Trinity Place Holdings Inc 2024年度报告

(Mark one) ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscalyear endedDecember31,2024or TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number1-08546 TRINITY PLACE HOLDINGSINC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes◻No⌧ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes◻No⌧ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes⌧No◻ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes⌧No◻ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.◻ Indicate by check mark whether the registrant has filed a report on and attestation to itsmanagement’sassessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No⌧ As of June30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant wasapproximately $7,120,000. Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section12, 13 or 15(d)of theSecurities Exchange Act of 1934 subsequent to the distributions of securities under a plan confirmed by a court.Yes⌧No◻ As of March 24, 2025, there were66,247,266shares of the registrant’s common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Form 10-K Index PART I Item 1.BUSINESS1Item 1A.RISK FACTORS6Item 1B.UNRESOLVED STAFF COMMENTS18Item 1C.CYBERSECURITY18Item 2.PROPERTIES19Item 3.LEGAL PROCEEDINGS20Item 4.MINE SAFETY DISCLOSURES20 PART II Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES21Item 6.(RESERVED)21Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS21Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK30Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA30Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE30Item 9A.CONTROLS AND PROCEDURES30Item 9B.OTHER INFORMATION30Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS31 PART III Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE31Item 11.EXECUTIVE COMPENSATION35Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS41Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE42Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES44 PART IV Item 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES46Item 16.FORM 10-K SUMMARY49 PART I Item1.BUSINESS Overview Trinity Place Holdings Inc., which we refer to in this Annual Report on Form 10-K as “Trinity, ”“we,” “our,” or “us”, is a real estate holding, investment, development and asset managementcompany. As part of a series of transactions described below, on February 14, 2024, TPHGreenwichHoldings LLC (“TPHGreenwich”), a previously 100% owne