EDUC 8-K
Educational Development Corp (EDUC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2025 (
(Exact name of registrant as specified in its charter)
| (State
or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S
Employer Identification No.) |
(Address of principal executive offices and Zip Code)
(
(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):
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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).
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ITEM 1.02 TERMINATION OF A MATERIAL AGREEMENT
On July 28, 2025, Educational Development Corporation (“EDC”, the “Company” or “Seller”) received notice from TG OTC, LLC (“Buyer”) that they terminated the original purchase agreement dated May 14, 2025.
The foregoing descriptions are a summary of the material terms of the Contract and are not complete. These descriptions are qualified in all respects.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (d) | EXHIBITS |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated July 31, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: July 31, 2025
2
Exhibit 99.1
EDUCATIONAL DEVELOPMENT CORPORATION
ANNOUNCES TERMINATION OF SALE AND LEASEBACK OF HILTI COMPLEX WITH TG OTC, LLC
TULSA, OK, July 31, 2025 Educational Development Corporation (“EDC”, the “Company” or “Seller”) (NASDAQ: EDUC) (http://www.edcpub.com) today announced that on July 28, 2025, the Company received notice from TG OTC, LLC (“Purchaser” or “Buyer”) that they exercised their right to terminate the Purchase and Sale agreement, to purchase the Company’s headquarters and distribution warehouse located at 5400-5402 South 122nd East Avenue, Tulsa, Oklahoma 74146 (the “Hilti Complex”). The original purchase agreement was executed on May 14, 2025.
Per Craig White, President and Chief Executive Officer, “We recently received notification from TG OTC, LLC that they exercised their right to terminate the agreement at the end of the due diligence period. We continue to work diligently with our brokers, bank advisor, and bank to evaluate other offers received during the initial marketing period and new potential offers. We are also evaluating other financing options. Keep in mind that when we first listed the Hilti Complex for sale we owed approximately $28.9 million on the complex. Since then, we have paid down our debts owned on the complex by $2.8 million and currently owe $26.1 million, further improving our balance sheet and the net value of the 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