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Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K, including information included or incorporated by reference in this Annual Report on or any supplement to this Annual Report, may include forward-looking statements within the meaningTable of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and information relating to us that are based on the beliefs of management as well as assumptions made by and information currently available to management. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” believes,” “plans,” “estimates,” “potential,” or “continue,” or the negative thereof or other and similar expressions. In addition, in some cases, you can identify forward-looking statements by words or phrases such as “trend,” “potential,” “opportunity,” “believe,” “comfortable,” “expect,” “anticipate,” “current,” “intention,” “estimate,” “position,” “assume,” “outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,” “achieve,” and similar expressions. Such statements reflect our current views with respect to future events, the outcome of which is subject to certain risks, including among others:Contents

In evaluating such statements, you should specifically consider the risks identified under the section entitled “Risk Factors” in this Annual Report on Form 10-K, any of which could cause actual results to differ materially from the anticipated results. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those contemplated by any forward looking statements. Subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere described in this Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission (the “SEC”). All forward-looking statements speak only as of the date of this Annual Report on Form 10-K or, in the case of any documents incorporated by reference in this Annual Report on Form 10-K, the date of such document, in each case based on information available to us as of such date, and we assume no obligation to update any forward-looking statements, except as required by law.

PART I

Overview

Trinity Place Holdings Inc. (“Trinity,, which we refer to in this Annual Report on Form 10-K as “Trinity,” “we”, “our”,“we,” “our,” or “us”) , is a real estate holding, investment, development and asset management company. Our business is primarily to acquire, invest in, own, manage, develop or redevelop and sellOn February 14, 2024, the Company’s real estate assets and/and related liabilities were contributed to TPHGreenwich Holdings LLC (“TPHGreenwich”), which is owned 95% by the Company, with an affiliate of the lender under the Company’s corporate credit facility (the “Corporate Credit Facility” or “CCF”) owning a 5% interest in, and acting as manager of, such entity.  These real estate related securities. Our largest asset is currently aassets include (i) the property located at 77 Greenwich Street in Lower Manhattan. Manhattan (“77 Greenwich was a vacant building that was demolished andGreenwich”), which is under developmentsubstantially complete as a mixed-use project consisting of a 90-unit residential condominium tower, that also includes plans for retail space and a New York City elementary school. We also ownschool, (ii) a retail strip center105-unit, 12-story multi-family property located at 237 11^th Street in West Palm Beach, Florida,Brooklyn, New York (“237 11^th”), and (iii) a property formerly occupied by a retail tenanttenants in Paramus, New Jersey and, through a joint venture, a 50% interest in a newly constructed 95-unit multi-family property, known as The Berkley, located in Brooklyn, New York (see(the “Paramus Property”).  See Item 2. Properties below for a more detailed description of our properties). We are also under contract to purchase a newly built 105-unit, 12 story apartment building located at 237 11^th Street for $81.0 million, which we expect to close in the spring of 2018 (seeTransactions, Development and Other Activities During 2017 - Acquisitionsand Divestitures below for more details). We continue to evaluate new investment opportunities.

these properties. We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms Corp. (“Syms”), including our on-line marketplace at FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. WeIn addition, we also had approximately $231.0$316.6 million of federal NOLsnet operating loss carryforwards (“NOLs”) at December 31, 2017.2023, as well as approximately $318.3 million of various state and local NOLs, which can be used to reduce our future taxable income and capital gains.

Recapitalization Transactions

On February 14, 2024, we consummated the transactions contemplated by the Stock Purchase Agreement, dated as of January 5, 2024 (as amended, the “Stock Purchase Agreement”), between the Company, TPHS Lender LLC, the lender under the Company’s Corporate Credit Facility (the “Company Investor”) and TPHS Investor LLC, an affiliate of the Company Investor (the “JV Investor”, and together with the Company Investor, the “Investor”), pursuant to which (i) the Company Investor purchased 25,112,245 shares of common stock, par value $0.01 per share of the Company (the “Investor Shares”) for a purchase price of $0.30 per share, (ii) the Company and the JV Investor entered into an amended and restated limited liability company operating agreement of TPHGreenwich (the “JV Operating Agreement”), pursuant to which the JV Investor was appointed the initial manager of, and acquired a five percent (5%) interest in, TPHGreenwich, as described in more detail below, and which JV continues to own, indirectly, all of the real property assets and liabilities of the Company, and (iii) TPHGreenwich entered into an asset management agreement (the “Asset Management Agreement”) with a newly formed subsidiary of the Company (the “TPH Manager”), pursuant to which TPHGreenwich hired the TPH Manager to act as initial asset manager for TPHGreenwich for an annual management fee, as described in more detail below (collectively, the “Recapitalization Transactions”).

Under the Recapitalization Transactions, the real estate assets and related liabilities as well as the Corporate Credit Facility became part of TPHGreenwich, with the Company retaining the substantial federal, state and local tax NOLs, intellectual property and a 95% equity interest in TPHGreenwich. In addition, the maturity date of each of the mortgage loan agreement (the “77G Mortgage Loan”) and mezzanine loan agreement (the “77G Mezzanine Loan”) for 77 Greenwich was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.

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We believe that the Recapitalization Transactions allow for an improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet. In addition, the parties agreed to certain provisions in the Stock Purchase Agreement to accommodate a new strategic partner that may invest in the Company.

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We believe that the closing of the Recapitalization Transactions has put the Company on a stronger financial footing. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.

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Joint Venture Agreement

BusinessAt the closing of the Recapitalization Transactions, the Company and Growth Strategiesthe JV Investor entered into the JV Operating Agreement, with the Company owning 95% of the ownership interests in TPHGreenwich and the JV Investor owning 5% of the ownership interests in TPHGreenwich. Distributions under the JV Operating Agreement first go to the Investor until the JV Investor has received its initial distribution amount in full (which initial distribution amount is the sum of (v) all amounts due under the CCF and 77G Mezzanine Loan, (w) all amounts due in connection with any additional JV debt financing provided by Investor or its affiliate, (x) Investor’s initial capital contribution, and (y) any additional capital contributions made by Investor), then distributed pro rata pursuant to the members’ respective percentage interests in TPHGreenwich. If TPH Manager is terminated for “Cause” under the Asset Management Agreement, as described below, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

Our primary business objective isJV Investor, in its capacity as manager of TPHGreenwich, will manage, control and conduct the affairs of TPHGreenwich, subject only to maximizecertain major decisions set forth in the risk adjusted return on investmentJV Operating Agreement. Major decisions are (1) entering into any transaction with or for the benefit of Investor or its affiliate, other than any transaction involving Investor or its affiliate providing debt and/or equity to the Company as set forth in our portfolio properties and new acquisitions and investments across all pointsthe JV Operating Agreement or any arms-length transaction, (2) any amendment or modification of the economic cycle. Our strategiesJV Operating Agreement or any operating agreement of a subsidiary company of TPHGreenwich, or any other agreement with the Company or a subsidiary company of TPHGreenwich if such amendment would materially adversely affect the rights or obligations of the Company in a manner that is disproportionate to achieve this objective include, among others, the following:JV Investor, (3) any tax or accounting matter decision relating to net operating losses that would be materially adverse to the Company but not the JV Investor, and (4) the admission of any other member to TPHGreenwich or its subsidiary except as permitted under the JV Operating Agreement.  

Under the JV Operating Agreement, the Company will retain control of the Paramus Property and will have the sole and exclusive right to manage and make decisions regarding the Paramus Property, subject to (i) the Company Investor’s right to approve any purchase and sale agreement for the Paramus Property that may be entered into in accordance with the terms and conditions of the Stock Purchase Agreement; (ii) the JV Investor’s right to approve any material modifications of such purchase and sale agreement for the Paramus Property, and (iii) the JV Investor’s right to approve any dissolution of the owner of the Paramus Property.

The Company’s liability under any cause of action arising from or in connection with the JV Operating Agreement is limited to its interest in TPHGreenwich, other than with respect to certain Company guaranty liabilities related to (a) any loss or expense incurred by the JV Investor under any non-recourse carveout guaranty or environmental indemnity to a third-party lender, or (b) indemnification and reimbursement from the Company if the JV Investor makes a payment to a third party lender pursuant to a guaranty (other than a non-recourse carve out guaranty or environmental indemnity), in each case, to the extent such loss, expense or payment was caused solely by, or required solely as a result of, the acts or omissions of the Company or the TPH Manager without the prior written consent of the JV Investor.

CompetitionAsset Management Agreement

At the closing of the Recapitalization Transactions, the TPH Manager entered into the Asset Management Agreement with TPHGreenwich. The Asset Management Agreement provides that the TPH Manager agrees to provide certain services in connection with the construction (with respect to 77 Greenwich), management, operation, supervision and maintenance of 77 Greenwich and 237 11^th. To compensate TPH Manager for such services, TPHGreenwich will pay an annual management fee to TPH Manager equal to the greater of (x) $400,000 or (y) 1.25% of (i) the outstanding principal balance of the CCF plus (ii) the outstanding principal balance of the 77G Mezzanine Loan, plus (iii) the principal balance of any future fundings of any type under the CCF and/or 77G Mezzanine Loan.

The Asset Management Agreement will continue until the earlier to occur of (a) both consummation of a sale, transfer, conveyance or other disposition of 77 Greenwich and 237 11^th and the final resolution of the 237 11^th litigation, or (b) the earlier termination of the Asset Management Agreement pursuant to its terms. TPHGreenwich has the right to terminate the Asset Management Agreement at any time with or without cause, provided that if the TPH Manager is terminated without cause prior to the 18-month anniversary of the Asset Management Agreement, the TPH Manager will be entitled

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to a termination payment equal to 75 days’ payment of the management fee, based on the average fee paid to the TPH Manager during the immediately prior 12 months. After the 18-month anniversary of the Asset Management Agreement, the TPH Manager will also have the right to terminate the Asset Management Agreement in its sole and absolute discretion, upon not less than 75 days’ prior written notice to TPHGreenwich.

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As described above, if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from TPHGreenwich will be forfeited and any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor. The term “Cause” means (a) the Company ceasing to be a member under the JV Operating Agreement, (b) TPH Manager transfers its rights or obligations under the Asset Management Agreement in violation of the terms therein, (c) TPH Manager files or consents to a petition in bankruptcy, (d) TPH Manager, any Key Manager Employee (defined below) or any affiliate is convicted of fraud or is determined by a court of competent jurisdiction pursuant to a final judgment to have committed an act of fraud, (e) any misappropriation, gross negligence or willful misconduct by TPH Manager, any Key Manager Employee or any affiliate of the foregoing (which is curable one time during the term of the Asset Management Agreement if committed by a non-senior level employee), (e) any of the Company, TPH Manager or any Key Manager Employee is convicted of a felony crime or crime of moral turpitude, (f) any representation or warranty made by TPH Manager under the Asset Management Agreement is untrue in any material respect and remains uncured after notice from TPHGreenwich, (g) a material breach by TPH Manager of the terms of the Asset Management Agreement (other than as set forth above in this definition) which breach has a material adverse effect on TPHGreenwich and remains uncured after notice from TPHGreenwich, or (h) the breach or failure to comply by TPHGreenwich or any subsidiary with any loan documents (other than, in the case of loan documents in which an affiliate of JV Investor is a lender, with respect to any key person provisions relating to Mr. Messinger, our chief executive officer, or a replacement) in the event such breach or failure is caused by the actions of TPH Manager, Key Manager Employee or any affiliate and continues after the giving of any required notice and the expiration of any applicable cure period under such loan documents, and which is not the subject of a forbearance or waiver from such lender. Under the Asset Management Agreement, “Key Manager Employee” means Mr. Messinger or a replacement officer or employee of TPH Manager with reasonably equivalent skills and abilities (as determined by the JV Investor on behalf of TPHGreenwich in its reasonable discretion). In the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich agrees its sole and exclusive remedy will be to terminate TPH Manager without cause on 30 days’ notice.

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Management’s Plans and Objectives

Following the Recapitalization Transactions, our primary business is owning over $600 million of federal, and various state and local NOLs and a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich and acting as asset manager for the properties owned by TPHGreenwich.  With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital.  The Company has engaged Houlihan Lokey and Ackman-Ziff to act as advisors (the “Advisors”) in connection with our strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the Company. There is no assurance that we will be successful in consummating any such strategic transaction on terms or a timeframe acceptable to us or at all. 

Competition

The markets in which ourthe properties owned through TPHGreenwich are located are inherently competitive. With respect to ourthe operating properties currently located in Paramus, New Jersey; West Palm Beach, Florida; our joint venture property located in Brooklyn, New York and with respect to any future real estate assets that we acquire or develop, we will beParamus, New Jersey, TPHGreenwich is competing for some of the same tenants, contractors lenders and potential purchasers or investors with respect to other properties within the same markets but owned by other investors.

lenders.  Competitive factors with respect to 77 Greenwich may have a more material effect on usTPHGreenwich as it is currently ourits most significant real estate asset. Various municipal entities are making and have indicated an intent to continue to make significant investments in the immediate vicinity of 77 Greenwich to support the growth of the downtown Manhattan neighborhood as a vibrant 24/7 community to work, visitlive and live.visit. Several privately funded commercial and residential developments have been or are being constructed or have been proposed and office buildings are being converted to residential use to take advantage of the increasing desirability of the

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neighborhood. The impact of these changing supply and demand characteristics is uncertain, and they could positively or negatively impact ourthe plan to maximize the value of 77 Greenwich.

In addition, we will face competition in identifying and completing new investment and acquisition opportunities, including from larger and more established real estate firms with greater capital resources and access to financing.

Regulatory Matters

Environmental Compliance

Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real-estatereal estate may be required to investigate and remediate hazardous or toxic substances at a property, and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator had knowledge of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner’s ability to sell or lease real estate or to borrow using the real estate as collateral.

Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopment projects that a potential purchaser would want to undertake with respect to any particular parcel of real estate we own. Such laws, ordinances and regulations also govern emissions from and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with the ownership and management of certain properties, we and/or TPHGreenwich could be held liable for the costs of remedial action with respect to these regulated substances or related claims.

Zoning and Planning

In connection with any development or redevelopment of ourthe properties, whether currently owned or acquired or invest in the future, weTPHGreenwich will be required to comply with applicable zoning, land-use, building, occupancy, and other laws and regulations. In many cases, we areTPHGreenwich is and will continue to be required to obtain governmental permits, site plan approvals and/or other authorizations, or seek variances, prior to proceeding with planned development acquisition or other activities.

Chapter 11 Cases and PlanThe Zoning Resolution of Reorganizationthe City of Syms Corp.

Trinity is the successor to Syms, which also owned Filene’s Basement. Syms and its subsidiaries filed for relief under the United States Bankruptcy Code in 2011. In September 2012, the Syms Plan of Reorganization (the “Plan”) becameNew York, effective and Syms and its subsidiaries consummated their reorganization under Chapter 11 through a series of transactions contemplated by the Plan and emerged from bankruptcy. As part of those transactions, reorganized Syms merged with and into Trinity, with Trinity as the surviving corporation and successor issuer pursuant to Rule 12g-3 under the Exchange Act.

On or about March 8, 2016, a General Unsecured Claim Satisfaction occurred under the Plan. On March 14, 2016, we made the final Majority Shareholder payment (as defined in the Plan) to the former Majority Shareholder in the amount of approximately $6.9 million. Together these satisfied our remaining payment and reserve obligations under the Plan.  In January 2017, we received approximately $1.0 million as part of a settlement concerning, among other things, funds that were being held as collateral by our pre-petition insurance carrier on account of escrows and draws on certain letters of credit. As of December 31, 2017,15, 1961, as amended (the “Zoning Resolution”), governs the amountuse and development of remaining multiemployer pension plan claims was $1.7 million (see Note 8 – Pension and Profit Sharing Plans toproperties in New York City.  Properties in New York City may be developed on an as-of-right basis, i.e. without any discretionary city approvals, unless the Consolidated Financial Statements). In addition, we had other pension liabilities of $2.5 million.

On January 18, 2018, Syms and certain of its subsidiaries (together, the “Reorganized Debtors”) filedproposed use or bulk does not comply with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) a motion (the “Motion”) for entry of a final decree (the “Final Decree”) (i) closing the chapter 11 cases of the Reorganized Debtors; (ii) terminating the services of the claims and noticing agent; and (iii) retaining the Bankruptcy Court’s jurisdiction as provided for in the Plan, including to enforce or interpret its own orders pertaining to the chapter 11 cases including, but not limited to, the Plan and Final Decree. On the same date, the Reorganized Debtors filed a Final Report in support of the Motion. On February 6, 2018, the Bankruptcy Court entered the Final Decree pursuant to which the chapter 11 cases of the Reorganized Debtors were closed.

The descriptions of certain transactions, payments and other matters contemplated by the Plan above and elsewhere in this Annual Report on Form 10-K are summaries only and do not purport to be complete and are qualified in all respects by the actualapplicable provisions of the PlanZoning Resolution.  Discretionary approvals may be requested from the New York City Planning Commission or the Board of Standards and related documents.Appeals.  Discretionary approvals are subject to hearing and public participation requirements and are also subject to environmental review pursuant to the State Environmental Quality Review Act, as implemented by the City Environmental Quality Review.

Intellectual Property Assets

Trademarks

VariousWe control a variety of intellectual property assets focused on the consumer sector, a legacy of our predecessor, Syms, including FilenesBasement.com, our rights to the Stanley Blacker® brand, as well as the intellectual property associated with the Running of the Brides® event and An Educated Consumer is Our Best Customer® slogan. In addition, various trademarks are controlled and/or owned by us, including “Filene’s Basement”®, “Stanley Blacker”®, “Running of the Brides”® and “An Educated Consumer is Our Best Customer,”® and have been registered with the United States Patent and Trademark Office.

Employees

Human Capital Resources

As of December 31, 2017,2023, we had ninea total of six employees, all of which were full-time employees and one part time employee staffed in executive, management, finance, accounting, operations and administrative capacities.

General Information about Trinity

Trinity wasis incorporated in Delaware immediately prior to the effective date of the Plan.Delaware. Trinity maintains its headquarters at 340 Madison Avenue, Suite 3C, New York, New York, 10173, and the telephone number is (212) 235-2190.

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Available Information

We are a public company and are subject to the informational requirements of the Exchange Act. Accordingly, we file periodic reports and other information with the SEC. Such reports and other information may be obtained by visiting the Public Reference Room of the SEC at 100 F Street, NE, Room 1580, Washington, D.C. 20549 or by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding us and other issuers that file electronically.

Our website address iswww.trinityplaceholdings.com orwww.tphs.com. We make available without charge, through our website in the “Financials” section, copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such reports are filed with or furnished to the SEC.www.tphs.com. References in this document to our website are not and should not be considered part of this Annual Report on Form 10-K, and the information on our website is not incorporated by reference into this Annual Report.

Our business, operations and financial condition are subject to various risks. Some of these risks are described below, and stockholders should take such risks into account inwhen evaluating us or any investment decision involving us. This section does not describe all risks that may be applicable to us, our industry or our business, and it is intended only as a summary of certain material risk factors. Additional risks and uncertainties that we do not presently know about or that we currently believe are not material may also adversely affect our business. More detailed information concerning certain of the risk factors described below is contained in other sections of this Annual Report on Form 10-K. Stockholders should also refer to the other information contained in our periodic reports, including the Cautionary Note Regarding Forward-Looking Statements section, our consolidated financial statements and the related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations section for a further discussion of the risks, uncertainties and assumptions relating to our business.

Risk Factors Related to the Company

After the Recapitalization Transaction, we have limited cash resources, our only source of revenue is an asset management fee, and are reliant on external sources of capital to fund ongoing operations.

Our Business

prior revenue generating activities did not produce sufficient funds for profitable operations and working capital. Accordingly, our continued operation will require raising additional capital on acceptable terms. We have relied and will continue to rely substantially upon equity and debt financing and our asset management fees to fund our ongoing operations. There can be no assurance that additional sources of capital will be available to us on commercially favorable terms. In addition, our inability to access the capital markets on favorable terms, because of a low stock price, unfavorable market conditions or otherwise, will affect our ability to execute our business plan as scheduled. If we are unable to raise capital on market terms, our ability to run our operations and/or grow through new acquisitions and investments, and thus become profitable, will be materially adversely impacted.

We have not generated aan operating profit and consequently our business plan is difficult to evaluate and our long termlong-term viability cannot be assured.

Our prospects for financial success are difficult to assess because we have a limited operating history since we began reporting as a going concern. Our predecessor filed for Chapter 11 relief on November 2, 2011, we were formed, and emerged from bankruptcy on September 14, 2012. We resumed reporting on the going concern basis of accounting on February 10, 2015. Since our formation, we have generated limited revenues and had negative cash flow from operations. The development of our business plan has required, and will continue to require, substantial capital expenditures. Our business could be subject to any or all of the problems, expenses, delays and risks inherent in the establishment of a new business enterprise, including, but not limited to capital resources. There can be no assurance that our business will be successful, that we will be able to achieve or maintain a profitable operation, or that we will not encounter unforeseen difficulties that may deplete our capital resources more rapidly than anticipated. There can be no assurance that we will achieve or sustain profitability or positive cash flows from our operating activities.

We have generated minimal revenues frommay evaluate and potentially consummate a strategic transaction, which could require significant management attention, consume our financial resources, disrupt our business and adversely affect our results of operations, and have limited cashwe may fail to realize the anticipated benefits of such a strategic transaction.

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We believe that our success will depend, in part, on our ability to consummate a strategic transaction in the near-term. The identification of a suitable candidate for a strategic transaction can be difficult, time-consuming, and costly, and we may not be able to successfully complete identified strategic transactions. Strategic transactions are inherently risky, and ultimately, if we do not complete an announced strategic transaction successfully and in a timely manner, we may not realize the anticipated benefits of the strategic transaction.  Achieving the anticipated benefits of any transaction involves a number of risks, including disruption of our ongoing business and distraction of our management and employees from daily operations or other opportunities and challenges, utilization of our financial resources for a transaction that may fail to realize the anticipated benefits, regulatory risks, including maintaining good standing with existing regulatory bodies or

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receiving any necessary approvals, and will be reliant on external sourcesthe failure of capitalthe due diligence processes to fund ongoing operations.identify significant problems, liabilities or challenges of the strategic partner.

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Our revenue generating activities have not yet produced sufficient funds for profitable operations. In addition, we are requiredfailure to set aside specified minimum levels of liquidityaddress these risks or other problems encountered in connection with any strategic transaction could cause us to fail to realize the developmentanticipated benefits of the transaction, cause us to incur unanticipated liabilities and financingharm our business generally. In addition, such a transaction could also result in dilutive issuances of 77 Greenwich, and we anticipateour equity securities, the incurrence of debt, contingent liabilities, amortization expenses or the write-off of goodwill, any of which could harm our financial condition.

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We are subject to risks associated with TPHGreenwich, including that we may be requirednot receive any distributions from TPHGreenwich.

Joint venture investments involve risks not otherwise present for investments made or owned solely, including the possibility that our joint venture partner might become bankrupt, or may take action contrary to do soour instructions, requests, policies or objectives. We own a 95% interest in connectionTPHGreenwich, with the developmentJV Investor owning the other 5% interest.  However, under the JV Operating Agreement, JV Investor, in its capacity as manager of TPHGreenwich, manages, controls and financingconducts the affairs of other current and future properties as well. While 77 Greenwich is currently our most significant asset,TPHGreenwich, subject only to certain limited major decisions set forth in the amounts required to be set aside in other situations could also be substantial. As a result, these amounts would not be available for investment or operating activities. Our continued operationJV Operating Agreement. In addition, distributions under the JV Operating Agreement first will be dependent uponpaid to the success of future operationsInvestor until it has received its initial distribution amount in full (including, but not limited to, all amounts due under the CCF and will require raising additional capital on acceptable terms. We have relied and may continue to rely substantially upon equity and debt financing to fund our ongoing operations. There can be no assurance that additional sources of capital77G Mezzanine Loan), following which such distributions will be availabledistributed pro rata pursuant to us on commercially favorable terms should our capital requirements exceed cash availablethe members’ respective percentage interests in TPHGreenwich. Further, if TPH Manager is terminated for “Cause” under the Asset Management Agreement, at the option of Investor, the Company’s right to distributions from operationsTPHGreenwich will be forfeited and existing cash and cash equivalents.any distribution that would otherwise have been made to the Company will instead be distributed to the JV Investor.

A significant partThe Company may not receive any distributions from TPHGreenwich, including if the JV Investor does not receive repayment of our current business planits initial distribution amount in full or if the Asset Management Agreement is focused on the development of 77 Greenwich, and an inability to execute this business plan due to adverse trends in the Manhattan condominium market or otherwise couldterminated, which would have a material adverse effect on our financial condition and results of operations.operations, liquidity and financial condition.

Our business plan includes the development or redevelopmentOne of our remaining commercial real estateprimary business purposes following the Recapitalization Transactions is to act as asset manager for the properties owned by TPHGreenwich in accordance with the terms and in particularconditions of the developmentAsset Management Agreement which can be terminated by TPHGreenwich at any time with or without cause.

Following the Recapitalization Transactions, we have been hired by TPHGreenwich to provide asset management services for the properties owned by TPHGreenwich for an annual management fee. TPHGreenwich has the right to terminate the Asset Management Agreement at any time with or without cause (subject to our right to receive a termination payment if we are terminated without cause prior to the 18-month anniversary of 77 Greenwich, which currentlybeing hired).  As the asset management fee will be our main source of revenue following the Recapitalization Transactions, if the Asset Management Agreement is our largest asset. As a result, our revenues and future growth are heavily dependent on the success of implementing our business plan for 77 Greenwich, which is currently under development.

Our plans for 77 Greenwich currently call for approximately 90 luxury residential condominium apartments, in addition to retail and a New York City elementary school.  There are a variety of factors that determine Manhattan condominium trends and thatterminated, this will ultimately impact the sales and pricing of condominiums at 77 Greenwich, including among others, supply, changes in interest rates, the availability of home mortgages, foreign exchange rates and local employment trends, prices and velocity of sales. Sales of condominiums in general, and in particular in Manhattan, have historically experienced greater volatility than detached single family houses, which may expose us to more risk.  These and other factors fluctuate over time and their status at the time we actually commence sales, which is itself uncertain, is inherently uncertain. An inability to successfully execute our business plan with respect to 77 Greenwich could have a material adverse effect on our financial condition and results of operations.operations, liquidity and financial condition.

Our investment in property development for 77 GreenwichWe are subject to extensive covenants, and other properties may be more costly than anticipated.

the Investor has many consent and approval rights, under the Stock Purchase Agreement, many of which survive indefinitely following the closing of the Recapitalization Transactions.

We intendare subject to continue to develop or redevelop our currentextensive covenants, and future properties. Our currentthe Investor has many consent and future development and construction activities, includingapproval rights, under the Stock Purchase Agreement that we entered into with respect to 77 Greenwich, may be exposed to the following risks:

Investment returns from 77 Greenwich and other properties we may develop may be less than anticipated.

Our properties planned to be developed may be exposed to the following risks:

Competition for new acquisitions may reduce the number of acquisition opportunities available to us and increase the costs of those acquisitions.

We may face competition for acquisition opportunities from other investors, particularly those investors who are willing to incur more leverage, and this competition may adversely affect us by subjecting us to the following risks:

If we are unable to successfully acquire additional properties, our ability to grow our business could be adversely affected. In addition, increases in the cost of acquisition opportunitiesInvestor pursuing claims against the Company for damages, which could adversely affecthave an adverse impact on our results of operations.operations and financial condition.

We face risks associated with acquisitions of and investments in new properties.

We may acquire interests in properties, individual properties and portfolios of properties, including potentially large portfolios that could significantly increase our size and alter our capital structure. Our acquisition and investment activities may be exposed to, and their success may be adversely affected by, the following risks:

In addition, we may acquire properties subject to both known and unknown liabilities and without any recourse, or with only limited recourse to the seller. As a result, if a liability were asserted against us arising from our ownership of such a property, we might have to pay substantial sums to settle it, which could adversely affect our cash flow. Unknown liabilities with respect to properties acquired might include:

Our revenues and the value of our portfolio are affected by a number of factors that affect investments in leased commercial and residential real estate generally.

We are subject to the general risks of investing in and owning leasedleasable real estate in connection with ourTPHGreenwich’s existing shopping centers, theretail and residential property owned by our joint venture and new properties or investments in leased real estate.properties. These risks include the ability to secure leases with new tenants, renew leases with existing tenants, the non-performance of lease obligations by tenants, leasehold improvements that will be costly or difficult to remove or certain upgrades that may be needed should it become necessary to re-rent the leased space for other uses, rights of termination of leases due to events of casualty or condemnation affecting the leased space or the property or due to interruption of the tenant’s quiet enjoyment of the leased premises, and obligations of a landlord to restore the leased

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premises or the property following events of casualty or condemnation.condemnation, and potentially, as occurred at 237 11^th, damages arising from defective construction. The occurrence of any of these events, particularly with respect to larger leases at ourthe commercial real estate properties,property, or issues that affect numerous residential units, could adversely impact, and in the case of 237 11^th, has adversely impacted, our results of operations, liquidity and financial condition.

In addition, if our competitors offer space at net effective rental rates below our current net effective rental rates or the market rates, weTPHGreenwich may lose current or potential tenants to other properties in our markets. Additionally, weTPHGreenwich may need to reduce net effective rental rates below our current rates or offer incentives in order to retain tenants upon expiration of their leases or to attract new tenants. Our results of operations and cash flow may be adversely affected as a result of these factors.

The loss of key personnel upon whom we depend to operate our business would adversely affect our business.

Our ability to continue to operate depends in large part on our ability to retain key personnel, including in particular our President and Chief Executive Officer, Matthew Messinger. We may not be successful in retaining such key personnel and any inability to do so would have a material adverse effect on our business, results of operations and financial condition.  In addition, under the terms of the Asset Management Agreement, in the event Mr. Messinger fails to be involved in the day-to-day operations of the TPH Manager pursuant to the Asset Management Agreement, TPHGreenwich will have the right to terminate TPH Manager without cause on 30 days’ notice, which would have a material adverse effect on our business, results of operations and financial condition. On March 18, 2024, Mr. Messinger delivered written notice (the “Notice”) to the board of directors of the Company of the occurrence of events which he maintains constitute “Good Reason” for termination in accordance with his employment agreement with the Company (the “Employment Agreement”).  Under the Employment Agreement, the Company has thirty days from the date of the Notice to cure the circumstances provided in the Notice. If the Company fails to timely cure such circumstances in accordance with the terms of the Employment Agreement and those circumstances otherwise constitute an event of Good Reason (as defined in the Employment Agreement), Mr. Messinger’s employment will be deemed to be terminated for Good Reason at the end of the cure period, and Mr. Messinger would be entitled to certain benefits set forth in the Employment Agreement. The parties have been and remain in active discussions regarding the terms of Mr. Messinger’s continued employment by the Company, however there can be no assurance that a resolution will be reached in a timely manner and on favorable terms, if at all.

Our ability to utilize our NOLs to reduce future tax payments may be limited as a result of future transactions.

We had approximately $316.6 million of federal NOLs and $267.4 million of state NOLs and New York State and New York City prior NOL conversion subtraction pools of approximately $27.9 million and $22.9 million, respectively, as of December 31, 2023. Section 382 of the Internal Revenue Code (the “Code”), limits the ability of a company to utilize its NOLs after an ownership change. For purposes of Section 382, an ownership change occurs if the percentage of the stock of the company owned by persons holding 5% or more of the stock increases by more than 50 percentage points over a rolling three year lookback period.  Generally, if an ownership change occurs, the annual taxable income limitation on our use of NOLs is equal to the product of the applicable long-term tax exempt rate and the value of our stock immediately before the ownership change. If we undergo an ownership change, our ability to utilize our NOLs would be subject to significant limitations. In addition, the 2017 tax legislation known as the Tax Cuts and Jobs Act (the “TCJA”) limited the deductibility of NOLs arising in tax years beginning after December 31, 2017 to 80 percent of taxable income (computed without regard to the net operating loss deduction) for the taxable year, and eliminated the ability of taxpayers to carryback such NOLs to prior years. These limitations were modified by the “Coronavirus Aid, Relief, and Economic Security (CARES) Act,” signed into law on March 27, 2020. The CARES Act suspended the 80% limitation on the use of NOLs for tax years beginning before January 1, 2021, and allowed losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021 to be carried back up to five years.

Political and economic uncertainty, and developments related to outbreaks of contagious diseases could have an adverse effect on us.

We cannot predict how current and future political and economic uncertainty, including uncertainty related to taxation and increases in interest rates, will affect our critical tenants, joint venture partners, lenders, financial institutions and general

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economic conditions, including consumer confidence and the volatility of the stock market and real estate market. In addition, we cannot predict the potential outbreak of contagious diseases in the future.

These issues may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants and an impact on potential purchases of our residential condominium units. In the event political and economic uncertainty results in financial turmoil affecting the banking system and financial markets or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency and equity markets. Each of these could have an adverse effect on our business, financial condition and operating results.

Breaches of information technology systems could materially harm our business and reputation.

We collect and retain on information technology systems certain financial, personal and other sensitive information provided by third parties, including tenants, vendors and employees. We also rely on information technology systems for the collection and distribution of funds.

There can be no assurance that we will be able to prevent unauthorized access to sensitive information or the unauthorized distribution of funds. Any loss of this information or unauthorized distribution of funds as a result of a breach of information technology systems may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business and financial performance.

We may be deemed to be a transient investment company.

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We are not engaged in the business of investing, reinvesting, or trading in securities, and we do not hold ourselves out as being engaged in those activities. However, under the Investment Company Act of 1940, as amended, a company may be deemed an investment company under Section 3(a)(1)(C) of the Investment Company Act if the value of its investment securities is more than 40% of its total assets (exclusive of government securities and cash items) on an unconsolidated basis.

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In connection with the Recapitalization Transactions, the JV Investor acquired a five percent (5%) interest in and was appointed the initial manager of TPHGreenwich, which was a wholly-owned subsidiary of the Company holding directly or indirectly substantially all of the Company’s non-cash assets prior to the Recapitalization Transactions. Since we no longer hold a controlling interest in TPHGreenwich, the membership interest we hold in the JV could be deemed under the Investment Company Act to exceed 40% of our total assets, exclusive of government securities cash items and on an unconsolidated basis, and accordingly, we may be deemed to be a transient investment company.

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A transient investment company can avoid being classified as an investment company if it can rely on one of the exclusions under the Investment Company Act. One such exclusion, Rule 3a-2 under the Investment Company Act, allows a transient investment company a grace period of one year from the earlier of (a) the date on which an issuer owns securities and/or cash having a value exceeding 50% of the issuer’s total assets on either a consolidated or unconsolidated basis and (b) the date on which an issuer owns or proposes to acquire investment securities having a value exceeding 40% of the value of such issuer’s total assets (exclusive of government securities and cash items) on an unconsolidated basis.

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We believe that for purposes of valuing the membership interest we hold in the JV, the substantial indebtedness attributable to the real property assets owned directly or indirectly by the JV would materially reduce the value of such membership interest.  In the event we are deemed to be a transient investment company as a result of the Recapitalization Transactions, we believe would qualify for the grace period. We may take actions to cause any investment securities held by us to be less than 40% of our total assets, which may include acquiring assets, engaging in one or more strategic transactions or liquidating our investment securities.

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As Rule 3a-2 is available to a company no more than once every three years, and assuming no other exclusion were available to us, we would have to keep within the 40% limit for at least three years after we cease being a transient investment company. This may limit our ability to make certain investments or enter into joint ventures that could

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otherwise have a positive impact on our earnings. In any event, we do not intend to become an investment company engaged in the business of investing and trading securities.

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Classification as an investment company under the Investment Company Act requires registration with the Securities and Exchange Commission (“SEC”). If an investment company fails to register, it would have to stop doing almost all business, and its contracts would become voidable. Registration is time consuming and restrictive and would require a restructuring of our operations, and we would be very constrained in the kind of business we could do as a registered investment company. Further, we would become subject to substantial regulation concerning management, operations, transactions with affiliated persons and portfolio composition, and would need to file reports under the Investment Company Act regime. The cost of such compliance would result in our incurring substantial additional expenses, and the failure to register if required would have a materially adverse impact to conduct our operations.

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Additional Risks Related to TPHGreenwich and the Properties

TPHGreenwich and its subsidiaries are subject to leverage and face risks generally associated with such debt, including an increased risk of default on such entity’s obligations and an increase in debt service requirements that could adversely affect our financial condition and results of operations.

Historically, we have incurred substantial indebtedness in furtherance of our activities, at both the parent company level and subsidiary level, resulting in an increased risk of default on our obligations and in an increase in debt service requirements, which could adversely affect our financial condition and results of operations.  Following the Recapitalization Transactions, all of the indebtedness is held by TPHGreenwich and/or its subsidiaries.  As a result, TPHGreenwich is subject to the risks associated with debt financing, including the risk that its cash flow will be insufficient to meet required payments of principal and interest, the risk that TPHGreenwich may fail to repay or refinance existing debt as it matures, which may result in forced disposition of assets on disadvantageous terms or have other adverse consequences, and the risk that if TPHGreenwich refinances any of its debt, it may do so on refinancing terms less favorable than the terms of the existing debt.

One of TPHGreenwich’s loans has a near-term maturity.  In addition, several of the loans require interest rate cap agreements be in place for the duration of the loan. Although many of the loans contain extension options, the 237 11^th loan requires replacement interest rate cap agreements be put in place in order to extend the loan maturity. With the significant increase in interest rates, the cost of purchasing such an interest rate cap has become material. Due to cash constrains, TPHGreenwich may not have the funds available to purchase the required interest rate cap which, unless TPHGreenwich can restructure or refinance the loan, would likely have a material adverse effect on our financial condition and results of operations.  If TPHGreenwich is not successful in meeting the extension requirements, or amending, waiving or paying the near-term maturity, or the lenders accelerated their respective loan, cross-defaults would also exist and TPHGreenwich would have insufficient cash and liquidity to service the debt and pay operating expenses and other obligations.

All of TPHGreenwich’s properties secure loans. Certain of the loans contain cross-default provisions. The failure by TPHGreenwich or its borrower subsidiaries to make scheduled repayments under the loan agreements, or the default of any of the obligations under the loans, would have an adverse impact on our financial condition and results of operations. Upon the occurrence of an event of default, TPHGreenwich or its applicable subsidiary may be required to immediately repay all amounts outstanding under the respective loan and the lenders may exercise other remedies available to them, including foreclosing on the respective property securing the loan.

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See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 11 – Loans Payable and Secured Line of Credit to our consolidated financial statements, for further discussion regarding our financing activities.

Covenants in the loan agreements could limit TPHGreenwich’s flexibility and adversely affect our financial condition.

The loan agreements contain a number of financial and other restrictive covenants, including restrictions on debt, liens, business activities, equity repurchases, distributions and dividends, disposition of assets and transactions with affiliates,

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as well as financial covenants regarding loan to value and net worth. These covenants may limit TPHGreenwich’s flexibility to incur additional debt. If TPHGreenwich fails to meet or satisfy any of these covenants, it would be in default under these agreements and the indebtedness could be declared due and payable.  In addition, the lenders could terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral. If TPHGreenwich were to default under the loan agreements, our financial condition would be adversely affected.

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TPHGreenwich’s investment in property development for 77 Greenwich may be more costly than anticipated.

The current development and construction activities, including with respect to 77 Greenwich, may be exposed to the following risks:

TPHGreenwich may be unable to lease vacant space, renew our current leases, or re-lease space as our current leases expire.

We cannot assure you that leasesLeases at ourthe properties willowned by TPHGreenwich may not be renewed or that such properties willmay not be re-leased at favorable rental rates. If the rental rates for ourthe properties decrease, our tenants do not renew their leases or we doTPHGreenwich does not re-lease a significant portion of our available space, including vacant space resulting from tenant defaults or space that is currently unoccupied, and space for which leases are scheduled to expire, our financial condition, results of operations and cash flows could be materially adversely affected. There are numerous commercial developers, real estate companies, financial institutions and other investors with greater financial resources than we have that compete with us in seeking tenants who willwe desire to lease space in ourthe properties.

The bankruptcy of, or a downturn in the business of, any of the major tenants at ourthe commercial real estate properties that causes them to reject their leases, or to not renew their leases as they expire, or renew at lower rental rates, may adversely affect our cash flows and property values. In addition, retailers at ourthe properties face increasing competition from e-commerce, outlet malls, discount shopping clubs, direct mail and telemarketing, which could reduce rents payable to usTPHGreenwich and reduce ourTPHGreenwich’s ability to attract and retain tenants at ourthe properties leading to increased vacancy rates at our properties.

rates.

In addition, if we areTPHGreenwich is unable to renew leases or re-lease a property, the resale value of that property could be diminished because the market value of a particular property will depend in part upon the value of the leases of such property.

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The properties owned by TPHGreenwich may be subject to known and unknown liabilities and with limited or no recourse to the risks associatedseller.

Properties owned by TPHGreenwich may be subject to known or unknown liabilities with partnershipsno or minimal recourse to the seller. As a result, if a property is damaged, TPHGreenwich may need to pay to have it repaired, and joint ventures.

We formedits ability to recover any such payments through insurance, indemnities, litigation or otherwise is uncertain. The Company acquired one property subject to unknown construction defects due to water penetration in the walls at 237 11^th. During the pendency of repairs at 237 11^th, units were unable to be leased, and following completion of repairs, they needed to be re-leased. If a joint ventureliability was asserted against us or TPHGreenwich arising from the ownership of a property, we or TPHGreenwich might have to pay substantial sums to settle it. Unknown liabilities with respect to properties acquired might include:

Any of these occurrences could adversely affect our cash flow, even if some or all of the costs are ultimately borne by a third party, and the impact could be material.

Multi-family residential properties may be subject to acquirerent stabilization regulations, which limit TPHGreenwich’s ability to raise rents above specified maximum amounts and operate could give rise to claims by tenants that their rents exceed such specified maximum amounts.

The BerkleyRent Stabilization Law and Code imposes rent control or rent stabilization on certain apartment buildings. The rent stabilization regulations applicable to TPHGreenwich’s multi-family residential properties set maximum rates for annual rent increases, entitle tenants to receive required services from TPHGreenwich and entitle tenants to have their leases renewed. The limitations established by present or future rent stabilization regulations may impair TPHGreenwich’s ability to maintain rents at market levels at its properties subject to such regulations.

Pursuant to the Housing Stability and Tenant Protection Act of 2019, which is a set of New York State laws, vacancy lease increases were eliminated, whereby the landlord was permitted to increase the rent by as much as 20% for a tenant moving into a vacant apartment, to which significant increases in Brooklyn,rent for New York. We may become involvedYork City properties were historically attributed.

With respect to certain types of properties in additional partnerships and/or joint venturesNew York City, solely by virtue of the real estate tax exemption under RPTL Section 421-a, the Rent Guidelines Board of New York City, approves renewal lease rent increases.  In 2023, the Rent Guidelines Board approved a 3.00% increase on 12-month lease renewals and a 2.75% increase for the first year of 24-month lease renewals and 3.2% increase for the second year of 24-month lease renewals.  

The application of rent stabilization to apartments in TPHGreenwich’s multi-family residential properties will limit the amount of rent TPHGreenwich is able to collect, which could have a material adverse effect on its ability to fully take advantage of the investments that it is making in the future with respectproperties. In addition, there can be no assurances that changes to currentrent stabilization laws will not have a similar or future properties. Partnerships and joint venture investments may involve risks not otherwise present for investments made or owned solely by us, including the possibility that our partner or co-venturer might become bankrupt, or may take action contrary to our instructions, requests, policies or objectives. Other risks of joint venture investments include impasse on decisions, such as a sale, because neither we nor a joint venture partner would have full control over the joint venture, activities conducted by a partner that have agreater negative impact on the joint venture or us, and disputes with our partner. Also, there is no limitation under our organizational documents asTPHGreenwich’s ability to the amount of our funds that may be invested in joint ventures.collect rents.

WeTPHGreenwich may not receive or be able to maintain certain tax benefits if we areit is not in compliance with certain requirements of the NYC Department of Housing Preservation and Development.

WeTPHGreenwich may not receive or be able to maintain certain existing or anticipated tax benefits related to The Berkley or our pending acquisition ofthe 237 11^th Streetproperty if we areit is not in compliance with certain requirements of the NYC Department of Housing Preservation and Development (the “HPD”(“HPD”). Both of these propertiesThis property currently benefitbenefits from a real estate tax exemption under New York Real Property

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Tax Law (the “RPTL”) Section 421-a, as a result of a specified percentage of the units in such buildingsbuilding being designated as affordable rate units or market rate units and/or subject to rent stabilization guidelines, among other requirements. Section 421-a of the New York RPTL provides an exemption from real estate taxes on the amount of the assessed value of newly constructed improvements if certain requirements are met. A property cannot maintain or continue to receive Section 421-a tax benefits without HPD’s determination that all Section 421-a eligibility requirements have and continue to be met. Although the HPD has issued a final CertificateCertificates of Eligibility with respect to the Section 421-a tax benefits for The Berkley property237 11^th and we areTPHGreenwich is currently in compliance with all applicable Section 421-a requirements for such property, and the HPD has issued a preliminary Certificate of Eligibility with respect to the 421-a tax benefits for the 237 11th Street property and the seller of the 237 11^th Street property has represented to us that it is complying with all applicable 421-a requirements for suchthis property, there can be no assurance that compliance with the Section 421-a requirements for eitherthis property will continue to be maintained. If we areTPHGreenwich is not able to maintain compliance with the requirements of the Section 421-a partial tax exemption program, as applicable to either of the properties, thethis property, HPD may find that such property is ineligible to receive the tax exemption benefits related to the Section 421-a partial tax exemption program.

OurTPHGreenwich’s ability to develop or redevelop ourthe properties and enter into new leases with tenants will depend on ourits obtaining certain permits, site plan approvals and other governmental approvals from local municipalities, which weit may not be able to obtain on a timely basis or at all.

In order to develop or redevelop ourthe properties, weTPHGreenwich will be required to obtain certain permits, site plan approvals or other governmental approvals from local municipalities. WeTPHGreenwich may not be able to secure all the necessary permits or approvals on a timely basis or at all, which may prevent usTPHGreenwich from developing or redeveloping ourthe properties according to ourits business plan. Additionally, potential acquirorsacquirers or tenants may also need to obtain certain permits or approvals in order to utilize ourthe properties in the manner they intend to do so. The specific permit and approval requirements are set by the state and the various local jurisdictions, including but not limited to city, town, county, township and state agencies having control over the specific properties. OurTPHGreenwich’s inability to obtain permits and approvals to develop or redevelop ourthe properties, or the inability of potential purchasers and tenants of ourthe properties to obtain necessary permits and approvals, could severely and adversely affect our business.

WeTPHGreenwich may incur significant costs to comply with environmental laws and environmental contamination may impair ourthe ability to lease and/or sell real estate.

OurTPHGreenwich’s operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety. Under some environmental laws, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property. The owner or operator may also be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by those parties because of the contamination. These laws often impose liability without regard to whether the owner or operator knew of the release of the substances or caused the release. The presence of contamination or the failure to remediate contamination may impair ourTPHGreenwich’s ability to sell or lease real estate or to borrow using the real estate as collateral. Other laws and regulations govern indoor and outdoor air quality including those that can require the abatement or removal of asbestos-containing materials in the event of damage, demolition, renovation or remodeling and also govern emissions of and exposure to asbestos fibers in the air. The maintenance and removal of lead paint and certain electrical equipment containing polychlorinated biphenyls (PCBs) are also regulated by federal and state laws. We areTPHGreenwich is also subject to risks associated with human exposure to chemical or biological contaminants such as molds, pollens, viruses and bacteria which, above certain levels, can be alleged to be connected to allergic or other health effects and symptoms in susceptible individuals. WeTPHGreenwich could incur fines for environmental compliance and be held liable for the costs of remedial action with respect to the foregoing regulated substances or related claims arising out of environmental contamination or human exposure to contamination at or from ourthe properties.

Each of ourthe properties has been subject to varying degrees of environmental assessment. To date, these environmental assessments have not revealed any environmental condition material to our business. However, identification of new compliance concerns or undiscovered areas of contamination, changes in the extent or known scope of contamination, human exposure to contamination or changes in clean-up or compliance requirements could result in significant costs to us.

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Compliance or failure to comply with the Americans with Disabilities Act (“ADA”) or other safety regulations and requirements could result in substantial costs.

The Americans with Disabilities Act (“ADA”)ADA generally requires that public buildings, including our properties, meet certain federal requirements related to access and use by disabled persons.  These rules are subject to interpretation and change. Noncompliance could result in the imposition of fines by the federal government or the award of damages to private litigants and/or legal fees to their counsel. If, under the ADA, we areTPHGreenwich is required to make substantial alterations and capital expenditures in one or more of ourthe operating properties, including the removal of access barriers, it could adversely affect our financial condition and results of operations.

OurThe properties are subject to various federal, state and local regulatory requirements, such as state and local fire and life safety requirements.  If we failTPHGreenwich fails to comply with these requirements, weit could incur fines or private damage awards.  We do not know whether existing requirements will change or whether compliance with future requirements will require significant unanticipated expenditures that will affect our cash flow and results of operations.

The loss of key personnel upon whom we depend to operate our business or the inability to attract additional qualified personnel could adversely affect our business.

We believe that our future success will depend in large part on our ability to retain or attract highly qualified management and other personnel, including in particular our President and Chief Executive Officer, Matthew Messinger. We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to retain or attract qualified management and other personnel could have a material adverse effect on our business, results of operations and financial condition.

The failure of our subsidiaries to repay or refinance outstanding loans, and any liability we incur as a result of the financing arrangements and our guarantees of those loans, could have a material adverse impact on our financial condition, results of operations and cash flows.

All of our properties secure loan agreements. The failure by our borrower subsidiaries to make scheduled repayments under the loan agreements, or the default of any of the obligations under the loans, would have an adverse impact on our financial condition, results of operations and cash flows. Upon the occurrence of an event of default, the applicable subsidiary may be required to immediately repay all amounts outstanding under the respective loan and the lenders may exercise other remedies available to them, including foreclosing on the respective property securing the loan. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources and Note 10 – Loans Payable and secured line of credit to our consolidated financial statements, for further discussion regarding our financing activities.

New U.S. tax laws.

On December 22, 2017, the U.S. Tax Cuts and Jobs Act was signed into law. This law imposes significant changes on the way we are taxed, including, among other things, changes to U.S. federal tax rates, imposing significant additional limitations on the deductibility of interest, and the migration to a new international system of taxation. There is substantial uncertainty regarding both the timing and the details of how these changes will affect us and the industry in which we operate.

Our ability to utilize our NOLs to reduce future tax payments may be limited as a result of future transactions.

We had approximately $231.0 million of federal NOLs at December 31, 2017. Section 382 of the Internal Revenue Code, or the Code, contains rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership by certain stockholders of more than 50% of its stock over a three-year period, to utilize its NOLs after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders who directly or indirectly own 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by us. Generally, if an ownership change occurs, the annual taxable income limitation on the use of NOLs is equal to the product of the applicable long term tax exempt rate and the value of our stock immediately before the ownership change. If we experience an ownership change, our ability to utilize our NOLs would be subject to significant limitations.

Political and economic uncertainty could have an adverse effect on us.

We cannot predict how current political and economic uncertainty, including uncertainty related to taxation and increases in interest rates, will affect our critical tenants, joint venture partners, lenders, financial institutions and general economic conditions, including consumer confidence and the volatility of the stock market and real estate market.

Political and economic uncertainty poses a risk to us in that it may cause consumers to postpone discretionary spending in response to tighter credit, reduced consumer confidence and other macroeconomic factors affecting consumer spending behavior, resulting in a downturn in the business of our tenants. In the event current political and economic uncertainty results in financial turmoil affecting the banking system and financial markets or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency and equity markets. Each of these could have an adverse effect on our business, financial condition and operating results.

Breaches of information technology systems could materially harm our business and reputation.

We collect and retain on information technology systems certain financial, personal and other sensitive information provided by third parties, including tenants, vendors and employees. We also rely on information technology systems for the collection and distribution of funds.

There can be no assurance that we will be able to prevent unauthorized access to sensitive information or the unauthorized distribution of funds. Any loss of this information or unauthorized distribution of funds as a result of a breach of information technology systems may result in loss of funds to which we are entitled, legal liability and costs (including damages and penalties), as well as damage to our reputation, that could materially and adversely affect our business and financial performance.

Risks Related to Our Common Stock

Our common stock is thinly traded and the price of our common stock may fluctuatehas fluctuated significantly.

Our common stock, currently listed on the NYSE American, is thinly traded. Because our common stock is thinly traded, even small trades can have a significant impact on the market price of our common stock, especially when there are limited buyers in the market.  We cannot assure stockholders that an active market for our common stock will develop in the foreseeable future or, if developed, that it will be sustained. In addition, we may determine the benefits of listing our shares on the NYSE American do not merit the associated costs.  As a result of these factors, stockholders may not be able to resell their common stock. Because our common stock is thinly traded, even small trades can have a significant impact on the market price of our common stock. Volatility in the market price of our common stock and lack of liquidity may prevent stockholders from being able to sell their shares at or above the price paid for such shares. The market price of our common stock could fluctuate significantly for various reasons, many of which are beyond our control, including:

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In addition, untilwhile our common stock is more widely held and activelyremains thinly traded, small sales or purchases may cause the price of our common stock to fluctuate dramatically up or down without regard to our financial health or business prospects. Downward fluctuations can impair, and have impaired, our ability to raise equity capital on acceptable terms.

Our common stock may be delisted

On November 29, 2023, the Company was notified by the NYSE American that the Company was not in compliance with the NYSE American continued listing standards set forth in Sections 1003(a)(i) and (ii) of the NYSE American Company Guide (the “Guide”). Section 1003(a)(i) of the Guide requires a listed company’s stockholders’ equity be at least $2.0 million if it has reported losses from continuing operations and/or net losses in two of its three most recent fiscal years. Section 1003(a)(ii) of the Guide requires a listed company’s stockholders’ equity be at least $4.0 million if it has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years. The Company reported a stockholders’ deficit of $(1.2) million as of September 30, 2023, and losses from continuing operations and/or net losses in three of its four most recent fiscal years ended December 31, 2022.  In order to maintain the Company’s listing on the NYSE American, the NYSE American requested that the Company submit a plan of compliance (the “Plan”) advising of actions it has taken or will take to regain compliance with Section 1003(a)(i) and (ii) of the Guide by May 29, 2025.

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On January 4, 2024, the Company was notified by the NYSE American that it 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 was 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 notice stated that, as a result of the foregoing, the Company had become subject to the procedures and requirements of Section 1009 of the Guide, which could, among other things, result in the initiation of delisting proceedings, unless the Company cures the deficiency in a timely manner. The NYSE American could also take accelerated delisting action if the common stock trades at levels viewed to be abnormally low.

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On February 21, 2024, the NYSE American notified the Company that it had reviewed the Plan that the Company submitted to the NYSE American and determined to accept the Plan and grant a cure period through May 29, 2025. As a result of the acceptance of the Company’s Plan, the Company’s listing is being continued pursuant to an extension.  The NYSE American will review the Company periodically for compliance with the initiatives outlined in the Plan. If the Company is not in compliance with the continued listing standards by May 29, 2025 or if the Company does not make progress consistent with the Plan during the cure period, the NYSE American staff will initiate delisting proceedings as appropriate

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In addition, under the terms of the Stock Purchase Agreement, the Company must complete the delisting of its shares of common stock from the NYSE American no later than forty-five days following the closing, unless certain conditions under the Stock Purchase Agreement are met or as otherwise agreed by the parties, which timeframe was subsequently extended by 30 days.

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If we fail to regain compliance with the continued listing requirements of the NYSE American, the NYSE may take steps to delist our common stock.  We may also be delisting our common stock in the near-term, as required under the terms and conditions of the Stock Purchase Agreement. In the event the common stock is delisted from the NYSE American, such a delisting would likely have a negative effect on the price of our shares of common stock and would impair your ability to sell or purchase our securities when you wish to do so. Additionally, if our common stock is not listed on, or becomes delisted from, the NYSE American for any reason, including as a result of our taking steps to delist our common stock as required under the terms of the Stock Purchase Agreement, and is quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our common stock may be more limited than if it were quoted or listed on the NYSE American or another national securities exchange. You may be unable to sell your shares unless a market can be established or sustained.

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We currently have fewer than 300 stockholders of record and, therefore, are eligible to terminate the registration of our common stock under the Exchange Act and suspend being a U.S. public company with reporting obligations.

Under the Stock Purchase Agreement, we have agreed to use reasonable efforts to complete the deregistration from the reporting obligations under Section 12 and Section 15 of the Exchange Act, including all associated reporting obligations,

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no later than one hundred and thirty-five (135) days following the closing of the Recapitalization Transactions, unless certain conditions under the Stock Purchase Agreement are met or as otherwise agreed by the parties. Section 12(g)(4) of the Exchange Act allows for the registration of any class of securities to be terminated after a company files a certification with the SEC that the number of holders of record of such class of security is fewer than 300 persons. As of March 29, 2024, there were 134 stockholders of record of our common stock. This does not include the number of shareholders that hold shares in “street name” through banks, brokers and other financial institutions. Accordingly, we are eligible to deregister our common stock and suspend our reporting obligations under the Exchange Act. If we were to terminate our registration and suspend our reporting obligations under the Exchange Act, we would no longer be required to comply with U.S. public company disclosure requirements under the Exchange Act, including, but not limited to, annual and quarterly report filings, proxy statement filings and filings by insiders to disclose the acquisition and disposition of our securities.

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Stockholders may experiencehave experienced dilution of their ownership interests because ofupon the future issuance of additional shares of our common stock or securities convertible into shares of our common stock.

In the future, weWe may issue additional equity securities in capital raising transactions or otherwise, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 120,000,000 shares of capital stock consisting of 79,999,997 shares of common stock, two shares of a class of preferred stock (which were redeemed in accordance with their terms and may not be reissued), one share of a class of special stock and 40,000,000 shares of blank-checkblank check preferred stock. As of December 31, 2017,2023, there were 31,451,79638,199,386 shares of our common stock, and one share of special stock, and warrants to purchase 6,429,000 shares of our common stock outstanding. In connection with the Recapitalization Transactions, we issued 25,112,245 shares of common stock to the Company Investor and the 6,429,000 warrants were cancelled.

We have in the past and we may in the future raise additional capital through public or private offerings of our common stock or other securities that are convertible into or exercisable for our common stock. Any future issuance of our equity or equity-linked securities may dilute then-current stockholders’ ownership percentages and could also result in a decrease in the fair market value of our equity securities, because our assets would be owned by a larger pool of outstanding equity. We may need to raise additional capital through public or private offerings of our common stock or other securities that are convertible into or exercisable for our common stock. We may also issue such securities in connection with hiring or retaining employees and consultants, as payment to providers of goods and services, in connection with future acquisitions and investments, development, redevelopment and repositioning of assets, or for other business purposes. Our board of directors may at any time authorize the issuance of additional common stock without stockholder approval, unless the approval of our common stockholders is required by applicable law, rule or regulation, including NYSE American regulations, or our certificate of incorporation. The terms of preferred or other equity or equity-linked securities we may issue in future transactions may be more favorable to new investors, and may include dividend and/or liquidation preferences, anti-dilution protection, pre-emptive rights, superior voting rights and the issuance of warrants or other derivative securities, among other terms, which may have a further dilutive effect. Our previously outstanding warrants also contained these types of provisions. Also, the future issuance of any such additional shares of common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that any such future issuances will not be at a price or have conversion or exercise prices below the price at which shares of the common stock are then traded.

A decline in the price of our common stock, including as a result of a sale of a substantial number of shares of our common stock, may cause the price of our common stock to decline and may impair our ability to raise capital in the future.

A decline in the price of our common stock, whether as a result of market conditions, sales of a substantial number of shares of our common stock, or other reasons, may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate, which would impair our ability to raise capital.

Capital-raising transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell the shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock.

If our stockholders sell, or the market perceives that our stockholders intend to sell for various reasons, including the ending of restrictions on resale of substantial amounts of our common stock in the public market, including shares issued

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upon the exercise of outstanding options, the market price of our common stock could fall. A significant amount of restricted shares previously issued by us have been registered for resale on registration statements filed with the SEC.

In addition, sales of a substantial number of shares of our common stock may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate, which would impair our ability to raise capital.

More than 50%60% of our shares of common stock are currently controlled by fivethree of our stockholders who may have the ability to influence the election of directors and the outcome of matters submitted to our stockholders.

More than 50%60% of our shares of common stock are controlled by fivethree of our stockholders.stockholders, including over 40% of our common stock being owned by the Company Investor following the Recapitalization Transactions. As a result, these stockholders may have the ability to significantly influence the outcome of issues submitted to our stockholders for a vote. The interests of these stockholders may not always coincide with our interests or the interests of other stockholders, and they may act in a manner that advances their best interests and not necessarily those of other stockholders. The concentration of ownership could also deter unsolicited takeovers, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

The holder of our special stock hasand the rightInvestor each have rights to appoint a memberdirectors to our board of directors and, consequently, the ability to exert influence over us.

In connection with the investment in us by Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), a beneficial holder of 15.56% of our common stock, Third Avenue was issued one share of a class of special stock and our certificate of incorporation was amended to provide that, subject to the other terms and conditions of our certificate of incorporation, from the issuance of the one share of special stock and until the “Special Stock Ownership Threshold” of 2,345,000 shares of common stock is no longer satisfied, Third Avenue has the right to elect one director to the board of directors. In addition, pursuant to the terms of the Stock Purchase Agreement, upon the earlier of (i) the delisting of the Company’s common stock and (ii) three (3) months following the closing of the Recapitalization Transactions, the Company must take all action reasonably necessary to cause the board of directors to be reduced to five (5) members, constituted as follows: (i) two (2) members appointed by Investor, each of which may either be independent or interested, as determined by the Investor; (ii) two (2) members appointed by the Company, either or both of which may be current members of the board; and (iii) one (1) member to be mutually agreed upon and appointed by, the Company and Investor.As a result, this stockholderfor so long as these board appointment rights are in effect, Third Avenue and the Investor may be able to exert influence over our policies and management, potentially in a manner which may not be in our best interests or the best interests of the other stockholders, until such time as the Special Stock Ownership Threshold is no longer satisfied.stockholders.  

In order to protect our ability to utilize our NOLs and certain other tax attributes, our certificate of incorporation includes certain transfer restrictions with respect to our stock, which may limit the liquidity of our common stock.

To reduce the risk of a potential adverse effect on our ability to use our NOLs and certain other tax attributes for U.S. Federal income tax purposes, our certificate of incorporation contains certain transfer restrictions with respect to our stock by substantial stockholders. These restrictions may adversely affect the ability of certain holders of our common stock to dispose of or acquire shares of our common stock and may have an adverse impact on the liquidity of our stock generally.

We have not paid dividends on our common stock in the past and do not expect to pay dividends on our common stock for the foreseeable future. Any return on investment may be limited to the value of our common stock.

NoWe have never paid a cash dividends have been paiddividend on our common stock. We expect that any income received from operations will be devoted to our future operations and growth. We do not expect to pay cash dividends on our common stock in the near future. Payment of dividends in the future will depend upon our profitability at the time, cash available for those dividends, and such other factors as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on an investor’s investment will only occur if our stock price appreciates.

Our charter documents and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.

Our certificate of incorporation and bylaws and Delaware law contain provisions that could delay or prevent a change in control of us. These provisions could also make it more difficult for stockholders to elect directors and take other corporate

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actions. In addition to the matters identified in the risk factors above relating to the provisions of our certificate of incorporation, these provisions include:

These and other provisions in our certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price that investors might be willing to pay in the future for shares of common stock and result in the market price of the common stock being lower than it would be without these provisions.

Our certificate of incorporation designates the Court of Chancery in the State of Delaware as the exclusive forum for certain actions or proceedings that may be initiated by our stockholders, which could discourage claims or limit stockholders’ ability to make a claim against the Company, our directors, officers, and employees.

The Company’s certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on the Company’s behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against the Company arising pursuant to the Delaware General Corporation Law, the Company’s certificate of incorporation or bylaws; or any action asserting a claim against the Company that is governed by the internal affairs doctrine.  This provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and the Company’s stockholders will not be deemed to have waived the Company’s compliance with federal securities laws and the rules and regulations thereunder.

The exclusive forum provision may discourage claims or limit stockholders’ ability to submit claims in a judicial forum that they find favorable and may create additional costs as a result. If a court were to determine the exclusive forum provision to be inapplicable and unenforceable in an action, we may incur additional costs in conjunction with our efforts to resolve the dispute in an alternative jurisdiction, which could have a negative impact on our results of operations.

Because we are a U.S. real property holding corporation, non-U.S. holders of our common stock could be subject to U.S. federal income tax on the gain from its sale, exchange or other disposition.

Because we are a U.S. real property holding corporation, which we refer to as "USRPHC," under the Foreign Investment in Real Property Tax Act of 1980 and applicable U.S. Treasury regulations, which we refer to collectively as the "FIRPTA Rules," unless an exception applies, certain non-U.S. investors in our common stock could be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of shares of our common stock, and such non-U.S. investors could be required to file a United States federal income tax return. In addition, the purchaser of such common stock may be required to withhold 15% of the purchase price and remit such amount to the U.S. Internal Revenue Service.

Under the FIRPTA Rules, we are a USRPHC because our interests in U.S. real property comprise at least 50% of the fair market value of our assets. Our common stock trades on the NYSE American. So long as it continues to do so, and is regularly quoted by brokers or dealers making a market in our common stock, our common stock will be treated as "regularly traded on an established securities market" (within the meaning of the FIRPTA Rules). As a result, (i) a non-U.S. investor who, actually or constructively, holds no more than 5% of our common stock would not be subject to U.S. federal income tax on the gain from the sale, exchange or other disposition of our common stock under the FIRPTA Rules, and (ii) a purchaser of such stock from a non-U.S. investor would not be required to withhold any portion of the purchase price of such stock, regardless of the percentage of our common stock held by such non-U.S. investor. Any of our common stockholders that are non-U.S. persons should consult their tax advisors to determine the consequences of investing in our common stock.

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None.

Item 1C.    CYBERSECURITY

Risk management and strategy

Our accounting and financial reporting platforms and related systems, and those that we, or our third-party service providers, offer to our tenants are necessary for the operation of our business. We use these platforms and systems, among others, to manage our tenant relationships, for accounting and financial reporting, and for other recordkeeping purposes. Our business operations and financial reporting rely on the secure collection, storage, transmission, and other processing of proprietary, confidential, and sensitive data.

We have implemented and maintain various information security processes designed to identify, assess and manage material risks from cybersecurity threats to our critical computer networks, third-party hosted services, hardware and software, and our critical data, including financial information and other confidential information that is proprietary, strategic or competitive in nature, and tenant data (“Information Systems and Data”).

We rely on our management and third-party service providers to manage any perceived cybersecurity threats and risks. Depending on the environment, we implement and maintain various technical, physical, and organizational measures, processes, standards, and/or policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including incident detection and response, internal controls within our accounting and financial reporting functions, network security controls, access controls, physical security, systems monitoring, and employee training.

We work with third parties from time to time that assist us in identifying, assessing, and managing cybersecurity risks, including professional services firms and information technology consulting and support firms. To operate our business, we utilize certain third-party service providers to perform a significant portion of our critical functions. We seek to engage reliable, reputable service providers that maintain cybersecurity programs. To address risks associated with third-party service providers, we will review and assess the cybersecurity controls of our third-party service providers and make changes to our business processes to manage these risks. This approach is designed to mitigate risks related to data breach or other security incidents originating from third-party service providers.

We are not aware of any risks from cybersecurity threats, including as a result of any cybersecurity incidents, which have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition.

Governance

The Board holds oversight responsibility over our strategy and risk management, including material risks related to cybersecurity threats. This oversight is executed directly by the Board through management. Our management, represented by our Chief Financial Officer, Steven Kahn, leads our cybersecurity risk assessment and management processes and oversees their implementation and maintenance. Mr. Kahn is an experienced compliance and risk management professional and has served as Chief Financial Officer since September 2015. Mr. Kahn currently oversees key functions for the Company’s accounting, finance, and treasury strategies, including risk management. In addition, Mr. Kahn leads our cybersecurity risk oversight and the development and enhancement of internal controls designed to prevent, detect, address, and mitigate the risk of cyber incidents. Our management will report any serious cybersecurity incidents to our Board.

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building wasis leased pursuant to a short-term license agreement to Restoration Hardware Holdings, Inc. (NYSE: RH) (“Restoration Hardware”) from October 15, 2015pursuant to February 29, 2016 when the tenant vacated the property. Subsequently, we entered into a new twelve month license agreement with Restoration Hardware that began on June 1, 2016, which is terminable upon one month’sthree months’ notice, to the other party, and which has since been extendedcurrently is scheduled to end on March 31, 2019.2025.  The outparcel building iswas leased tounder a short-term license agreement with a tenant whose lease expiresbegan on March 31, 2019. The tenant has been in the space since 1996.October 1, 2023 and ends July 30, 2024.  The land area of the Paramus property consists of approximately 292,000 square feet, or approximately 6.7 acres. We have entered into an option agreementare currently exploring options with Carmax (NYSE:KMX), pursuantrespect to which Carmax will constructthe Paramus property, including development, redevelopment or sale, among others.

(3) 237 11^th Street.In 2018, we acquired a new105-unit, 12-story multi-family apartment building after we obtain approvals and demolish the existing buildings. The option agreement includesencompassing approximately 93,000 gross square feet (approximately 80,000 rentable square feet) located at 237 11^th Street, Park Slope, Brooklyn, New York for a fully negotiated lease agreement. Thispurchase price of $81.2 million, excluding transaction is subject to town approvals based on the potential tenant’s intended use of the site.

(3)West Palm Beach Property. The West Palm Beach property consists of a one-story neighborhood retail strip center that is comprisedcosts of approximately 112,000$0.7 million. The property also includes 6,264 square feet of rentable area,retail space, all of which includes three outparcel locations with approximately 11,000 combined square feet. The land areais leased to Starbucks Inc. (NQGS:SBUX), an oral surgeon and a health and wellness tenant. Located on the border of the West Palm BeachPark Slope and Gowanus neighborhoods of Brooklyn, the property consists of approximately 515,000 square feet, or approximately 11.8 acres. Our redevelopment and repositioning ofis located one block from the center is complete. We will incur additional lease-up costs as the current vacancies are filled. Our two largest tenants are Walmart Marketplace, with 41,662 square feet of space and Tire Kingdom, a national credit tenant who took possession of a 5,400 square feet outparcel.

(4)223 North 84th Avenue/9th Street subway station. The 237 11^th Street. Through a joint venture with Pacolet Milliken Enterprises, Inc., we own a 50% interestproperty offers an array of modern amenities that surpass what is available in the entity formed to acquire and operateneighborhood’s “brownstone” housing stock. The Berkley, a newly constructed 95-unit multi-family property encompassing approximately 99,000 gross square feet (65,000 rentable square feet) on 223 North 8^th Street in North Williamsburg, Brooklyn, New York. The Berkley is in close proximity to public transportation and offers a full amenity package. Apartments feature top-of-the-line unit finishes, central air conditioning and heating and most units have private outdoor space. The propertyalso benefits from a 25-year15-year Section 421-a real estate tax exemption. Although all apartments are market rate units, they are subject to New York City’s rent stabilization law during the remaining term of the Section 421-a real estate tax exemption. Due to the approval of the Gowanus up-zoning, this property benefitted to the extent of approximately 30,000 square feet of air rights.

Lease Expirations

Due to water damage in apartment units and other property at 237 11^th resulting from construction defects which we believe were concealed by the prior ownership team and its contractor, we submitted a notice of claim to our insurance carrier for property damage and business interruption (lost revenue) in September 2018.  The following chart showsinsurance carrier subsequently disclaimed coverage for the tenancy,losses and we filed a complaint against the carrier alleging that it breached the insurance policy by yeardenying coverage. We also filed legal claims against the seller, its parent company, and the general contractor to recover damages arising from defective construction of lease expiration,the building, including defects that resulted in water damage as well as other defects. In addition, the general contractor impleaded into that litigation several subcontractors who performed work on the property. Management expects that TPHGreenwich will recover some portion of our retail propertiesthe cost incurred to repair the property through the litigations and/or settlement negotiations with the seller, its parent company, the general contractor, the subcontractors, and the insurance carrier, although the amount of damages that may be recoverable in litigation and/or potential settlement negotiations are uncertain at this time, as is the timing of receipt of any such payments. TPHGreenwich will continue to pursue all legal remedies.  We incurred significant cash outflows for all tenantscosts associated with these repairs and remediation, which commenced in placeSeptember 2019 and were completed as of December 31, 2017, excluding2021.  

Lease Expirations

As of December 31, 2023, we have one retail license at our Paramus property encompassing 73,000 square feet of leased space with annualized rent of $540,000 per year and expiring in March 2025 and a short-term license for the license agreementoutparcel building began October 1, 2023 and expiring in July 2024.  We also have a retail lease at the 237 11^th property encompassing 2,006 square feet of leased space with Restoration Hardware (dollarsannualized rent of $130,000 per year that expires in thousands):

2027, a second retail lease at the 237 11^th property encompassing 1,074 square feet of leased space with average annualized rent of $94,506 per year that expires in 2036 and a third retail lease at the 237 11^th property encompassing 2,208 square feet of leased space with average annualized rent of $153,366 per year that expires in 2032.  We also have a retail lease at 77 Greenwich encompassing 1,061 square feet of leased space with an average annualized rent of $88,085 per year that expires in 2034. All our other leases are residential leases most of which expire within twelve or twenty-four months of the commencement date.

Corporate Headquarters

We lease ourThe Company leases its corporate headquarters in New York, New York (approximately 6,271 square feet). The lease expires in March 2025.

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WeIn the normal course of business, we are a party to routine legal proceedings, which are primarily incidental to our former business. Some of the actions to which we are a party are covered by insurance and are being defended or reimbursed by our insurance carriers.proceedings. Based on an analysis performed by our actuaryadvice of counsel and available information, including current status or stage of proceedings, and taking into account accruals where they have been established, management currently believes that any liabilities ultimately resulting from this routine litigation we are currently involved in will not, individually or in the aggregate, have a material adverse effect on our consolidated financial position, or results of operations.

Additionally, as discussed in Item 1. Business, on January 18, 2018, the Reorganized Debtors filed with the Bankruptcy Court a motion (the “Motion”) for entry of the Final Decree (i) closing the chapter 11 cases of the Reorganized Debtors; (ii) terminating the services of the claims and noticing agent; and (iii) retaining the Bankruptcy Court’s jurisdiction as provided for in the Plan, including to enforceoperations or interpret its own orders pertaining to the chapter 11 cases including, but not limited to, the Plan and Final Decree. On the same date, the Reorganized Debtors filed a Final Report in support of the Motion. On February 6, 2018, the Bankruptcy Court entered the Final Decree pursuant to which the chapter 11 cases of the Reorganized Debtors were closed.liquidity.

Not applicable.

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PART II

On December 21, 2015 ourOur common stock began tradingtrades on the NYSE American. The trading symbol of our common stock is “TPHS”.

The following table summarizes the quarterly high and low sales prices per share of the common stock as reported in the NYSE American for the years ended December 31, 2017 and December 31, 2016, respectively.

Outstanding Common Stock and Holders

As of March 15, 2018,29, 2024, we had 36,984,75370,736,447 shares issued and 31,554,64363,793,850 shares outstanding and there were approximately 177134 record holders of our common stock.

Dividends

No dividends were paid during either of the years ended December 31, 2017 and December 31, 2016.

Recent Sales of Unregistered Securities

None.

In accordance with the terms of the employment agreement between us and Matthew Messinger, our President and Chief Executive Officer, on December 29, 2017, Mr. Messinger was granted 30,000 restricted stock unit awards (the “RSU Awards”). The issuance of the RSU Awards was exempt from registration pursuant to Section 4(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

None.

Item 6.      (RESERVED)

We did not repurchase any stock during the year ended December 31, 2017.​

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Performance Graph

The following graph is a comparison of the cumulative return of our shares of common stock from January 1, 2013 through December 31, 2017, the Standard & Poor’s 500 Index (the “S&P 500 Index”) and the FTSE National Association of Real Estate Investment Trusts’ (“NAREIT”) All Equity Index, a peer group index. The graph assumes that $100 was invested on January 1, 2013 in our shares of common stock, the S&P 500 Index and the NAREIT All Equity Index and assumes the reinvestment of all dividends (if applicable), and that no commissions were paid. There can be no assurance that the performance of our shares will continue in line with the same or similar trends depicted in the graph below.

The following table sets forth our selected financial data and should be read in conjunction with our Financial Statements and notes thereto included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

The below selected financial data does not include any information prior to February 10, 2015 as we were reporting on the liquidation basis of accounting during the periods prior to February 10, 2015. Under the liquidation basis of accounting, assets are stated at their net realizable value, liabilities are stated at their net settlement amount and estimated costs over the period of liquidation are accrued to the extent reasonably determinable. Our accounting basis reverted to the going concern basis of accounting on February 10, 2015, resulting in all remaining assets and liabilities at that date being adjusted to their net book value less an adjustment for depreciation and/or amortization calculated from the date we entered liquidation through the date we emerged from liquidation. Accordingly, this change in accounting basis resulted in a decrease in the reporting basis of the respective assets and liabilities. Also on November 12, 2015, our Board of Directors approved a change to our fiscal year end from the Saturday closest to the last day of February to a December 31 calendar year end, effective with the year ended December 31, 2015. The period that resulted from this change is March 1, 2015 to December 31, 2015. Because the bases of accounting are non-comparable to each other as well as due to the change in our fiscal year, we are not reporting selected financial data for the periods prior to February 10, 2015.

The following discussion related to our consolidated financial statements should be read in conjunction with the financial statements appearing in Item 8 of this Annual Report on Form 10-K. A detailed discussion of the results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 is not included herein and can be found in the Management's Discussion and Analysis section in the 2022 Annual Report on Form 10-K filed with the SEC on March 31, 2023.

Overview

Overview

Trinity Place Holdings Inc. (“Trinity”, “we”, “our”, or “us”) isWe are a real estate holding, investment, development and asset management company. Our business is primarily

Prior to acquire, invest in, own, manage, develop or redevelop and sell real estate assets and/or real estate related securities.

Transactions, Development and Other Activities During 2017

77 Greenwich

Environmental remediation and demolition was completed in the third quarter of 2017, and excavation and foundation work has begun. On December 22, 2017, we entered into a $189.5 million construction loan agreement. We will draw down proceeds available to us as costs related to the construction are incurred for 77 Greenwich over the next few years, in addition to equity already funded by us and future contributions by the SCA. In conjunction with the closing of the construction loan, we repaidRecapitalization Transactions on February 14, 2024, our real estate assets and related liabilities were held by the Company, indirectly through wholly-owned subsidiaries, and following the Recapitalization Transactions, our real estate assets and related liabilities are held through TPHGreenwich, which is owned 95% by the Company, with an affiliate of the lender under the Company’s Corporate Credit Facility owning a 5% interest in, fulland acting as manager of, such entity.  These real estate assets include (i) 77 Greenwich, (ii) 237 11^th, and (iii) the outstanding balance, including accrued interest,Paramus Property.  See Item 2. Properties above for a more detailed description of these properties. We also control a variety of intellectual property assets focused on the consumer sector, a legacy of our loan from Sterling National Bank in the aggregate amountpredecessor, Syms.  In addition, we also had approximately $316.6 million of $40.1 million. The balance outstanding under this new construction loan agreement was $32.3 millionfederal NOLs at December 31, 20172023, as well as approximately $318.3 million of various state and $36.5 million atlocal NOLs, which can be used to reduce our future taxable income and capital gains.

Recapitalization Transactions

On February 28, 2018.

Through a wholly-owned subsidiary,14, 2024, we also entered into an agreement withconsummated the SCA, whereby we will construct a school that will be sold to the SCA as part of our condominium development at the 77 Greenwich property. Pursuant to the agreement, the SCA will pay us $41.5 million which has been allocated to land and reimburse us for the costs associated with constructing the school (including a construction supervision fee of approximately $5.0 million). Payments for construction will be madeRecapitalization Transactions contemplated by the SCA toStock Purchase Agreement between the general contractor in installments as construction on their condominium progresses. Payments forCompany, the landCompany Investor and development fee will be received starting in January 2018 through September 2019. Upon Substantial Completion, as defined, the SCA shall purchase the school condominium unit. We are required to substantially complete construction of the school by September 6, 2023. To secure our obligations, the 77 Greenwich property has been ground leased to the SCA and leased back to us until title to the school is transferred to the SCA. We have also guaranteed certain obligations with respect to the construction. The condominium apartments along with the subway improvements are currently scheduled to be completed by year end 2020.

Although there can be no assurances, we currently anticipate that the proceeds available under the construction loan, together with equity funded by us to date and future contributions by the SCA, will be sufficient to finance the construction and development of 77 Greenwich without us making any further equity contributions.

Acquisitions and Divestitures

On September 8, 2017, we entered into an agreementJV Investor, pursuant to which we acquired an option to purchase a newly built 105-unit, 12 story apartment building located at 237 11th Street, Brooklyn, New York(i) the Company Investor purchased 25,112,245 shares of common stock for a purchase price of $81.0 million.  We exercised$0.30 per share, (ii) the option on March 9, 2018. We paid an initial deposit of $8.1 million upon enteringCompany and the JV Investor entered into the agreement. The purchase price will be funded through acquisition financing and cash on hand. Following the closing andJV Operating Agreement, pursuant to which the JV Investor was appointed the initial manager of, and acquired a separate agreement, an affiliatefive percent (5%) interest in, TPHGreenwich, as described in more detail in “Item 1. Business”, and which JV continues to own, indirectly, all of the seller may continue to managereal property assets and promote the 237 11^th Street property for a limited period and an affiliate of such manager will have the ability to receive an additional payment based on the performanceliabilities of the propertyCompany, and (iii) TPHGreenwich entered into the Asset Management Agreement with the TPH Manager, our wholly-owned subsidiary, pursuant to which TPHGreenwich hired the TPH Manager to act as it relates to revenues and concessions and other expenses during such period, which is currently estimated to be up to approximately 1%initial asset manager for TPHGreenwich for an annual management fee, as described in

Table of the purchase price. The acquisition of the 237 11^th Street property, which is subject to customary closing conditions, is expected to closeContents

more detail in the spring of 2018.“Item 1. Business”.

In August 2017, we sold our property located in Westbury, New York for a gross sale price of $16.0 million. The sale resulted in a gain of $3.9 million and generated approximately $15.2 million in net proceeds to us.

EquityUnder this Recapitalization Transactions,

On February 14, 2017, we issued an aggregate of 3,585,000 shares of common stock in a private placement at a purchase price of $7.50 per share, and received gross proceeds of $26.9 million (the “Private Placement”). On April 5, 2017, we issued an aggregate of 1,884,564 shares of common stock in a rights offering at a purchase price of $7.50 per share and received gross proceeds of $14.1 million (the “Rights Offering”). We have been using the proceeds from the private placement and the Rights Offering for the development of 77 Greenwich, potential new real estate acquisitionsassets and investment opportunities and for working capital.

Secured Debt Transactions

On February 22, 2017, we entered into two secured lines of credit for an aggregate of $12.0 million, with Sterling National Bankrelated liabilities as well as the lender, which were secured by our properties locatedCorporate Credit Facility became part of TPHGreenwich, with the Company retaining the substantial federal, state and local tax NOLs, intellectual property and a 95% equity interest in Paramus, New Jersey, and Westbury, New York, respectively, and had an originalTPHGreenwich. In addition, the maturity date of February 22, 2018. On August 4, 2017,each of the 77G Mortgage Loan and 77G Mezzanine Loan for 77 Greenwich was extended to October 23, 2025 with an option to extend for an additional year, and the maturity date of the Corporate Credit Facility was extended to June 30, 2026.

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We believe that the Recapitalization Transactions allow for an improved structure for a new investor to invest in the Company, which is less complex as a result of the real estate assets and substantially all liabilities being off-balance sheet. In addition, the parties agreed to certain provisions in the Stock Purchase Agreement to accommodate a new strategic partner that may invest in the Company.

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We believe that the closing of the Recapitalization Transactions has put the Company on a stronger financial footing. As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.

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Management’s Plans and Objectives

Following the Recapitalization Transactions, our primary business is owning over $600 million of federal, and various state and local NOLs and a variety of intellectual property assets focused on the consumer sector, as well as a 95% interest in TPHGreenwich and acting as asset manager for the properties owned by TPHGreenwich.  With the Company now unencumbered by its real estate and related liabilities, we continue to focus on exploring a range of strategic and financing alternatives to maximize stockholder value and to engage with parties that have expressed interest in the Company’s attributes and assets and may see the Company as a potential vehicle for growth, with potential opportunities to recapitalize the Company at a lower cost of capital.  The Company has engaged the Advisors in connection with the saleour strategic review process and to assist us in identifying and evaluating potential alternatives, including among others securing an equity and/or debt financing of the Westbury, New York property,Company, refinancing of existing debt, and/or a sale or merger or reverse merger of the $2.9 million line of creditCompany. There is no assurance that was secured by this property, and which was undrawn, maturedwe will be successful in consummating any such strategic transaction on that date. The $9.1 million line of credit, which is secured by the Paramus, New Jersey property, was increasedterms or a timeframe acceptable to $11.0 million in September 2017, and we extended the maturity date to February 22, 2019. The line of credit bears interest, for drawn amounts only,us or at 100 basis points over Prime (as defined in the loan agreement), with a floor of 3.75%, and is pre-payable at any time without penalty. As of December 31, 2017 and March 15, 2018, this line of credit was undrawn and the full $11 million was available.

Other Developments/Redevelopments

We extended short-term lease and license agreements with our retail tenants at our Paramus property in order to mitigate our carry costs while we evaluate a variety of opportunities.

all.

Results of Operations

Results of Operations for the Year Ended December 31, 20172023 Compared to the Year Ended December 31, 2016

The discussion below includes revenue and expenses from the Westbury, New York property as of May 8, 2017 when the property was classified as an asset held for sale through its date of sale on August 4, 2017. In prior periods, this property’s revenues and expenses were capitalized as the property was considered as real estate under development.

2022

Rental revenues were relatively flatin total increased by approximately $440,000 to $5.9 million for the yearsyear ended December 31, 2017 and December 31, 2016, at $1.3 million. Tenant reimbursements increased by $34,000 to $575,0002023 from $5.5 million for the year ended December 31, 2017 from $541,000 for the year ended December 31, 2016. The2022. This consisted of an increase in tenant reimbursements was mainly due to increased tenancy for the full year in 2017 as compared to 2016 at the West Palm Beach, Florida property, as well as the inclusionrent revenues of the revenues at the Westbury, New York property, partially offset by the reconciliation of real estate tax recoveries in 2016 for certain tenants whose leases commenced in 2015.

Property operating expenses increased by $109,000 to $733,000 for the year ended December 31, 2017 from $624,000 for the year ended December 31, 2016. These amounts consisted of costs incurred for maintenance and repairs, utilities and general operating expenses at our West Palm Beach, Florida property and the Westbury, New York property. The increase was mainly due to the increased tenancy at the West Palm Beach, Florida property and the inclusion of the Westbury, New York property.

Real estate tax expense increased by $192,000 to $467,000 for the year ended December 31, 2017 from $275,000 for the year ended December 31, 2016. The increase related to increased real estate taxes at the West Palm Beach, Florida property and inclusion of the Westbury, New York property.

General and administrative expenses decreased by approximately $1.6 million$469,000 to $5.8 million for the year ended December 31, 20172023 from approximately $7.4$5.3 million for the year ended December 31, 2016.2022, as well as a decrease in tenant reimbursements of approximately $29,000 to $196,000 for the year ended December 31, 2023 from $225,000 for the year ended December 31, 2022. The increase in total rental revenues and its related components was due to higher base rents and fewer rent concessions at 237 11^th during the year ended December 31, 2023 compared to the year ended December 31, 2022 due to completion of remediation of the construction related defects in December 2021.  

Other income decreased slightly by approximately $5,000 to $177,000 for the year ended December 31, 2023 from $182,000 for the year ended December 31, 2022.  This decrease is due to a decrease in the SCA’s construction supervision fee partially offset by a contractual payment received as a result of the cancelation of the purchase and sale agreement for the Paramus, New Jersey property in January 2023.

Sales of residential condominium units at 77 Greenwich decreased by approximately $9.8 million to $27.5 million for the year ended December 31, 2023 from $37.3 million for the year ended December 31, 2022.  We closed on 10 and 14 residential condominium units during the year ended December 31, 2023 and 2022, respectively. Units that we closed during 2022 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

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Property operating expenses decreased by approximately $231,000 to $4.0 million for the year ended December 31, 2023 from $4.2 million for the year ended December 31, 2022. The decrease was principally due to lower marketing expenses related to sales of condominiums at 77 Greenwich partially offset by increased legal expenses associated with the ongoing legal claims against the seller of the property at 237 11^th, as well as less capitalized operating costs associated with 77 Greenwich during the year ended December 31, 2023 compared to the year ended December 31, 2022.  Property operating expenses consisted primarily of expenses incurred for utilities, payroll and general operating expenses as well as repairs and maintenance and leasing commission at 237 11^th, general operating expenses at 77 Greenwich, including marketing costs, and to a lesser extent expenses related to the Paramus, New Jersey property.

Real estate tax expense increased by approximately $658,000 to $2.4 million for the year ended December 31, 2023 from $1.7 million for the year ended December 31, 2022.  This increase was mainly due increased real estate tax rates at 77 Greenwich as well as less capitalized real estate tax expenses for 77 Greenwich for the year ended December 31, 2023 as compare to the year ended December 31, 2022.  

General and administrative expenses increased by approximately $283,000 to $6.0 million for the year ended December 31, 2023 from $5.8 million for the year ended December 31, 2022. For the year ended December 31, 2017,2023, approximately $1.1 million$365,000 related to stock-based compensation, $2.0$2.6 million related to payroll and payroll related expenses, $1.7$1.8 million related to other corporate costsexpenses, including board fees, corporate office rent and insurance and $1.0$1.3 million related to legal, accounting and other professional fees.  For the year ended December 31, 2016,2022, approximately $2.8 million$463,000 related to stock-based compensation, $1.6$2.6 million related to payroll and payroll related expenses, $1.5 million related to other corporate costsexpenses, including board fees, corporate office rent and insurance and $1.5$1.2 million related to legal, accounting and other professional fees. The overall decrease of approximately $1.6 million is mainly a result of a $1.7 million reduction in stock-based compensation related to restricted stock units (“RSUs”) that were granted in the first quarter of 2016, which included 99,000 RSU grants that vested immediately.​

TransactionPension related costs decreased by $160,000approximately $779,000 to $83,000income of $231,000 for the year ended December 31, 2017 from $243,0002023 compared to expense of $548,000 for the year ended December 31, 2016.2022. These costs represent professional fees and other periodic pension costs and adjustments incurred in connection with the legacy Syms Pension Plan (see Note 9 – Pension Plan to our consolidated financial statements for further information).

Cost of sales – residential condominium units decreased by approximately $8.0 million to $27.3 million for the year ended December 31, 2023 from $35.2 million for the year ended December 31, 2022. We closed on 10 and 14 residential condominium units during the year ended December 31, 2023 and 2022, respectively. Cost of sales consists of construction and capitalized operating costs that are allocated to the respective condominium units being sold, as well as closing costs of the residential condominium units.  Units that we closed during 2022 were generally lower priced, smaller units on the building’s lower floors, many of which entered into contract during the height of the pandemic.

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Transaction related costs increased by approximately $43,000 to $206,000 for the year ended December 31, 2023 from $163,000 for the year ended December 31, 2022.  These costs represent professional fees and other costs incurred in connection with formation activities and the underwriting and evaluation of potential acquisitions and investments for dealstransactions that were not consummated. The decrease is also due to the adoption of a new accounting standard in 2017 that providesconsummated, as well as costs for the capitalization of costs relating to acquisitionspotential leases at our retail properties that were expensed prior to January 1, 2017 (see Note 2 – Summary of Significant Accounting Policies – Accounting Standards Update).not consummated.

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Depreciation and amortization expense increaseddecreased by approximately $87,000$279,000 to $544,000 for the year ended December 31, 2017 from approximately $457,000 for the year ended December 31, 2016. For the year ended December 31, 2017, approximately $246,000 related to depreciation for the West Palm Beach, Florida property, approximately $3,000 related to computers and furniture and fixtures, and approximately $295,000 related to the amortization of trademarks and lease commissions. For the year ended December 31, 2016, approximately $205,000 related to depreciation for the West Palm Beach, Florida property and approximately $252,000 related to the amortization of trademarks and lease commissions. The increase in depreciation and amortization expense for the year ended December 31, 2017 compared to December 31, 2016 was primarily attributable to depreciation commencing in June 2016 when the assets relating to redevelopment at the West Palm Beach, Florida location were placed in service.

Costs relating to demolished assets for the year ended December 31, 2017 was approximately $3.4 million. This related to the 77 Greenwich property’s acceleration of depreciation of the building and building improvements and the demolition costs at 77 Greenwich which was accelerated due to the completion of demolition of the 57,000 square foot six-story commercial building in 2017.

Operating loss increased by approximately $2.0 million to $9.2$3.7 million for the year ended December 31, 20172023 from $7.2$4.0 million for the year ended December 31, 2016 as a result2022.  For the year ended December 31, 2023, depreciation and amortization expense consisted of depreciation for the changes in revenuesParamus, New Jersey property of approximately $835,000, depreciation for 237 11^th of approximately $1.7 million, the amortization of lease commissions and operating expenses as described above.

acquired in-place leases of approximately $770,000 for 237 11^th, and amortization of warrants for $456,000.  For the year ended December 31, 2022, depreciation and amortization expense consisted of depreciation for the Paramus, New Jersey property of approximately $1.1 million, depreciation for 237 11^th of approximately $1.7 million, the amortization of lease commissions and acquired in-place leases of approximately $770,000 for 237 11^th, and amortization of warrants of approximately $456,000.

Equity in net loss from unconsolidated joint ventureventures increased by approximately $749,000$808,000 to $1.1 million$4,000 for the year ended December 31, 2017 compared to approximately $308,0002023 from equity in net income of $804,000 for the year ended December 31, 2016. This represents2022. Equity in net loss from unconsolidated joint ventures represented our 10% share in 250 North 10^th, which was sold in February 2023, and our 50% share in the joint venture of the newly constructed 95-unit multi-family propertyThe Berkley, which was sold in Brooklyn, New York purchased on December 5, 2016.April 2022. For the year ended December 31, 20172023, our share of the net loss is

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primarily comprised of operating income before depreciation of $121,000 offset by depreciation and amortization of $77,000 and interest expense of $48,000 for 250 North 10^th.   For the year ended December 31, 2022, our share of the net income is primarily comprised of operating income before depreciation of $1.2$1.0 million offset by depreciation and amortization of $1.5 million,$774,000, interest expense of $726,000$430,000, gain from the change in the fair market value of the interest rate swap of $77,000 and other expensesa gain on the settlement of $6,000.the interest rate swap of $1.0 million upon the sale of The Berkley in April 2022.  

Equity in net gain on sale of unconsolidated joint venture property represents the February 2023 sale of our interest in the joint venture that owned 250 North 10^th  to our joint venture partner resulting in net proceeds of approximately $1.2 million after repayment of our Partner Loan, where we recognized an approximate $3.1 million gain, and in April 2022 the sale of The Berkley property with our joint venture partner for a sale price of $70.8 million, where our share of the gain was approximately $4.5 million.  

Unrealized gain on warrants decreased by approximately $997,000 to $73,000 for the year ended December 31, 2023 from $1.1 million for the year ended December 31, 2022. This represents the change in the fair market valuation of the warrants due mainly to the change in our stock price on the measurement date.

Interest expense, net increased by approximately $13.5 million to $29.2 million for the year ended December 31, 2023 from $15.7 million for the year ended December 31, 2022. For the year ended December 31, 2016 our share2023, there was approximately $29.9 million of the loss is primarily due to one-time transaction related costsgross interest expense incurred, $689,000 of $198,000 and depreciation and amortization of $110,000.

Interest income, net increased by approximately $173,000 to $215,000which was capitalized into residential condominium units for the year ended December 31, 2017 from approximately $42,000 for the year ended December 31, 2016.sale. For the year ended December 31, 2017,2022, there was approximately $2.5$20.6 million of gross interest expense incurred, all$4.9 million of which was capitalized and $215,000 of interest income. For the year ended December 31, 2016, there was approximately $2.1 million of gross interest incurred, of which there was approximately $1.9 million of capitalized interest, and $223,000 of interest income.into residential condominium units for sale.  The increase in gross interest income, net, for the year endedexpense was mainly due to higher overall interest rates on our loans after December 31, 2017 of $173,000 is primarily attributable to a higher percent of capitalized interest for the year ended December 31, 2017 compared to the year ended December 31, 2016.

2022.

Interest expense - amortization of deferred finance costs were $0 for the year ended December 31, 2017 comparedincreased approximately $578,000 to $98,000 for the year ended December 31, 2016. For the year ended December 31, 2017, all $742,000 of amortization of debt issuance costs were capitalized to real estate under development. For the year ended December 31, 2016, $345,000 of the $443,000 of amortization was capitalized to real estate under development.

We recorded an adjustment to our claims liability for the year ended December 31, 2017 of $1.0 million due to the settlement with our insurance carrier. We recorded an adjustment to our claims liability for the year ended December 31, 2016 of $132,000 which was due mainly to the positive settlement of the former Majority Shareholder liability.

Gain on sale of real estate for the year ended December 31, 2017 was approximately $3.9 million due to the sale of the Westbury, New York property on August 4, 2017 which generated approximately $15.2 million in net proceeds. No properties were sold during 2016.

We recorded an income tax benefit of approximately $3.1$3.0 million for the year ended December 31, 2017. This2023 from $2.5 million for the year ended December 31, 2022. The increase was principally due to the Tax Cuts and Jobs Actless capitalized amortization of 2017 (the “Act”) whereby Alternative Minimum Tax (“AMT”) credit carryforwards will be eligiblefinance costs for a 50% refund through tax years 2018 through 2020. Beginning in tax year 2021, any remaining AMT credit carryforwards would be 100% refundable. As a resultour loans as part of these new regulations, we have released our valuation allowance of $3.1 million formerly reserved against our AMT credit carryforwards. residential condominium units for sale.  

We recorded approximately $26,000 ina $183,000 tax expense for the year ended December 31, 2016.

2023 compared to $288,000 for the year ended December 31, 2022.

Net loss availableattributable to common stockholders decreasedincreased by $5.4approximately $18.3 million to $2.0$39.0 million for the year ended December 31, 20172023 from $7.4$20.7 million for the year ended December 31, 2016 as2022.  This is a result of the changes in revenue and expenses detailed above.

Results of Operations for the Year Ended December 31, 2016 Compared to the Ten-Month Period from March 1, 2015 through December 31, 2015

Our fiscal year and that of our predecessor was historically a 52-week or 53-week period ending on the Saturday on or nearest to February 28. On November 12, 2015, our Board of Directors approved a change to a December 31 calendar year end, effective with the year ended December 31, 2015. The transition period that resulted from this change was March 1, 2015 to December 31, 2015. Because the bases of accounting are non-comparable to each other as well as due to the change in our fiscal year, we are excluding all information from the period prior to February 10, 2015 from any disclosure or discussion. Due to the change in our fiscal year end, the comparable period presented only covers the ten-month period from March 1, 2015 to December 31, 2015, which is a shorter period than the twelve months ended December 31, 2016 and thus is not directly comparable.

Total rental revenues and tenant reimbursement revenues for the year ended December 31, 2016 were approximately $1.9 million. Total revenues for the ten-month period ended December 31, 2015 were approximately $841,000. These amounts represent rental revenues and tenant expense reimbursements from our West Palm Beach, Florida and Paramus, New Jersey properties. The relative increase was mainlydiscussed above, principally due to the increased occupancy at the West Palm Beach property since June 2016.

Property operating expenses for the year ended December 31, 2016 were approximately $624,000. Property operating expenses for the ten-month period ended December 31, 2015 were approximately $576,000. These amounts consisted of costs incurred for maintenance and repairs, utilities and general operating expenses at our West Palm Beach, Florida property.

Real estate tax expense for the year ended December 31, 2016 was approximately $275,000 for the West Palm Beach, Florida property. Real estate tax expense for the ten-month period ended December 31, 2015 was approximately $165,000, primarily for the West Palm Beach, Florida property.

General and administrative expenses for the year ended December 31, 2016 were approximately $7.4 million. Of this amount, approximately $2.8 million related to stock-based compensation, $1.6 million related to payroll and payroll related expenses, $1.5 million related to other corporate costs including board fees, corporate office rent and insurance and $1.5 million related to legal, accounting and other professional fees. General and administrative expenses for the ten-month period ended December 31, 2015 were approximately $6.5 million. Of this amount, approximately $1.4 million related to stock-based compensation, $1.5 million related to payroll and payroll related costs, $1.4 million related to other corporate costs including board fees, corporate office rent and insurance and $2.2 million related to legal, accounting and other professional fees. The total increase of $0.9 million in general and administrative expenses from 2015 mainly related to the vesting of stock-based compensation related to RSU grants from the December 2015 rights offering.

Transaction related costs of $243,000 for the year ended December 31, 2016 represent professional fees and other costs incurred in connection with formation activities and underwriting and evaluating potential acquisitions and investments which are required to be expensed in accordance with the accounting for business combinations.

Depreciation and amortization expenses for the year ended December 31, 2016 were approximately $457,000. These costs consisted of depreciation for the West Palm Beach, Florida property of approximately $205,000 and the amortization of trademarks and lease commissions of approximately $252,000. Depreciation and amortization expenses for the ten-month period ended December 31, 2015 were approximately $309,000. These costs consisted of depreciation for the West Palm Beach, Florida property of $122,000, as well as amortization of trademarks and deferred financing costs of $187,000.

Operating loss for the year ended December 31, 2016 was approximately $7.2 million. Operating loss for the ten-month period ended December 31, 2015 was approximately $6.7 million.

Equity in net loss of unconsolidated joint venture for the year ended December 31, 2016 was approximately $308,000. This amount represents our 50% share in the joint venture of the newly constructed 95-unit multi-family property in Brooklyn, New York purchased on December 5, 2016. Our share of the loss is primarily due to one-time transaction related costs of $198,000 and depreciation and amortization of $110,000.

Interest income, net, for the year ended December 31, 2016 was approximately $42,000, which consisted of $2.1 million of gross interest expense, offset by $1.9 million of capitalized interest and $223,000 of interest income. Interest expense, net, for the ten-month period ended December 31, 2015 was approximately $246,000 which consisted of $1.5 million of gross interest expense offset by $1.2 million of capitalized interest and $87,000 of interest income.

Interest expense-amortizationamortization of deferred finance costs for the year ended December 31, 2016 was approximately $98,000, which consisted of $443,000 of amortization of costs related to obtaining the loans encumberingand increased operating expenses at 77 Greenwich, as well as a smaller gain on the sale of our joint venture property in 2023 compared to 2022.  

Liquidity and West Palm Beach, Florida partially offset by $345,000Capital Resources

The COVID-19 pandemic and related matters, including government actions, delayed the completion date of capitalized costs. Interest expense-amortization of deferred finance costs for the ten-month period ended December 31, 2015 was approximately $63,000, which consisted of $291,000 of amortization of costs related to obtaining the loan encumbering 77 Greenwich, partially offset by $228,000resulting in our needing to fund condominium related carry costs, inclusive of capitalized costs.

We recorded an adjustment to our claims liability for the year ended December 31, 2016 of $132,000 which was due mainlyoperating costs and real estate taxes, through a delayed and longer sellout period. In addition, shifts in residential consumer sentiment and changes to the positive settlementbroader and local economies, have had a significant adverse impact on our business.  More recently, world events, the economic downturn, regional bank failures, an unprecedented rapid increase in interest rates, tighter lending standards and a corresponding decrease in lending, higher but moderating levels of inflation, and current financial market challenges have also materially adversely impacted our business.  While we believe many of these trends will reverse or stabilize over time, the former Majority Shareholder liability. We recorded an adjustment toNew York City economy and residential real estate markets have been negatively affected by these trends. Given our claims liability for the ten-month period ended December 31, 2015 of $557,000 which wasfocus on New York City residential real estate, our business has been materially adversely impacted.  

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Construction at 77 Greenwich has taken longer than projected due to the lower settlementimpact of certain claims.

We recorded approximately $26,000 in tax expensethe pandemic. Sales of residential condominiums at 77 Greenwich have been impeded due to broader economic conditions and outlook, including significantly higher interest rates and the ability to obtain financing due to tighter lending standards.  Ten residential condominium units were sold during 2023, for the year endeda total of 38 units as of December 31, 2016. We recorded tax expense for the ten-month period ended2023, and one additional unit since December 31, 2015 of approximately $67,000.

Net loss2023. The units that remain available to common stockholders forbe sold are larger, higher floor units.  The substantial majority of the year ended December 31, 2016 was approximately $7.4 million. Net loss available to common stockholders for the ten-month period ended December 31, 2015 was approximately $6.6 million.

Liquidity and Capital Resources

We currently expect that our principal sources of funds to meet our short-term and long-term liquidity requirements for working capital and funds for acquisition and development or redevelopment of properties, tenant improvements, leasing costs, and repayments of outstanding indebtedness will include:

Cash flow from operationsconstruction is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenantscompleted with exterior punch-list work and the level12^th floor terrace expected to be completed within the

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next few months.  Following the failure of Silicon Valley Bank in March 2023 and other costs.

subsequent additional bank failures and related stresses, the pace of signing and closing contracts on residential condominium units has slowed markedly, with seven contracts being closed since that time period.  Although we anticipate the pace will normalize to historical trends, predictions are inherently uncertain and there can be no assurances that it will do so in the near term or at all.

As of December 31, 2017,2023, we had total cash and restricted cash of $24.2$8.3 million, of which approximately $15.3 million$264,000 was cash and cash equivalents and approximately $8.9$8.1 million was restricted cash. As

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Material Cash Requirements

The Company’s material cash requirements include the following contractual and debt obligations outstanding as of December 31, 2016, we had total cash2023, which reflect the maturity dates of $8.4 million, of which approximately $4.7 million was cashthe loans and cash equivalentsCorporate Credit Facility pursuant to the Recapitalization Transactions, and, approximately $3.7 million was restricted cash. Restricted cash represents reserves required to be restrictedother than the Operating Lease and the guaranty under our loan agreements (see Note 10 – Loans Payable andthe Secured Line of Credit, to our consolidated financial statements), deposit on property acquisitions and tenant related security deposits. The increase in total cash during the year ended December 31, 2017 was primarily the resultbecame obligations of the Private Placement and the Rights Offering, in which we raised total net proceeds of approximately $40.6 million, as well as the sale of our Westbury, New York property, which generated approximately $15.2 million in net proceeds. The proceeds generated from these activities were partially offset by payments for operating expenses and pre-development and development activities. As of February 28, 2018, we had total cash of $33.6 million which is comprised of cash and cash equivalents of $25.4 million and restricted cash of $8.2 million.

On December 22, 2017, a wholly-owned subsidiary of ours closed on a $189.5 million construction loan facility for 77 Greenwich (the “77 Greenwich Construction Loan”). We will draw down proceeds availableTPHGreenwich subsequent to us as costs related to the construction are incurred for 77 Greenwich over the next few years. In connection with the closing of the 77 Greenwich Construction Loan on December 22, 2017, a portion of the proceeds on the closing date was used to pay in full the outstanding balance, including accrued interest, under our loan with Sterling National Bank, in an aggregate amount of $40.1 million. The balance of the 77 Greenwich Construction Loan was $32.3 million at December 31, 2017 and $36.5 million at February 28, 2018. The 77 Greenwich Construction Loan has a four-year term with one extension option for an additional year under certain circumstances. The collateral for the 77 Greenwich Construction Loan is Borrower’s fee interest in 77 Greenwich, which is the subject of a mortgage in favor of Lender. The 77 Greenwich Construction Loan will bear interest at a rate per annum equal to the greater of (i) 8.25% in excess of LIBOR and (ii) 9.25% (see Note 10 – Loans Payable and Secured Line of Credit to our consolidated financial statements for further discussion). Although there can be no assurances, we currently anticipate that the proceeds available under the 77 Greenwich Construction Loan, together with equity funded by us to date and future contributions by the SCA, will be sufficient to finance the construction and development of 77 Greenwich without us making any further equity contributions.

On February 22, 2017, we entered into two secured lines of credit for an aggregate of $12.0 million, with Sterling National Bank as the lender, which were secured by our properties located in Paramus, New Jersey, and Westbury, New York, respectively, and had an original maturity date of February 22, 2018. On August 4, 2017, we closed on the sale of the Westbury, New York property and the $2.9 million line of credit that was secured by this property, which was undrawn, matured on that date. The $9.1 million line of credit, which is secured by the Paramus, New Jersey property, was increased to $11.0 million in September 2017, and we extended the maturity date to February 22, 2019. The line of credit bears interest, for drawn amounts only, at 100 basis points over Prime, as defined, with a floor of 3.75%, and is pre-payable at any time without penalty. As of December 31, 2017 and March 15, 2018, the $11.0 million line of credit was undrawn.

On May 11, 2016, our subsidiary that owns our West Palm Beach, Florida property, commonly known as The Shoppes at Forest Hill, entered into a loan agreement with Citizens Bank, National Association, as Lender, pursuant to which the Lender agreed to provide a loan in the amount of up to $12.6 million, subject to the terms and conditions as set forth in the loan agreement (the “WPB Loan”). Our subsidiary borrowed $9.1 million at closing. This loan requires interest-only payments and bears interest at the 30-day LIBOR plus 230 basis points. The effective rate at December 31, 2017 and December 31, 2016 was 3.86% and 3.07%, respectively. This loan matures on May 11, 2019, subject to extension until May 11, 2021 under certain circumstances. The balance of the WPB Loan was $9.1 million at both December 31, 2017 and February 28, 2018. The Borrower can prepay the Loan at any time, in whole or in part, without premium or penalty.

We believe our existing balances of cash and cash equivalents, together with proceeds raised from equity issuances, debt issuances, dispositions of properties and/or draws on our $11 million line of credit, will be sufficient to satisfy our working capital needs and projected capital and other expenditures associated with our operations over the next 12 months.

At-The-Market Equity Offering Program

In December 2016, we entered into an “at-the-market” equity offering program (the “ATM Program”), to sell up to an aggregate of $12.0 million of our common stock. During the year ended December 31, 2016, we sold 120,299 shares of our common stock for aggregate gross proceeds of $1.2 million (excluding approximately $218,000 in professional and brokerage fees) at a weighted average price of $9.76 per share. For the year ended December 31, 2017, we issued 2,492 shares of our common stock for aggregate gross proceeds of approximately $23,000 at a weighted average price of $9.32 per share. As of December 31, 2017, $10.8 million of common stock remained available for issuance under the ATM Program. The sale agreement with our broker expired in accordance with its terms on December 31, 2017. We may enter into a similar sale agreement in the future.

Cash Flows

Cash Flows for the Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016

Net cash used in operating activities was approximately $4.6 million for the year ended December 31, 2017 as compared to approximately $14.8 million for the year ended December 31, 2016. The decrease of approximately $10.2 million of net cash used was due mainly to a one-time $6.9 million payment to the former Majority Shareholder made in 2016, which was partially offset by the gain on the sale of the Westbury, New York property of approximately $3.9 million in 2017, as well as a $5.4 million decrease in net loss, a $1.6 million write-off of demolished asset and the release of $3.2 million of restricted cash related to the $40.0 million Prior 77 Greenwich Loan payment, partially offset by the $3.1 million AMT receivable resulting from the ACT.

Net cash used in investing activities for the year ended December 31, 2017 was approximately $9.7 million as compared to approximately $26.2 million for the year ended December 31, 2016. The decrease of approximately $16.5 million mainly pertained to the net proceeds from the sale of the Westbury, New York property on August 4, 2017 of approximately $15.2 million partially offset by approximately $4.9 million more in development work being performed this year at our properties compared to the same period last year. There was also a $14.3 million investment in our unconsolidated joint venture in 2016 as compared to an $8.1 million restricted initial cash deposit for our option to purchase a property at 237 11th Street, Brooklyn, New York in 2017.

Net cash provided by financing activities for the year ended December 31, 2017 was approximately $25.0 million as compared to approximately $7.6 million for the year ended December 31, 2016. This increase mainly results from our Private Placement of common stock in February 2017 in which we raised net proceeds of approximately $26.6 million as well as our Rights Offering in April 2017 in which we raised net proceeds of approximately $13.9 million. Partially offsetting this was the payment in full of the Prior 77 Greenwich Loan in the amount of $40.0 million and the receipt of proceeds of $32.3 million from our new 77 Greenwich Construction Loan, excluding $5.3 million of fees related to this loan.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2017Recapitalization Transactions (dollars in thousands):

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Capital Expenditures

We estimate that for the year ending December 31, 2018,2024, we may incur approximately $350,000 ofwill not require any funds for capital expenditures and development or redevelopment expenditures (including tenant improvements and leasing commissions) on existing properties, other than for 77 Greenwich. We anticipate funding these capital expenditures through a combination of issuance of equity and cash on hand, additional property level mortgage financings and operating cash flow.Greenwich which will be funded under the 77G Mortgage Loan. We currently anticipate that the proceeds available under the construction loan,77G Mortgage Loan, together with equity funded by us to date, and future contributions by the SCA, will be sufficient to financeclose out the construction and development ofproject at 77 Greenwich without TPHGreenwich or us making any further cash contributions.

Cash Position

In connection with the closing of the Recapitalization Transactions, the Company believes that it will have sufficient cash and cash equivalents to fund the Company’s operations for the next 12 months. As part of the Recapitalization Transactions, the CCF, 77G Mortgage Loan and 77G Mezzanine Loan were amended and extended, and were transferred to TPHGreenwich.  As of March 28, 2024, our cash and cash equivalents totaled approximately $3.9 million.

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Credit Facility and Loans Payable

Corporate Credit Facility

In December 2019, we entered into our Corporate Credit Facility, or CCF, with the Company Investor, an affiliate of a global institutional investment management firm as initial lender (the “CCF Lender”) and Trimont Real Estate Advisors, LLC, as administrative agent (the “Corporate Facility Administrative Agent”), pursuant to which the CCF Lender agreed to extend us credit in multiple draws aggregating $70.0 million. Prior to the Recapitalization Transactions, the CCF was scheduled to mature on December 19, 2024, subject to extensions until December 19, 2025 and June 19, 2026, respectively, under certain circumstances. The CCF provided for the proceeds of the Corporate Credit Facility to be used for investments in certain multi-family apartment buildings in the greater New York City area and certain non-residential real estate investments approved by the CCF Lender in its reasonable discretion, as well as in connection with certain property recapitalizations and in specified amounts for general corporate purposes and working capital. Prior to the Recapitalization Transactions, the CCF bore interest at an aggregate rate per annum equal to (i) a PIK interest rate of 5.25% and (ii) a scheduled cash pay interest rate based on six-month periods from the initial closing date, which initially equaled 4.0% and increased by 125 basis points in each succeeding six-month period following the six-month anniversary of the initial closing date, subject to increase during the extension periods. A commitment fee in the amount of $2.45 million was payable 50% on the initial draw and 50% as amounts under the CCF are drawn, with any remaining balance due on the last date of the draw period, and a 1.0% exit fee is payable in respect of CCF repayments. As of December 31, 2023, we had paid $1.85 million of the commitment fee.  With the reduction of the committed amount under the CCF as described below, no further commitment fee is due. The CCF may be prepaid at any time subject to a prepayment premium on the portion of the CCF being repaid.

In connection with the December 2020 transaction noted under “77G Mezzanine Loan” below, the Company entered into an amendment to the Corporate Credit Facility (the “2020 CCF Amendment”) pursuant to which, among other things, (i) the CCF Lender and the Corporate Facility Administrative Agent permitted the Company to enter into the 77G Mezzanine Loan Agreement (as defined below) and related documents, (ii) the commitment made by the CCF Lender under the Corporate Credit Facility was reduced by the amount of the 77G Mezzanine Loan (as defined below) from $70.0 million to $62.5 million, subject to increase by $25.0 million upon satisfaction of certain conditions and the consent of the CCF Lender, and (iii) the multiple on invested capital, or MOIC, amount that would be due and payable by the Company upon the final repayment of the loan pursuant to the CCF if no event of default exists and is continuing under the CCF at any time prior to December 22, 2022, was amended to combine the CCF and the 77G Mezzanine Loan for purposes of calculating the MOIC, to the extent not previously paid, if any.  See Note 11 – Loans Payable and Secured Line of Credit to our consolidated financial statements for further discussion.

In connection with the closing of the 77G Mortgage Loan and amendment to the 77G Mezzanine Loan described below, we entered into amendments to our CCF in October 2021 and November 2021, pursuant to which, among other things, the parties agreed that (a) no additional funds would be drawn under the CCF, (b) the minimum liquidity requirement was made consistent with the 77G Mortgage Loan Agreement until May 1, 2023, (c) the Company would repay the outstanding

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principal balance of the CCF in an amount no less than $7.0 million on or prior to May 1, 2023 and (d) the MOIC provisions were revised to provide that (i) the MOIC amount due upon final repayment of the CCF was amended to be consistent with the 77G Mezzanine Loan such that if no event of default exists and is continuing under the CCF at any time prior to June 22, 2023, the amount due will be combined with the 77G Mezzanine Loan, to the extent not previously paid, if any, and (ii) the amount of the CCF used to calculate the MOIC was reduced to $35.75 million.  In November 2022, we entered into an amendment which eliminated the minimum liquidity requirement.

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In April 2023, the Company entered into a sixth amendment to the CCF, pursuant to which, among other things, the cash interest payments and the $7.0 million prepayment due May 1, 2023 were deferred until August 31, 2023, subject to extension in certain circumstances, and which also provided that the Company would enter into a strategic transaction that results in the repayment of the CCF or prepay the CCF by $5 million from equity contributions. Futureproceeds by such date. Under the amendment, the CCF Lender was also granted the right to appoint an independent director to the Company’s board of directors, in addition to its existing right to appoint a director or Board observer.

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In June 2023, the Company entered into a seventh amendment to the CCF, which provided, among other things, that (i) the CCF be increased by up to $5,000,000, with $3,000,000 to be used for general corporate purposes and certain other items if applicable, and up to $2,000,000 to be used in connection with the extension of the loans in respect of the 237 11^th  property, acquisitions may require substantial capitalincluding the purchase of an interest rate cap, (ii) certain covenants and other terms of the CCF were revised, including that on or before June 30, 2023, the Company would meet with the CCF Lender to review the results of the Company’s strategic process, endeavor in good faith to establish mutually acceptable next steps, and provide copies of written term sheets received from participants in the strategic process, including at least one that addresses repayment or purchase of the loan; and the removal of the ability of the Company to incur certain types of previously permitted debt and make previously permitted investments and other restricted payments

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In August 2023, the Company entered into a forbearance agreement, pursuant to which the CCF Lender agreed to forbear from exercising its rights and remedies during the forbearance period with respect to certain specified defaults for refurbishmentthe related forbearance period ending on December 31, 2023, which was subsequently extended to January 31, 2024.

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In December 2023, the Company entered into an eighth amendment to the CCF, which provided, among other things, for the provision of incremental term loan advances under the CCF in the amount of $750,000, with the first $375,000 being provided upon execution of the amendment and leasing costs.the second $375,000 to be provided upon and subject to Board approval of definitive agreements in respect of certain proposed transactions with the Company Investor and/or its affiliates, on the terms set forth in the non-binding term sheet and the filing of preliminary materials with the SEC for the solicitation of the vote or consent of the Company’s stockholders, if required. The amendment also amended the Company’s CCF forbearance agreement with respect to certain additional defaults in respect of which the lender was forbearing. The terms of the CCF forbearance agreement were otherwise unchanged.

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InflationAs of December 31, 2023, the CCF was fully drawn and had an outstanding balance of $41.1 million at December 31, 2023, excluding deferred finance fees of $334,000.  Accrued interest, which is included in accounts payable and accrued expenses, totaled approximately $10.4 million at December 31, 2023.

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SubstantiallyIn connection with the Recapitalization Transactions, the Company entered into a Borrower Assignment and Assumption Agreement (the “Borrower Assignment and Assumption Agreement”), pursuant to which the Company assigned all of our leases provide for separate real estate taxits rights, interests, duties, obligations and operating expense escalations. liabilities in, to and under the CCF, and each other document and instrument related to the CCF, to TPHGreenwich. 

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In addition, manyTPHGreenwich entered into an amended and restated credit agreement, among TPHGreenwich, as borrower, certain subsidiaries of TPHGreenwich party thereto, as guarantors, the Company Investor, as lender and Mount Street US (Georgia) LLP (“Mount Street”), as administrative agent (the “Amended CCF”), pursuant to which the CCF was amended and restated in its entirety in order to, among other things, (i) release certain subsidiaries of the leases provide for fixed base rent increases. We believeCompany that inflationarywere guarantors under the CCF from their guarantee obligations thereunder, (ii) extend the maturity date to June 30, 2026, and (iii) cause TPHGreenwich to incur an advance of $272,609.  The Amended CCF bears interest at a rate per annum equal to (i) an all PIK interest rate equal to 10.325% per annum, or (ii) at TPHGreenwich’s election, a cash pay interest rate of 4.875% per annum and a PIK interest rate of 5.45% per annum.  In connection with the Borrower Assignment and

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Assumption Agreement, the Company also entered into a Holdco Pledge Agreement, pursuant to which the Company agreed to pledge all of its membership interests in TPHGreenwich to Mount Street.

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Warrants

In December 2019, we entered into a Warrant Agreement (the “Warrant Agreement”) with the CCF Lender (the “Warrant Holder”) pursuant to which we issued ten-year warrants (the “Warrants”) to the Warrant Holder to purchase up to 7,179,000 shares of our common stock. In December 2020, the Company entered into an amendment to the Warrant Agreement, pursuant to which the exercise price of the warrants was amended from $6.50 per share to $4.50 per share.  In connection with the Company’s private placement in October 2021, the exercise price of the warrants was further reduced to $4.31 per share. In connection with the June 2023 amendment to the CCF, the parties entered into an amendment to the Warrant Agreement, pursuant to which the number of shares of common stock purchasable under the Warrants was reduced by 750,000 shares, and the Company issued 750,000 shares of common stock to the CCF Lender.

The Warrant Agreement was terminated as part of the Recapitalization Transactions.

77G Mortgage Loan

In October 2021, TPHGreenwich Owner LLC, the subsidiary that owns 77 Greenwich (the “77G Mortgage Borrower”), entered into a loan agreement with Macquarie PF Inc., a part of Macquarie Capital, the advisory, capital markets and principal investment arm of Macquarie Group, as lender and administrative agent (the “77G Mortgage Lender”), pursuant to which 77G Mortgage Lender agreed to extend credit to 77G Mortgage Borrower in the amount of up to $166.7 million (the “77G Mortgage Loan”), subject to the satisfaction of certain conditions (the “77G Mortgage Loan Agreement”). On the closing date of the 77G Mortgage Loan, the 77G Mortgage Borrower borrowed $133.1 million and a portion of the proceeds of the 77G Mortgage Loan was used to repay the 77 Greenwich construction facility that the Company entered into in December 2017.  At the time of the closing of the 77G Mortgage Loan in October 2021, $33.6 million was available to be used to, among other things, complete construction of 77 Greenwich and fund carry costs while the residential condominium units are being sold.  As of December 31, 2023, $30.6 million of such amount had been drawn and the $3.0 million additional amount remained undrawn.  The 77G Mortgage Loan had a two-year term and originally matured on October 1, 2023.  The 77G Mortgage Loan is secured by the 77G Mortgage Borrower’s fee interest in 77 Greenwich.

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In May 2023, the loan benchmark was converted from LIBOR to SOFR.  The all-in interest rate was 14.34% at December 31, 2023.  The 77G Mortgage Loan bore interest at a rate per annum equal to the greater of (i) 9.00% in excess of SOFR and (ii) 9.25%.  If cash flow from 77 Greenwich (including proceeds from the sales of residential units) is insufficient to pay interest payments when due, any accrued but unpaid interest will remain unpaid and interest will continue to accrue on such unpaid amounts (“PIK Interest”) until the cumulative PIK Interest and Additional Unused Fee accrues to $4.5 million (the “Threshold Amount”), after which all such amounts in excess of the Threshold Amount shall be paid in cash on a monthly basis until such amounts are less than the Threshold Amount.

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As advances of the 77G Mortgage Loan are made to 77G Mortgage Borrower and the outstanding principal balance of the 77G Mortgage Loan increases, net proceeds from the sales of condominium units will be paid to 77G Mortgage Lender to reduce the outstanding balance of the 77G Mortgage Loan. A 1% per annum fee (the “Additional Unused Fee”) on a $3.0 million portion (the “Additional Amount”) of the 77G Mortgage Loan, is payable on a monthly basis on the undrawn portion of such Additional Amount. As the 77G Mortgage Loan was not fully funded by October 22, 2022 (April 22, 2023 in the case of amounts with respect to construction work related to the new handicapped accessible subway entrance on Trinity Place), 77G Mortgage Lender elected to force fund the 77G Mortgage Loan at leastthat time.  

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The 77G Mortgage Loan is prepayable without penalty, subject to 77G Mortgage Lender receiving a minimum total return of $15.26 million, or if an advance has been made of the Additional Amount, the sum of $15.26 million, plus 10% of the Additional Amount that has been disbursed, in each case, inclusive of interest and fees, and must be prepaid in part in certain circumstances such as in the event of the sale of residential and retail condominium units.

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The 77G Mortgage Borrower was required to achieve completion of the construction work and the improvements for the project on or before July 1, 2022, subject to certain exceptions. In November 2022, the 77G Mortgage Loan was amended to, among other things, extend the final completion date to September 29, 2023 and eliminate the liquidity requirement.

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At that time, the 77G Mortgage Borrower drew down $3.0 million under the letter of credit to fund an interest reserve and $1.0 million to pay down the PIK balance.

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In September 2023, the Company and the 77G Mortgage Borrower entered into a forbearance agreement for the purpose of providing additional time for the Company to pursue a potential strategic transaction, pursuant to which the 77G Mortgage Lender agreed to forbear from exercising its rights and remedies, until November 15, 2023 or the occurrence of other events specified therein, with respect to any failure by the 77G Mortgage Borrower, to (i) make payments under the 77G Mortgage Loan Agreement, including, without limitation, interest payments due on September 1, 2023 and principal and interest payments due at maturity and (ii) achieve any Milestone Construction Hurdles or to satisfy the Quarterly Sales Hurdle (each as defined in the 77G Mortgage Loan Agreement) or make the related prepayment as and when required.  On November 15, 2023, the forbearance period under the 77G Mortgage Loan forbearance agreement terminated in accordance with the terms of the agreement.

On November 28, 2023, the Company, the 77G Mortgage Borrower and the 77G Mortgage Lender entered into an agreement pursuant to which, among other things, the 77G Mortgage Lender agreed to reinstate the forbearance period effective as of November 15, 2023 and extend the forbearance period to December 20, 2023, as was later further extended through the closing of the Recapitalization Transactions.

In connection with the 77G Mortgage Loan Agreement, we entered into guarantees with the 77G Mortgage Lender pursuant to which we guaranteed the completion and payment of costs and expenses related to the construction; the payment of accrued and unpaid interest and other fees, costs, expenses and payments due and payable with respect to the 77G Mortgage Loan or 77 Greenwich; and the payment when due of all amounts due to 77G Mortgage Lender, as a result of “bad-boy” provisions. The 77G Mortgage Borrower and the Company also entered into an environmental compliance and indemnification undertaking for the benefit of 77G Mortgage Lender.

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In connection with the Recapitalization Transactions, the 77G Mortgage Borrower entered into a third amendment to the 77G Mortgage Loan Agreement with MPF Greenwich Lender LLC (as successor-in-interest to Macquarie PF Inc.), as lender, and certain entities affiliated with the Investor, as supplemental guarantors  (the “77G MLA Amendment”), which, among other things, provides that (i) the original building loan will be reduced to $125,347,878, (ii) an additional project loan will be made in the amount of $2,850,000, (iii) the completion date will be extended to December 31, 2024, (iv) the maturity date will be extended to October 23, 2025 with an option to extend for one year and (v) TPHGreenwich Mezz LLC, the direct parent entity of 77G Mortgage Borrower, will enter into a new pledge agreement pursuant to which it will pledge 100% of its membership interests in 77G Mortgage Borrower. The 77G MLA Amendment further provides that the existing Completion Guaranty and Interest and Carry Guaranty by the Company, as original guarantor, are terminated, and that the existing Recourse Guaranty and Environmental Indemnification Agreement by the Company, as original guarantor, are only in full force and effect with respect to matters arising prior to the execution of the 77G MLA Amendment.

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As of December 31, 2023, the 77G Mortgage Loan had a balance of $104.4 million, which includes $10.2 million in PIK interest.  Through December 31, 2023, the 77G Mortgage Loan was paid down by approximately $69.9 million through closed sales of residential condominium units.  

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77G Mezzanine Loan

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In December 2020, TPHGreenwich Subordinate Mezz LLC, a subsidiary of the Company (the “77G Mezz Borrower”), entered into a mezzanine loan agreement with an affiliate of the CCF Lender (the “77G Mezzanine Loan Agreement”).  The 77G Mezzanine Loan was originally in the amount of $7.5 million and had a term of three years with two one-year extension options, exercisable under certain circumstances. The collateral for the 77G Mezzanine Loan was the borrower’s equity interest in its direct, wholly-owned subsidiary.

In October 2021, the 77G Mezzanine Loan Agreement was amended and restated to, among other things, (i) increase the amount of the loan thereunder by approximately $22.77 million, of which $0.77 million reflected interest previously accrued under the original 77G Mezzanine Loan, (ii) reflect the pledge of the equity interests in the 77G Mortgage Borrower to the 77G Mezzanine Lender as additional collateral for the 77G Mezzanine Loan and (iii) conform certain of

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the covenants to those included in the 77G Mortgage Loan Agreement, as applicable. Additionally, the existing completion guaranty, carry guaranty, recourse guaranty and environmental indemnification executed in connection with the original 77G Mezzanine Loan Agreement were amended to conform to the mortgage guarantees and mortgage environmental indemnity made in connection with the 77G Mortgage Loan (and the existing equity funding guaranty was terminated).  

In November 2022, the 77G Mezzanine Loan was amended to, amongst other things, extend the final completion date to September 29, 2023 and eliminate the liquidity requirement.

In August 2023, the Company and the 77G Mezz Borrower entered into a forbearance agreement, pursuant to which the 77G Mezzanine Lender agreed to forbear from exercising its respective rights and remedies with respect to certain specified defaults for the related forbearance period ending on December 31, 2023, which was subsequently extended to January 31, 2024.

As of December 31, 2023, the blended interest rate for the 77G Mortgage Loan and the 77G Mezzanine Loan was 14.27% on an annual basis. Interest on the 77G Mezzanine Loan is not payable on a monthly basis but instead is automatically added to the unpaid principal amount on a monthly basis (and therefore accrues interest) and is payable in full on the maturity date of the 77G Mezzanine Loan. Upon final repayment of the 77G Mezzanine Loan, a MOIC will be due on substantially the same terms as provided for in the CCF. Subject to the prior sentence the 77G Mezzanine Loan may be prepaid in whole or in part, without penalty or premium (other than payment of the MOIC amount, if applicable, as provided above), upon prior written notice to the lender under the 77G Mezzanine Loan. In connection with the 77G Mezzanine Loan, the Company entered into a completion guaranty, carry guaranty, equity funding guaranty, recourse guaranty and environmental indemnification undertaking.

In connection with the Recapitalization Transactions, the 77G Mezz Borrower entered into a second amendment to the 77G Mezzanine Loan Agreement, which provides for, among other things, the (i) termination of the pledge by TPHGreenwich Mezz LLC of 100% of its membership interests in the 77G Mortgage Borrower, (ii) extension of the completion date to December 31, 2024, (iii) the extension of the maturity date to October 23, 2025 with an additional option to extend for 1 year, (iv) the increase of the principal amount of the 77G Mezzanine Loan to $60,761,515, and (v) termination of the Completion Guaranty, Carry Guaranty and Equity Funding Guaranty by the Company, as original guarantor; and that the Recourse Guaranty and Environmental Indemnification Agreement by the Company, as original guarantor, are only in full force and effect with respect to matters arising prior to the execution of the second amendment.

As of December 31, 2023, the 77G Mezzanine Loan had a balance of $30.3 million and accrued interest totaled approximately $11.2 million.

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237 11^th Loans

In June 2021, 470 4^th Avenue Fee Owner, LLC, a subsidiary of the Company (the “237 11^th Senior Loan Borrower”), entered into a $50.0 million senior loan (the “237 11^th Senior Loan”) provided by Natixis, and 470 4^th Avenue Owner, LLC, a subsidiary of the Company (the “237 11^th Mezz Borrower”, and together with the 237 11^th Senior Loan Borrower, the “237 11^th Borrowers”), entered into a $10 million mezzanine loan (the “237 11^th Mezz Loan” and together with the 237 11^th Senior Loan, the “237 11^th Loans”), provided by an affiliate of LibreMax, (together the “237 11^th Lenders”), bearing interest at a blended rate of 3.05% per annum at that time.  

The SOFR-based floating rate 237 11^th Loans had an initial term of two years and three one-year extension options. The first extension option, which was exercised in July 2023, was not subject to satisfaction of any financial tests, but required a new interest rate cap be purchased by the 237 11^th Borrowers.