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Trinity Place Holdings Inc

For the period ended Mar 31, 2024. Filed May 15, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 15, 2024

TPHS$0.02+0.5%Stored close · as of Jun 30, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Item 6. Exhibits

3.1Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.1 of the Form 8-K filed by us on February 13, 2015).​
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3.2Bylaws of Trinity Place Holdings Inc. (incorporated by reference to Exhibit 3.2 of the Form 8-K filed by us on September 19, 2012).​
10.1Stock Purchase Agreement, dated as of January 5, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on January 10, 2024).¥​
10.2Amendment to Stock Purchase Agreement, dated as of January 30, 2024, by and between Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed on February 5, 2024).¥​
10.3Amended and Restated Limited Liability Company Operating Agreement of TPHGreenwich Holdings LLC, dated as of February 14, 2024, by and between TPHS Investor LLC and Trinity Place Holdings Inc. (incorporated by reference to Exhibit 10.4 of the Annual Report on Form 10-K filed on March 29, 2024). ¥ ​
10.4Asset Management Agreement, dated as of February 14, 2024, between TPH Asset Manager LLC and TPHGreenwich Holdings LLC (incorporated by reference to Exhibit 10.5 of the Annual Report on Form 10-K filed on March 29, 2024). ¥​
10.5Amended and Restated Credit Agreement, dated as of February 14, 2024, among TPHGreenwich Holdings LLC, as Borrower, certain subsidiaries of the borrower from time to time party thereto, as Guarantors, the initial lenders named therein, as Initial Lenders, and Mount Street US (Georgia) LLP, as administrative agent (incorporated by reference to Exhibit 10.6 of the Annual Report on Form 10-K filed on March 29, 2024).
10.6Second Amendment to Amended and Restated Mezzanine Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among TPHS Lender II LLC, as lender and TPHS Lender II LLC, as administrative agent, TPHGreenwich Subordinate Mezz LLC, as borrower and Trinity Place Holdings Inc., as released Trinity guarantor (incorporated by reference to Exhibit 10.9 of the Annual Report on Form 10-K filed on March 29, 2024). ¥​
10.7Third Amendment to Master Loan Agreement and Loan Documents, dated as of February 14, 2024, by and among MPF Greenwich Lender LLC, as lender, TPHGreenwich Owner LLC, as borrower, Trinity Place Holdings Inc., and certain additional parties thereto, as guarantors (incorporated by reference to Exhibit 10.13 of the Annual Report on Form 10-K filed on March 29, 2024). ¥​
10.8Warrant Cancellation Agreement, dated as of February 14, 2024, by and between TPHS Lender LLC and Trinity Place Holdings Inc. (incorporated by reference to Exhibit 10.21 of the Annual Report on Form 10-K filed on March 29, 2024).​
10.9Registration Rights Agreement, dated as of February 14, 2024, by and between Trinity Place Holdings Inc. and the investor identified on Schedule A therein (incorporated by reference to Exhibit 10.22 of the Annual Report on Form 10-K filed on March 29, 2024).​
10.10Letter Agreement, dated as of March 27, 2024, by and among Trinity Place Holdings Inc., TPHS Lender LLC and TPHS Investor LLC (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 2, 2024).​
31.1*Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.​
31.2*Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.​
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32.1**Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.​
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32.2**Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities and Exchange Act of 1934 and 18.U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.​
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101*The following materials from our Quarterly Report on Form 10-Q for the period ended March 31, 2024 formatted as inline XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 31, 2024 and March 31, 2023, (iii) Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2024 and March 31, 2023, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and March 31, 2023, (v) Notes to Consolidated Financial Statements and (vi) Cover Page Interactive Data File.​
104*Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)​
*Filed herewith
**Furnished herewith
¥Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit in accordance with the rules of the SEC.

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 thereunto duly authorized.

TRINITY PLACE HOLDINGS INC.
Date: May 15, 2024By/s/ Matthew Messinger
MATTHEW MESSINGER
PRESIDENT and CHIEF EXECUTIVE OFFICER
(Principal Executive Officer)
Date: May 15, 2024By/s/ Steven Kahn
STEVEN KAHN
CHIEF FINANCIAL OFFICER
(Principal Financial Officer)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.