PEAK PHARMACEUTICALS, INC. (Form: 8-K, Received: 12/30/2014 16:32:24)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): December 24, 2014

PEAK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Nevada	005-87668	26-1973257
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4450 Arapahoe Avenue, Suite 100

Boulder, CO

80303

(Address of principal executive offices)

(Zip Code)

303.415.2557

(Registrant ’ s telephone number, including area code)

Cannabis Therapy Corp

4450 Arapahoe Ave, Suite 100

Boulder, CO 80303

(Former name and address if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a -12 under the Exchange Act (17 CFR 240.14a -12)

o Pre-commencement communications pursuant to Rule 14d -2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o Pre-commencement communications pursuant to Rule 13e -4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 23, 2014, Cannabis Therapy Corp., a Nevada corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which the Company merged with its wholly owned subsidiary, Peak Pharmaceuticals, Inc., a Nevada corporation with no material operations ("Merger Sub" and such merger transaction, the "Merger"). Upon the consummation of the Merger, the separate existence of Merger Sub ceased and shareholders of the Company became shareholders of the surviving company named Peak Pharmaceuticals, Inc.

As permitted by Chapter 92A.180 of Nevada Revised Statutes, the sole purpose of the Merger was to effect a change of the Company's name from Cannabis Therapy Corp ., to Peak Pharmaceuticals, Inc . Upon the filing of Articles of Merger (the "Articles of Merger") with the Secretary of State of Nevada on December 24, 2014 to effect the Merger, the Company's Articles of Incorporation were deemed amended to reflect the change in the Company's corporate name.

A copy of the Articles of Merger as filed with the Secretary of State of Nevada on December 24, 2014, is attached as Exhibit 2.1. A copy of the Merger Agreement dated December 23, 2014, is attached as Exhibit 2.2.

The Company's common stock will temporarily remain listed for quotation on OTC Markets under the current symbol “ CTCO ” until a new symbol is assigned by Financial Industry Regulatory Authority, Inc. ( FINRA ). The Company will publicly announce the new trading symbol when assigned by FINRA and the effective date of the symbol change.

The name change was made to make our name more consistent with our business operations and plans relating to develop ment , manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets .

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibits filed as part of this Current Report are as follows:


Exhibit Number		Description
2.1		Articles of Merger as filed with the Nevada Secretary of State on December 24, 2014

2.2		Agreement and Plan of Merger, dated December 23, 2014, by and between Cannabis Therapy Corp and Peak Pharmaceuticals, Inc.

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.


	Peak Pharmaceuticals, Inc.

Dated: December 29, 2014	By:	/s/ Soren Mogelsvang
	Name:	Soren Mogelsvang
	Title:	Chief Executive Officer

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 23, 2014, is by and between Cannabis Therapy Corp, a Nevada corporation ("Parent"), and Peak Pharmaceuticals, Inc, a Nevada corporation and a direct wholly-owned subsidiary of Parent (Parent and Peak Pharmaceuticals, Inc. are hereinafter collectively referred to as the "Constituent Corporations").

RECITALS

WHEREAS, the board of directors of Parent has determined that it is advisable and in the best interests of the respective companies to enter into a business combination by means of the merger of Peak Pharmaceuticals, Inc., with and into Parent (the "Merger") and has approved and adopted this Agreement and Plan of Merger (the "Agreement").

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

AGREEMENT

Merger and Effective Time . Effective upon the filing of the Articles of Merger (the "Articles of Merger"), entered into concurrently herewith, with the Secretary of State of the State of Nevada (the "Effective Time"), Peak Pharmaceuticals, Inc.,shall be merged with and into Parent (the "Merger") and Parent shall be the surviving corporation of the Merger (the "Surviving Corporation").

Effect of Merger . At the Effective Time, the Peak Pharmaceuticals, Inc., shall merge with and into Parent and the separate existence of Peak Pharmaceuticals, Inc., shall cease. The effect of the Merger shall be as provided in the Nevada Revised Statutes. Without limiting the generality of the foregoing, as a result of the Merger all rights, powers, privileges, obligations and duties of Peak Pharmaceuticals, Inc., shall become the rights, powers, privileges, obligations and duties of the Surviving Corporation.

Name of Surviving Corporation . The name of the Surviving Corporation shall be "Peak Pharmaceuticals, Inc."

Governing Documents . The Articles of Incorporation of Parent, as amended to the extent provided in the Articles of Merger, and the Bylaws of Parent, as in effect at the Effective Time, shall continue in full force and effect as the Articles of Incorporation and Bylaws of the Surviving Corporation until sooner terminated or changed as permitted by the provisions of Nevada Revised Statutes, as amended.

Directors and Officers . At the Effective Time, the directors and the officers of the Surviving Corporation shall be the incumbent directors and officers of Parent, all of whom shall

hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the Articles of Incorporation or Bylaws of the Surviving Corporation.

Conversion of Securities and Consideration . At the Effective Time, by virtue of the Merger and in consideration therefor, and without any action on the part of the Constituent Corporations or any stockholder thereof, (i) each share of Peak Pharmaceuticals, Inc., Common Stock shall be cancelled, and (ii) each share of Parent's Common Stock shall remain unchanged in the hands of the holder thereof as an outstanding share of the Surviving Corporation.

Representations and Warranties of Parent . Parent represents and warrants to Peak Pharmaceuticals, Inc., that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and Plan of Merger and to execute the Articles of Merger and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Parent, and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Parent, enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Parent.

Representations and Warranties of Peak Pharmaceuticals, Inc., . Peak Pharmaceuticals, Inc., represents and warrants to Parent that as of the date of this Agreement and as of the Effective Time (a) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, (b) it has all requisite corporate power and authority to enter into and perform its obligations under this Agreement and to perform its obligations hereunder, (c) this Agreement has been duly executed and delivered by Peak Pharmaceuticals, Inc., , and has been authorized by all necessary corporate action, and constitutes the legal, valid and binding obligations of Peak Pharmaceuticals, Inc., , enforceable in accordance with its terms, and (d) the execution, delivery and performance of this Agreement does not conflict with any provision of the Articles of Incorporation or Bylaws of Peak Pharmaceuticals, Inc., .

Entire Agreement . This Agreement sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature among them.

10.

Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this Agreement shall nevertheless remain in full force and effect.

11.

Termination . Prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by action of the Board of Directors of Parent, acting in its sole discretion.

12.

Amendment . Prior to the Effective Time, this Agreement may be amended, modified or supplemented only by an agreement in writing executed by both Constituent Corporations.

13.

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without giving effect to principles of conflicts of law.

14.

Headings . The underlined headings contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement and shall not be referred to in connection with the construction or interpretation of this Agreement.

15.

Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CANNABIS THERAPY CORP

By: /s/Soren Mogelsvang

Name: Soren Mogelsvang

Title: Chief Executive Officer

PEAK PHARMACEUTICALS, INC., CORPORATION

By: /s/Arnold Tinter

Name: Arnold Tinter

Title: Chief Executive Officer