CANB CAN B Corporation (QB)

Item 1.01. Entry into a Material Definitive Agreement.

On January 23, 2017, WRAPmail, Inc ( “ WRAP ” or the “ Company ” ) entered into a share purchase agreement (the “Agreement”) with Health Max Group, Inc., a Washington corporation (“Health Max”) and the shareholders of Health Max (“Shareholders”). Pursuant to the Agreement, the Shareholders will sell all of the issued and outstanding common stock of Health Max (the “Health Max Shares”) to WRAP by delivering to WRAP a stock certificate issued in the name of WRAP evidencing the Health Max Shares.

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In consideration for the sale of the Health Max Shares, WRAP has agreed to issue to the Shareholders, ratably apportioned based on their ownership in Health Max, 700 shares of Series B Preferred Stock of WRAP (“WRAP Shares”). It was acknowledged and agreed that there would be a total of 1,000 shares of Series B Preferred Stock authorized in WRAP, which preferred stock in the aggregate shall be convertible into an aggregate of 87.5% of WRAP’s issued and outstanding common shares, calculated on a fully diluted basis as of the closing of the Health Max acquisition, with no other rights of privileges. The acquisition of Health Max is expected to close 70 days from execution of the Agreement.

In conjunction with the Agreement, the Company agreed to change its name to HealthMax Group, Inc. and trading symbol to “HMAX.” It also agreed to appoint three new directors to the Board of Director, one at execution of the Agreement and two at closing, and Rolv Heggenhougen agreed to resign at execution. Marco Alfonsi will be given a three year employment agreement as the Company’s CEO as a term of the Agreement and will receive 100 Series B Preferred Stock and a salary as compensation therefor. The remaining 200 Series B Shares shall be reserved to raise up to $2,000,000 in Company capital. The Agreement otherwise contains standard representations and warranties. The Agreement also contains mutual indemnity provisions.  

This current report contains forward-looking statements regarding our intentions to Acquire Health Max. Forward-looking statements are not guarantees, and they involve risks, uncertainties and assumptions.  Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from those expressed in the forward-looking statements.  We caution investors not to rely unduly on any forward-looking statements.  We expressly disclaim any obligation to update any forward-looking statement in the event it later turns out to be inaccurate, whether as a result of new information, future events or otherwise.