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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
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 |
|
