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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): July 31, 2025 (July 28, 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
1.02 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
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) |
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
