Note 12 – Subsequent Events

Investment Agreement with MFP Partners

On September 11, 2015, we entered into an Investment Agreement (the “MFP Investment Agreement”) with MFP Partners, L.P. (“MFP Partners”), a shareholder of ours. Pursuant to the MFP Investment Agreement, we have agreed to commence a $30.0 million rights offering of our common stock (the “Rights Offering”). Under the terms of the Rights Offering, we will distribute, at no charge to the holders of our common stock as of the record date, 0.248362 non-transferable subscription rights for each share of common stock owned on the record date, and each whole right will entitle the holder to purchase one share of common stock. The rights, if exercised in full, will provide gross proceeds to us of $30.0 million. In addition, holders of rights who fully exercise their basic subscription rights in full, other than MFP Partners, will be entitled to over subscribe for additional shares of common stock that remain unsubscribed as a result of any unexercised rights. The subscription price for the rights will be $6.00 per share (the “Subscription Price”).

Subject to the terms and conditions of the MFP Investment Agreement, MFP Partners has agreed to purchase the shares of common stock not subscribed for in the Rights Offering, up to a maximum of 3,333,333 shares less the number of shares purchased by MFP Partners in the Rights Offering, at a price per share equal to the Subscription Price. If the number of unsubscribed shares of common stock purchased by MFP Partners pursuant to the MFP Investment Agreement (not including shares subscribed for by MFP in the rights offering) is less than 1,666,667 shares (the “Minimum Allocation”), we will issue and sell to MFP Partners a number of shares of common stock equal to the excess of the Minimum Allocation over the number of shares purchased by MFP Partners pursuant to the MFP Investment Agreement, at a price per share equal to the Subscription Price. In addition to the investment pursuant to the MFP Investment Agreement, as a stockholder as of the record date, MFP Partners will have the right to subscribe for and purchase shares of our common stock under the basic subscription privilege, but they have waived their right to exercise their oversubscription privilege.

Investment Agreement with Third Avenue

On September 11, 2015, we entered into an Investment Agreement (the “Third Avenue Investment Agreement”) with Third Avenue Trust, on behalf of Third Avenue Real Estate Value Fund (“Third Avenue”), a shareholder of ours. Subject to the terms and conditions of the Third Avenue Investment Agreement, Third Avenue has agreed to exercise all of their rights under the basic subscription privilege in the Rights Offering, representing 836,841 shares. As a stockholder as of the record date, Third Avenue will also have the right to exercise their oversubscription privilege in their sole discretion.

2015 Stock Incentive Plan

On September 9, 2015, our board of directors have adopted the Trinity Place Holdings Inc. 2015 Stock Incentive Plan (the “Stock Plan”). The Stock Plan authorizes the grants of stock options, stock appreciation rights, shares of restricted stock, restricted stock units and shares of unrestricted stock (collectively, the “Awards”). Subject to certain customary adjustments, a maximum of 800,000 shares of Common Stock are available for grants pursuant to Awards under the Stock Plan.

Launch of New On-Line Marketplace

During the third quarter of fiscal 2015, we launched our on-line marketplace at FilenesBasement.com. For the first few quarters of operations, the revenues and operating income are not expected to have a material impact on our consolidated financial statements.