Failure to Satisfy Listing Rule Form 8 K

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 30, 2024, Trinity Place Holdings Inc. (the "Company") received notice from the NYSE Regulation that it had suspended trading of the Company's common stock and determined to commence proceedings to delist the Company's common stock from the NYSE American as a result of its determination that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company's common stock.

The Company has a right to a review of the staff's determination to delist the Company's common stock by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the NYSE American. The Company may request a review of the staff's determination and appeal this determination, however, there can be no assurance that the appeal will be successful. The NYSE will apply to the Securities and Exchange Commission to delist the Company's common stock pending completion of applicable procedures, including any appeal by the Company of the staff's determination.

The Company's common stock is expected to begin trading under its current trading symbol "TPHS" on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on July 31, 2024. The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock will be approved, or will continue, to be traded on such market.