UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 23, 2024 (April 17, 2024)
Trinity Place Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-08546 | 22-2465228 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
340 Madison Avenue, New York, New York 10173
(Address of principal executive offices) (Zip Code)
(212) 235-2190
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock $0.01 Par Value Per Share | TPHS | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 17, 2024, Trinity Place Holdings Inc. (the “Company”) and Matthew Messinger, the chief executive officer of the Company, entered into an amendment to Mr. Messinger’s employment agreement (the “Employment Agreement”) pursuant to which, without waiving any party’s rights under the Employment Agreement or otherwise, the parties agreed that the end of the 30-day cure period that the Company has to cure the circumstances provided in the written notice delivered by Mr. Messinger to the board of directors of the Company on March 18, 2024 of the occurrence of events which he maintains constitute “Good Reason” for termination in accordance the Employment Agreement, shall be extended until April 26, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRINITY PLACE HOLDINGS INC. | |
| Date: April 23, 2024 | /s/ Richard Pyontek |
| Richard Pyontek | |
| Chief Accounting Officer, Treasurer and Secretary |