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): ~~May~~June 23, 2024 (~~April~~May 2631, 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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

OnAs previously ~~April~~disclosed, 26on March 27, 2024, Trinity Place Holdings Inc. (the “Company”) ~~and Matthew Messinger~~, TPHS ~~the~~Lender ~~chief~~LLC ~~executive officer of the Company, entered into an amendment~~ (the “~~Amendment~~Company Investor”) to ~~Mr.~~and ~~Messinger’s~~TPHS ~~employment~~Investor ~~agreement,~~LLC ~~dated as of October 1, 2013, as amended by~~ (the ~~Amendment to Employment Agreement, dated~~“JV ~~as of September 11~~Investor”, ~~2015~~and (together, ~~the~~with ~~“Employment Agreement”) and~~ the Company’s ~~joint venture~~Investor, ~~TPHGreenwich~~the ~~Holdings LLC (~~“~~TPHGreenwich~~Investor”)~~, and Mr. Messinger~~ entered into a ~~consulting~~letter agreement (the “~~Consulting~~Letter Agreement”). ~~Under the~~pursuant ~~Amendment, the Company agreed~~ to ~~make~~which the ~~following~~parties ~~payments~~agreed to ~~Mr.~~extend ~~Messinger in exchange for Mr. Messinger’s agreement to continue~~the ~~his~~date ~~employment~~by aswhich ~~chief~~the ~~executive~~Company ~~officer~~must ofcomplete the ~~Company~~delisting ~~until~~of ~~July~~its ~~31,~~publicly ~~2024,~~traded ~~unless~~common ~~extended~~stock byfrom the ~~parties~~NYSE ~~(the~~American ~~“Termination~~in ~~Date”), and~~accordance ~~that~~with ~~he will no longer have~~ the terms ~~right~~and toconditions ~~terminate~~of the ~~Employment~~Stock Purchase Agreement, ~~with~~dated ~~Good~~as ~~Reason:~~of ~~(i)~~January ~~$300~~5,~~000~~ ~~within~~2024, ~~seven~~between ~~days~~the ~~of execution~~Company ofand the ~~Amendment,~~Investor (~~ii)~~the ~~$300~~“Delisting”),~~000~~ onas ~~August~~further 1,extended ~~2024~~by ~~and~~the ~~(iii)~~parties ~~$300,000~~ on ~~November~~April 112, 2024~~. In addition~~, onsuch that the ~~Termination~~Company was ~~Date,~~required ~~Mr.~~to ~~Messinger’s unvested~~complete ~~restricted~~the ~~stock~~Delisting ~~unit~~not ~~grants~~later ~~shall~~than ~~vest~~June 28, ~~and~~2024, ~~following~~unless ~~the~~otherwise ~~Termination~~agreed ~~Date,~~by the ~~Company~~parties. ~~will~~On ~~reimburse~~May ~~Mr.~~31, ~~Messinger~~2024, ~~for~~the ~~COBRA~~Investor ~~continuation~~and ~~coverage~~the ~~for~~Company aagreed ~~period~~to offurther 18extend ~~months.~~the ~~These~~date ~~payments,~~by aswhich ~~well as~~ the ~~payments~~Company ~~under~~must complete the ~~Consulting~~Delisting ~~Agreement, will constitute full settlement with regards~~ to ~~any~~August ~~severance~~1, ~~payable~~2024, tounless ~~Mr.~~otherwise agreed ~~Messinger~~by ~~under~~the parties (the ~~Employment~~“Extension Agreement”).

~~Under~~The foregoing ~~the~~description ~~terms~~ of the ~~Amendment,~~Extension ~~for~~Agreement sois ~~long~~only ~~as Mr.~~a ~~Messinger~~summary, isdoes not inpurport ~~breach~~to ofbe ~~the~~complete ~~Amendment~~and oris ~~the~~qualified ~~Consulting~~in ~~Agreement,~~its toentirety ~~the~~by reference ~~extent~~to ~~that a seat on~~ the ~~Company’s~~full ~~board~~text of ~~directors~~ isthe ~~then~~Extension ~~available~~Agreement, ~~until~~which ~~June~~is ~~30,~~filed ~~2026, TPHS Lender LLC, a Delaware limited liability company will exercise its vote~~ as ~~shareholder in~~Exhibit ~~favor of electing Mr~~10.1 ~~Messinger~~hereto toand ~~the~~incorporated ~~Company’s~~herein ~~board~~by ~~of directors, in addition to its existing board appointment rights~~reference.

~~Upon the Termination Date, the Consulting Agreement~~Item ~~will automatically become effective, unless the Employment Agreement is otherwise terminated in accordance with its terms~~9. ~~Under the Consulting Agreement, Mr~~01. ~~Messinger~~Financial ~~has~~Statements agreed to provide certain consulting services as an independent contractor to TPHGreenwich related to the properties owned by TPHGreenwich, in exchange for certain consulting payments as follows: upon the earlier to occur of June 1, 2026 and ~~(i)~~ the sale of the Company’s Paramus property, $200,000, (ii) the sale of the property at 237 11th Street, Brooklyn, New York (the “237 11th Property”), $800,000, (iii) the receipt of the final certificate of occupancy at the 42 Trinity Place Condominium located at 77 Greenwich Street, New York, New York (the “77G Property”), $150,000, (iv) the receipt of the agreement by the builder to complete the façade remediation at the 77G Property, $150,000, (v) final completion of the façade remediation at the 77G Property, $200,000 and (vi) final resolution of the litigation related to the 237 11th Property (the “237 11th Litigation”), $400,000Exhibits. The timing of the payments is conditioned on the existence of Available Cash (as defined in TPHGreenwich’s operating agreement) sufficient to make such payments; provided that TPHGreenwich must create a special reserve for payment of such amounts using the portion of the proceeds of the sale of the 237 11th Property or 237 11th Litigation distributed to TPHGreenwich by its subsidiaries which constitutes Available Cash. The Consulting Agreement will remain in effect until June 1, 2026, unless sooner terminated in accordance with its terms.

~~In addition, on April 26, 2024, Alan Cohen tendered~~(d) his resignation from the board of directors of the Company, effective immediately. There are no disagreements between Mr. Cohen and the Company relating to the Company’s operations, policies or practices that resulted in Mr. Cohen’s decision to resign.Exhibits

SIGNATURES

10.1	Extension Agreement, dated as of May 31, 2024

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~SIGNATURES

	TRINITY PLACE HOLDINGS INC.
Date: May 2, 2024	/s/ Steven Kahn
	Steven Kahn
	Chief Financial Officer

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

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