8-K
Educational Development Corp (EDUC)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): March
24, 2025 (March 21, 2025)
EDUCATIONAL
DEVELOPMENT CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-04957 | 73-0750007 |
|---|---|---|
| (State or Other Jurisdiction <br><br>of Incorporation) | (Commission File Number) | (I.R.S Employer<br><br> Identification No.) |
5402 S 122nd E Avenue, Tulsa, Oklahoma 74146
(Address of principal executive offices and ZipCode)
(918) 622-4522
(Registrant’s telephone number, includingarea code)
(Former name or former address, if changed sincelast 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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 ENTRYINTO A MATERIAL DEFINITIVE AGREEMENT
On March 21, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) (NASDAQ: EDUC) (http://www.edcpub.com) executed a new brokerage agreement (“Agreement”) with Keen-Summit Capital Partners, LLC (“Keen Summit”) to assist with the marketing and sale of the Company’s headquarters and distribution warehouse located at 5400-5402 South 122^nd^ East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”). The Agreement offers Keen-Summit the opportunity to list and provide sale opportunities of the Hilti Complex for a term of nine months, along with providing other services customary with brokerage agreements. The Agreement includes the engagement of McGraw Davisson Stewart, LLC (“McGraw”) to provide local services as a licensed broker in the state of Oklahoma.
ITEM 9.01 FINANCIALSTATEMENTS AND EXHIBITS
(d) EXHIBITS
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated March 24, 2025 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 10.01) |
1
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: | March 24, 2025 |
2
Exhibit 99.1
EDUCATIONAL DEVELOPMENT CORPORATION ANNOUNCES NEW BROKERAGE AGREEMENT WITH KEEN-SUMMIT TO MARKET THE SALE OF THE HILTI COMPLEX
On March 21, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) (NASDAQ: EDUC) (http://www.edcpub.com) executed a new brokerage agreement (“Agreement”) with Keen-Summit Capital Partners, LLC (“Keen-Summit”) for the marketing and brokerage services associated with the Company’s headquarters and distribution warehouse located at 5400-5402 South 122^nd^ East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”). The Agreement offers Keen-Summit the opportunity to market the Hilti Complex for sale for nine months.
Per Craig White, Chief Executive Officer and President “Although this process has taken longer than we had expected we continue to work closely with our bank and our bank appointed financial advisor to execute the planned sale of the Hilti Complex. We have continued to evaluate previously announced offers as well as new purchase offers received through our local listing broker, McGraw Davisson Stewart, LLC (“McGraw”). We are grateful for our bank partners dedication to working with us and the patience they have demonstrated to allow us to find the right buyer.”
“During recent reviews and collaboration, we have determined that the best direction to maximize the value of the Hilti Complex for our shareholders is to engage Keen-Summit, a nationally recognized broker that has a much broader network of clients and potential buyers. Keen-Summit has a successful track record of maximizing the value of large real estate properties, like the Hilti Complex and we expect to be able to complete the listing and sale within the calendar year. We will also continue to use McGraw to provide local services, and they will be working hand-in-hand with Keen-Summit through this process.”
The Hilti Complex consists of multiple buildings totaling 402,000 square feet of rentable office and warehouse space on 35-acres. The Hilti Complex is occupied by the Company and two additional tenants with multi-year leases; Hilti, a world-wide tool manufacturer, and Crusoe, which offers Cloud, Artificial Intelligence Data Center Design, and Digital Renewable Optimization services. The Company expects to execute a new multiyear lease agreement for the space it occupies when it sells 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.
About Keen-Summit Capital Partners (LLC)
Keen-Summit is a nationally recognized real estate broker offering additional services in lease restructuring and investment banking. For over 40 years, Keen Summit has helped thousands of companies, their sponsors and lenders sell and maximize the value of real estate across North America and beyond. Keen-Summit is based in Melville, New York.
Contact:
Educational Development Corporation
Craig White, (918) 622-4522
Investor Relations:
Three Part Advisors, LLC
Steven Hooser (214) 872-2710