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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): June 3, 2024 (May 31, 2024)

 

Trinity Place Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-08546   22-2465228

(State or other jurisdiction
of incorporation)

   (Commission
File Number)		   (IRS Employer
Identification No.)

 

340 Madison Avenue, New York, New York 10173

(Address of principal executive offices) (Zip Code)

 

(212) 235-2190

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

¨ 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 or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol		   Name of each exchange on which
registered
Common Stock $0.01 Par Value Per Share   TPHS   NYSE American

 

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 Definitive Agreement.

 

As previously disclosed, on March 27, 2024, Trinity Place Holdings Inc. (the “Company”), TPHS Lender LLC (the “Company Investor”) and TPHS Investor LLC (the “JV Investor”, and together with the Company Investor, the “Investor”) entered into a letter agreement (the “Letter Agreement”) pursuant to which the parties agreed to extend the date by which the Company must complete the delisting of its publicly traded common stock from the NYSE American in accordance with the terms and conditions of the Stock Purchase Agreement, dated as of January 5, 2024, between the Company and the Investor (the “Delisting”), as further extended by the parties on April 12, 2024, such that the Company was required to complete the Delisting not later than June 28, 2024, unless otherwise agreed by the parties. On May 31, 2024, the Investor and the Company agreed to further extend the date by which the Company must complete the Delisting to August 1, 2024, unless otherwise agreed by the parties (the “Extension Agreement”).

 

The foregoing description of the Extension Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Extension Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1Extension Agreement, dated as of May 31, 2024
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TRINITY PLACE HOLDINGS INC.
   
Date: June 3, 2024 /s/ Steven Kahn
  Steven Kahn
  Chief Financial Officer

 

 

Exhibit 10.1

 

Extension Agreement by email delivered May 31, 2024, reading:

 

Reference is made to that certain Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “SPA”), by and between Trinity Place Holdings Inc., a Delaware corporation (the “Company”), TPHS Lender LLC, a Delaware limited liability company (the “Company Investor”) and TPHS Investor LLC, a Delaware limited liability company (the “JV Investor”, and together with the Company Investor, the “Investor”), and the Letter Agreement, dated as of March 27, 2024, between the Company and the Investor (the “Letter Agreement”), as amended by the extension agreement by e-mail between the parties on April 12, 2024.

 

The Investor and the Company hereby agree that the date by which the Company must complete the Delisting (as defined in the SPA) as provided in Section 6(f) of the SPA and as extended pursuant to the Letter Agreement is hereby further extended, such that the Company shall now be required to complete the Delisting process not later than August 1, 2024, which the Investor may agree, in its sole discretion, to further extend.

 

 

 

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Entity File Number 001-08546
Entity Registrant Name Trinity Place Holdings Inc.
Entity Central Index Key 0000724742
Entity Tax Identification Number 22-2465228
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 340 Madison Avenue
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10173
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Title of 12(b) Security Common Stock $0.01 Par Value Per Share
Trading Symbol TPHS
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