Trinity Place Holdings Inc

Current report

We have a limited amount of unrestricted cash and liquidity. We expect to have insufficient cash and liquidity to pay operating expenses and other obligations beyond the next few months, which would have a material adverse effect on our business and financial condition. Our liquidity will be further limited if our Asset Management Agreement does not remain in place. If we are not successful in raising additional capital or entering into a strategic transaction, we will be forced to consider all available alternatives, including filing for bankruptcy protection, liquidating or dissolving.

Current report

We have a limited amount of unrestricted cash and liquidity available for working capital and our cash needs are variable under different circumstances. If the Asset Management Agreement does not remain in place and the related fees are not increased significantly**,** the Company’s cash and cash equivalents will not be sufficient to fund the Company’s operations and corporate expenses beyond the next few months, unless we are able to raise additional capital or enter into a strategic transaction, creating substantial doubt about our ability to continue as a going concern. There is no assurance that we will be successful in consummating any such strategic transaction or obtaining capital sufficient to meet our operating needs, in each case, on terms or a timeframe acceptable to us or at all. Even if a strategic transaction and/or other transaction is entered into, the benefits to shareholders, if any, of such transactions are uncertain. Further, in the event that we are unable to identify or consummate such transactions, we would be required to evaluate additional alternatives in restructuring our business and our capital structure, including but not limited to, filing for bankruptcy protection, liquidating, dissolving and/or seeking another out-of-court restructuring of our liabilities or liquidation. See Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation - Liquidity and Capital Resources and Note 1 - Business to our consolidated financial statements for more information regarding our ability to continue as a going concern and related matters.

Current report

Following the departure of our president and chief executive officer, upon whom we have depended to operate our business, there can be no assurance that a replacement principal executive officer will be identified, which would adversely affect our business.

Current report

Under the terms of the Amendment to Mr. Messinger’s Employment Agreement, Mr. Messinger agreed to continue his employment as chief executive officer until the filing of this Quarterly Report on Form 10-Q. The Company is currently evaluating next steps for identifying a new principal executive officer, however no replacement for Mr. Messinger has been identified as of the date of this filing. Given our limited cash position, it will be difficult for the Company to attract a replacement principal executive officer, and there is no assurance that our efforts will be successful. In addition, under

Current report

the Sarbanes-Oxley Act, the Company is required to have a principal executive officer certify that our disclosure controls and procedures are effective in ensuring that material information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. If the Company is unable to identify a replacement principal executive officer, it will not be able to make its required filings with the SEC.