved on the reduced borrowings will exceed our monthly rental payments and we will no longer have monthly mortgage payments, providing an immediate improvement to our monthly cashflows. We also expect our cashflow from operations to be very strong in the upcoming years as we convert our excess inventory into cash.”
The Complex consists of multiple buildings totaling 402,000 square feet of rentable office and warehouse space on 37-acres. Approximately 183,800 square feet of the Hilti Complex is occupied by Hilti under a 15-year lease. In addition, approximately 110,000 square feet of the Hilti Complex is occupied by Crusoe Energy under a 10-year lease. At closing, EDC will assign the existing third-party tenant leases to the Buyer and will execute a separate Triple-Net Lease (the “Lease”) for its occupied space in the Hilti Complex.
About Educational Development Corporation (EDC)
EDC began as a publishing company specializing in books for children. EDC is the owner and exclusive publisher of Kane Miller Books (“Kane Miller”); Learning Wrap-Ups, maker of educational manipulatives; and SmartLab Toys, maker of STEAM-based toys and games. EDC is also the exclusive United States MLM distributor of Usborne Publishing Limited (“Usborne”) children’s books. EDC-owned products are sold via 4,000 retail outlets and EDC and Usborne products are offered by independent brand partners who hold book showings through social media, book fairs with schools and public libraries, in individual homes, as well as other in-person events and internet sales.
Contact:
Educational Development Corporation
Craig White, (918) 622-4522