Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial


             Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On August 14, 2020, pursuant to that certain Credit Agreement, dated as of November 15, 2013, as amended (the "Credit Agreement"; capitalized terms used but not defined in this Current Report shall have the meanings given to such terms in the Credit Agreement) by and among TSI Holdings II, LLC, Town Sports International, LLC (the "Borrower"), the Lenders party thereto and Deutsche Bank AG New York Branch as administrative agent, Borrower was required to repay all remaining outstanding indebtedness under the Revolving Credit Facility. Borrower's failure to make payment of such amounts constitutes an Event of Default under the Credit Agreement. Accordingly, the Required Lenders may by written request to the Administrative Agent cause the issuance of a notice of default to Borrower and immediately exercise remedies under the Credit Agreement, including without limitation by declaring the principal of and any accrued interest in respect of all Loans, Notes, and all Obligations owing thereunder to be immediately due and payable. As of August 14, 2020, $14,163,752 was outstanding under the Revolving Credit Facility. Borrower is in discussions with its Lenders regarding obtaining an extension to the maturity date of the Revolving Credit Facility or entering into a forbearance agreement that would forestall the exercise of remedies under the Credit Agreement. However there can be no assurance that the parties will be able to reach agreement on the terms of such an extension or forbearance agreement. Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule


             or Standard; Transfer of Listing.

On August 18, 2020, Town Sports International Holdings, Inc. (the "Company") received a notification letter from the Listing Qualifications Department of Nasdaq indicating that as a result of the Company's failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2020 (the "Second Quarterly Report"), and because the Company remains delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the "First Quarterly Report," and together with the Second Quarterly Report, the "Reports"), the Company remains in non-compliance with the continued listing requirements as set forth in Nasdaq Listing Rule 5250(c)(1).

The Company has until September 8, 2020 to submit a plan to regain compliance with Nasdaq's continued listing requirements with respect to its delinquent Reports. If Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the filing due date of the First Quarterly Report, or until December 28, 2020, during which the Company can regain compliance. If Nasdaq does not accept the plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

The Company's management is working diligently to complete the Reports and intends to file them as soon as practicable.

Item 8.01 Other Events.

On August 17, 2020, Deutsche Bank AG New York Branch issued notice to the Borrower and Lenders of its resignation as Administrative Agent and Collateral Agent under the Credit Agreement. Such resignation shall become effective upon the earlier of (i) the appointment of a successor Administrative Agent pursuant to Section 12.09 of the Credit Agreement and (ii) the date occurring twenty (20) business days after the date of such notice.

Forward-Looking Statements

Certain statements in this Current Report regarding the Company's future intentions contain "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "approximately," "predicts," "intends," "plans," "estimates," "anticipates," "target," "could," or the negative version of these words or other comparable words. Such statements are subject to various risks and uncertainties, many of which are outside our control, including, among others, the duration and severity of the COVID-19 pandemic, actions that may be taken by governmental authorities to contain the COVID-19 outbreak or treat its impact, the potential negative impacts of COVID-19 on the economy in the United States and the impact of COVID-19 on the Company's financial condition and business


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operations and other specific risk factors disclosed in our prior SEC filings. We believe that all forward-looking statements are based on reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, one should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made, and we undertake no obligation to update these statements in light of subsequent events or developments. Actual results may differ materially from anticipated results or outcomes discussed in any forward-looking statement. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release issued by Town Sports International Holdings, Inc. on August 20, 2020.

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