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 314, 2024 (~~May~~June 3111, 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 15.~~01.~~02 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsIn accordance with the terms ~~previously~~and ~~disclosed~~conditions of the Stock Purchase Agreement, ondated ~~March~~as 27of January 5, 2024, by and between 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~~as aamended ~~letter~~on ~~agreement~~January ~~(the~~30, ~~“Letter~~2024, ~~Agreement”) pursuant to which~~ the ~~parties~~Investor ~~agreed~~selected toDaniel ~~extend~~C. ~~the date~~Bartok byas ~~which the Company must complete the delisting~~ one of its ~~publicly~~director ~~traded~~designees, ~~common~~and ~~stock~~on ~~from~~June ~~the~~11, ~~NYSE~~2024, ~~American~~upon ~~in accordance with~~ the ~~terms~~ ~~and~~recommendation ~~conditions~~ of the ~~Stock~~Nominating ~~Purchase~~and ~~Agreement,~~Corporate ~~dated~~Governance ~~as of January 5~~Committee, ~~2024, between~~ the ~~Company~~board ~~and~~of ~~the~~directors ~~Investor~~of (the ~~“Delisting”),~~Company aselected ~~further~~Mr. ~~extended~~Bartok as bya ~~the~~director. ~~parties~~Mr. onBartok was ~~April~~appointed ~~12,~~as ~~2024,~~a ~~such~~member ~~that~~of the ~~Company~~Compensation Committee ~~was~~and ~~required~~Nominating toand ~~complete~~Corporate ~~the~~Governance ~~Delisting~~Committee ~~not~~of ~~later~~the ~~than~~board ~~June~~of ~~28,~~directors. ~~2024,~~Mr. ~~unless~~Bartok ~~otherwise~~is ~~agreed~~currently byengaged ~~the~~as ~~parties.~~an Onindependent ~~May 31, 2024, the Investor~~consultant ~~and~~to ~~the~~Davidson ~~Company~~Kempner ~~agreed~~Hawthorne toPartners ~~further~~LLC, ~~extend~~which ~~the~~is ~~date~~an byaffiliate ~~which~~of the ~~Company~~Investor. ~~must~~Mr. ~~complete~~Bartok ~~the~~will be ~~Delisting~~compensated toin ~~August~~accordance 1,with ~~2024,~~the ~~unless~~Company’s ~~otherwise agreed~~standard bycompensation ~~the~~policies ~~parties~~and ~~(the~~practices ~~“Extension~~for ~~Agreement”)~~non-employee directors.

~~The~~In ~~foregoing~~addition, ~~description~~on ofJune ~~the~~11, ~~Extension~~2024, ~~Agreement~~Patrick isJ. ~~only a summary~~Bartels, ~~does~~Jr. ~~not~~tendered ~~purport~~his toresignation befrom ~~complete~~the ~~and~~board isof ~~qualified~~directors inof ~~its~~the ~~entirety~~Company, byeffective immediately. ~~reference~~There toare no disagreements between Mr. Bartels and the ~~full~~Company ~~text~~relating ofto the ~~Extension~~Company’s ~~Agreement~~operations, ~~which~~policies isor ~~filed~~practices asthat resulted ~~Exhibit~~in 10Mr.1 ~~hereto~~Bartels’ ~~and~~decision ~~incorporated~~to ~~herein by reference~~resign.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURES

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

10.1	Extension Agreement, dated as of May 31, 2024
	TRINITY PLACE HOLDINGS INC.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
Date: June 14, 2024	/s/ Steven Kahn
	Steven Kahn
	Chief Financial Officer

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

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