Followers | 241 |
Posts | 12150 |
Boards Moderated | 3 |
Alias Born | 04/05/2009 |
Thursday, July 28, 2016 6:07:13 PM
As previously disclosed, the Amended and Restated Certificate of Incorporation of Trinity Place Holdings Inc. (the “Company”) includes a provision (the “Protective Provision”), which is intended to help preserve certain tax benefits primarily associated with the Company’s federal net operating losses (“NOLs”). The Protective Provision generally prohibits transfers of stock that would result in a person or group of persons becoming the owner of 4.75% or more of the Company’s outstanding common stock (a “4.75% stockholder”), or that would result in the increase or decrease by a person or group of persons that is an existing 4.75% stockholder of its percentage ownership interest, absent prior written approval of the Board, and provides that any direct or indirect transfer attempted in violation of the Protective Provision will be void. The Protective Provision also permits the Board to retroactively authorize a transfer that would otherwise be prohibited.
On July 21, 2016, the Company’s Board of Directors (the “Board”) authorized the previous disposition by a current 4.75% stockholder of 193,601 shares of common stock (the "Disposition"). The Board determined that the Disposition did not have a material effect in this instance on the Company's ability to utilize the NOLs and the stockholder was unaware that the Protective Provision prohibited the Disposition.
In authorizing the Disposition, the Board noted that it would evaluate any future requests by stockholders for authorization of acquisitions or dispositions under the Protective Provisions based on the best interests of the Company and its stockholders as they appear at the particular time, including the Company's interest in preserving the NOLs. The Company intends to continue to actively monitor and enforce compliance with the Protective Provisions and by this Report reminds current and prospective 4.75% stockholders of their obligations to comply with the Protective Provision. The Company does not necessarily intend to report in the future on authorizations made by the Board under the terms of the Protective Provision.
https://www.sec.gov/Archives/edgar/data/724742/000114420416115078/v445142_8k.htm
"Someone said it takes 30 years to be an instant success" - Gabriel Barbier-Mueller, CEO of Harwood International
Recent TPHS News
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/18/2024 09:16:46 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/18/2024 09:16:23 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/18/2024 09:15:51 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 09/18/2024 09:15:15 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 08/30/2024 08:15:15 PM
- Form 25-NSE - Notification filed by national security exchange to report the removal from listing and registration of matured, redeemed or retired securities • Edgar (US Regulatory) • 08/09/2024 01:53:18 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 07/25/2024 09:19:57 PM
- Form ARS - Annual Report to Security Holders • Edgar (US Regulatory) • 06/14/2024 08:21:06 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 06/14/2024 08:19:11 PM
- Form DEF 14A - Other definitive proxy statements • Edgar (US Regulatory) • 06/14/2024 08:16:57 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/14/2024 08:15:29 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/13/2024 08:15:16 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 06/07/2024 08:11:53 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/03/2024 08:30:17 PM
- Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend] • Edgar (US Regulatory) • 05/20/2024 08:56:48 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 05/20/2024 08:55:44 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 05/15/2024 08:51:11 PM
- Trinity Place Holdings Inc. Discloses Communication from NYSE American • Business Wire • 03/01/2024 09:15:00 PM
- Form SC 13D - General statement of acquisition of beneficial ownership • Edgar (US Regulatory) • 02/22/2024 09:16:22 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/20/2024 09:29:50 PM
- Trinity Place Holdings Inc. Completes Recapitalization Transactions • Business Wire • 02/20/2024 09:15:00 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 02/09/2024 09:17:41 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/09/2024 09:14:10 PM
- Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material • Edgar (US Regulatory) • 02/05/2024 09:35:18 PM
FEATURED Element79 Gold Corp. Appoints Kevin Arias as Advisor to the Board of Directors, Strengthening Strategic Leadership • Sep 18, 2024 10:29 AM
Mawson Finland Limited Further Expands the Known Mineralized Zones at Rajapalot: Palokas step-out drills 7 metres @ 9.1 g/t gold & 706 ppm cobalt • MFL • Sep 17, 2024 9:02 AM
PickleJar Announces Integration With OptCulture to Deliver Holistic Fan Experiences at Venue Point of Sale • PKLE • Sep 17, 2024 8:00 AM
North Bay Resources Announces Mt. Vernon Gold Mine Bulk Sample, Sierra County, California • NBRI • Sep 11, 2024 9:15 AM
One World Products Issues Shareholder Update Letter • OWPC • Sep 11, 2024 7:27 AM
Kona Gold Beverage Inc. Reports $1.225 Million in Revenue and $133,000 Net Profit for the Quarter • KGKG • Sep 10, 2024 1:30 PM