---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-002988"
form_type: "8-K"
ticker: "TPHS"
cik: "0000724742"
company_name: "Trinity Place Holdings Inc."
filed_at: "2024-01-10T23:59:59+00:00"
generated_at: "2026-06-07T01:08:41.239461+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Trinity Place Holdings to issue 25.1M shares at $0.30; plans delisting from NYSE American

## Summary
- Investor to acquire 25,112,245 shares of common stock at $0.30 per share; total proceeds ~$7.53M.
- Funds placed in reserve account controlled by investor; used to pay ~$2.9M transaction expenses and operating costs.
- Company will contribute real estate assets to a JV; investor gets 5% interest and management control; annual management fee $400K or 1.25% of debt.
- Company will pursue delisting from NYSE American within 45 days post-closing and deregistration within 135 days.
- Closing conditions include stockholder approval, loan modifications, and outside date of January 31, 2024.

## SEC filing metadata
- accession: 0001104659-24-002988
- form_type: 8-K
- ticker: TPHS
- cik: 0000724742
- company_name: Trinity Place Holdings Inc.
- filed_at: 2024-01-10T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 3.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/724742/000110465924002988/0001104659-24-002988-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/724742/000110465924002988/tm242386d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-002988
- JSON: https://secwatch.observer/filing/0001104659-24-002988.json
- Plain text: https://secwatch.observer/filing/0001104659-24-002988.txt

## Key facts
- Listing & Compliance Notices
  Trinity Place Holdings Inc. received a nyse_american deficiency notice notice regarding minimum bid price (rules 1003(f)(v)).
  - Exchange: nyse american
  - Notice: deficiency notice
  - Deficiency: minimum bid price
  - Rules: 1003(f)(v)
  source text: January 4, 2024, the Company received a deficiency letter (the “ January Deficiency Letter ”) from the NYSE American advising the Company that the NYSE American had determined that the Company’s securities had been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Guide, the Company’s continued listing is predicated on it effecting a reverse stock split of its shares of Common Stock or otherwise demonstrating sustained price improvement by no later than July 4, 2024. The January Deficiency Letter states that, as a result of the forego
  evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924002988/0001104659-24-002988-index.htm
- Listing & Compliance Notices
  Trinity Place Holdings Inc. received a nyse_american deficiency notice notice regarding stockholders equity (rules 1003(a)(i), 1003(a)(ii)).
  - Exchange: nyse american
  - Notice: deficiency notice
  - Deficiency: stockholders equity
  - Rules: 1003(a)(i), 1003(a)(ii)
  source text: November 29, 2023, the Company received a deficiency letter (the “ November Deficiency Letter ”, and together with the January Deficiency Letter, the “ Deficiency Letters ”) from the NYSE American advising the Company that it was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the Guide. In order to maintain the Company’s listing on the NYSE American, the NYSE American requested in the November Deficiency Letter that the Company submit a plan of compliance (the “ Plan ”) by December 29, 2023 advising of actions it has taken or w
  evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924002988/0001104659-24-002988-index.htm
- Material Agreements
  Trinity Place Holdings Inc. entered into Stock Purchase Agreement with TPHS Lender LLC and TPHS Investor LLC valued at $0.30 per share (effective 2024-01-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: TPHS Lender LLC and TPHS Investor LLC
  - Value: $0.30 per share
  - Effective: 2024-01-05
  source text: Trinity Place Holdings Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Stock Purchase Agreement ”), dated as of January 5, 2024 (the “ Effective Date ”), with TPHS Lender LLC, the lender under the Company’s corporate credit facility (the “ Company Investor ”) and TPHS Investor LLC, an affiliate of Company Investor (the “ JV Investor ”, and together with the Company Investor, the “ Investor ”), pursuant to which the Company Investor will acquire 25,112,245 shares of common stock, par value $0.01 per share (the “ Common Stock ”) of the Company (the “ Investor Shares ”) in accordance with the terms and conditions of the Stock Purchase Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/724742/000110465924002988/0001104659-24-002988-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.