8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15 (d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  January 15, 2020 (January 13, 2020)

AMBASE CORPORATION

(Exact name of registrant as specified in its charter)

7857 WEST SAMPLE ROAD, SUITE 134

CORAL SPRINGS, FLORIDA  33065

(Address of principal executive offices, including zip code)

(201) 265-0169

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    Emerging growth company ___

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ___

Item 8.01 Other Events

On January 13, 2020,  the court in the derivative action IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al., Index No. 650812/2018 (the “Derivative Action”) entered an order discontinuing the Derivative Action.

On December 30, 2019, the plaintiff in the derivative action IsZo Capital L.P. derivatively and on behalf of AmBase Corporation v. Richard A. Bianco, et al., Index No. 650812/2018 (the “Derivative Action”) sold all of its shares of stock in the Company and thereby lost standing to continue prosecuting the IsZo Capital L.P. Action.  The Court entered an Order on January 10, 2020, which was filed with the Court Clerk on January 13, 2020, dismissing the IsZo Capital L.P. Action in its entirety. Defendants filed Notice of Entry of the Order on January 13, 2020. The IsZo Capital L.P. Action is therefore concluded.

For further information see Note 9 to the Company’s Unaudited Condensed Consolidated Financial Statements in the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2019.

Item 9.01 Financial Statements and Exhibits

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.