SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event
reported): March 23, 2015
TUMBLEWEED HOLDINGS, INC.
(Exact Name of Registrant as Specified
|(State or Other Jurisdiction
|720 Fifth Avenue, 10th Floor, New York, New York
|(Address of Principal Executive Offices)
|Registrant's telephone number, including area code: (212) 247-0581|
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act |
||Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Barry Regenstein as
Interim Chief Financial Officer. On March 23, 2015, Tumbleweed Holdings, Inc., a Utah corporation (the “Company”),
entered into a Services Agreement with Barry Regenstein, effective as of April 1, 2015 appointing Mr. Regenstein as the Interim
Chief Financial Officer.
of Seth Lukash as Interim Chief Financial Officer. Effective on April 1, 2015, Seth Lukash will resign as the Interim Chief
Financial Officer of the Company.
Mr. Regenstein, 58, most recently served
as President and Chief Financial Officer of Command Security Corporation (NYSE MKT: MOC), a provider of uniformed security officers
and aviation security services to commercial, financial, industrial, aviation and governmental customers throughout the United
States from 2004 to 2013. Previously, he was Senior Vice President and Chief Financial Officer for GlobeGround North America, a
provider of ground handling services to airlines and airports in the US and Canada from 2001 to 2003. Mr. Regenstein also served
as Vice President and Chief Financial Officer of GlobeGround North America LLC from 1997 to 2001 and was employed in various executive
capacities with GlobeGround North America LLC since 1982. Mr. Regenstein has financial and operational experience in the aviation,
business services, security, transportation and technology industries. He is a Certified Public Accountant and a graduate of the
University of Maryland, and he earned a Master’s degree in Taxation from Long Island University.
Mr. Regenstein’s services agreement
provides for a twelve-month term, renewable on a annual basis unless terminated by either party thereto, compensation of $12,500
for preparation of the Company’s quarterly reporting on Form 10-Q and annual reporting on Form 10-K, supplemental compensation
to be agreed upon by the Company and Mr. Regenstein for additional work requested by the Company, as defined, and 4,000,000 shares
of the Company’s restricted common stock which shall vest equally on a monthly basis over the twelve (12) month term of the
On March 23, 2015, the Company also entered
into an Advisory Board Agreement (“Advisory Agreement”) with Mr. Regenstein that would extend beyond the term
of Mr. Regenstein’s employment. Pursuant to the Advisory Agreement, the Mr. Regenstein agreed to provide advisory services
to the Board and officers of the Company on various business matters for one (1) year in exchange for 1,650,000 shares of the Company’s
restricted common stock. These restricted shares will be vested after one (1) year, with a one (1) year lock-up period
after vesting. The securities were issued pursuant to the exemption provided by Section 4(2) of the Securities Act of 1933,
as amended, for transactions by an issuer not involving any public offering.
The foregoing is a summary of the material
terms of Mr. Regenstein’s services and advisory board agreements and does not purport to be a complete description of the
terms thereof. Accordingly, the foregoing description is qualified in its entirety by reference to the full text of Mr. Regenstein’s
Services Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference and Advisory Board
Agreement, a copy of which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
||Financial Statements and Exhibits.|
||Services Agreement, dated March 23, 2015, by and between Barry Regenstein and Tumbleweed Holdings, Inc.|
||Advisory Board Agreement, dated as of March 23, 2015, by and between Barry Regenstein and Tumbleweed Holdings, Inc.|
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this report to be signed on behalf by the undersigned hereunto duly authorized.
||TUMBLEWEED HOLDINGS, INC. |
|Dated: March 30, 2015
||/s/ Gary Herman|
||Chief Executive Officer|