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Form 8-K for PEAK PHARMACEUTICALS, INC.

30-Dec-2014

Entry into a Material Definitive Agreement, Financial Statements and E

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 development, manufacturing and marketing of hemp-based nutraceutical and supplement products for the human and animal health markets.

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.

 


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