An operating Ukrainian premium CBD business (Joy Nutrition: certified oils, capsules, gummies, cosmetics, massage line, sold via pharmacies and e-commerce) raising capital to (1) scale GMP-grade CBD production and open EU export channels, and (2) build a GACP-compliant cultivation and EU-GMP-aligned processing facility for Ukraine's newly legalized medical cannabis market, where the 2026 import quota (592 kg) exceeds the domestic production quota (493.5 kg) and no at-scale domestic producer operates.

WHY NOW — Law 3528-IX in force since Aug 2024; first THC quotas approved Dec 2025 (Resolution 1772). Licensing within annual quotas decides who supplies this market for a decade. Reference market: Germany's medical cannabis imports nearly tripled to 201 tonnes in 2025 with sales over EUR 1 billion. Europe CBD market: US$ 2.3B (2025) projected to US$ 6.0B by 2033; the plan needs 0.25% of it.

STRUCTURE PROTECTS THE DOWNSIDE — Tranche 1 (US$ 5.0M at closing) funds the CBD scale-up and export program, which requires no cannabis license and sells today. Tranche 2 (US$ 7.0M) is released only when the cultivation license application is accepted, offtake is secured, Phase 1 shows US$ 2.0M trailing revenue, and an independent engineering review confirms budget. War-related political risk is insurable through active DFC and MIGA programs.

KEY TERMS — Equity (or convertible preferred); US$ 12.0M for 50%; horizon 5–7 years with exit 2031–33; distributions of 50% of FCF from 2030; 2 of 5 board seats; quarterly IFRS reporting + audit; exit via strategic sale at 5–8x EBITDA. Base case snapshot: 2027 revenue US$ 1.2M; 2029 (first medical) US$ 5.7M; 2033 revenue US$ 26.3M with US$ 9.3M EBITDA; EBITDA break-even 2028. Returns (management estimates): conservative 4.3% IRR / 1.3x; base 20.8% / 3.0x; optimistic 34.3% / 5.6x.

STATED PLAINLY — All projections are management estimates. PTSD is not yet an approved indication (zero revenue booked from it). The 2026 THC export quota is symbolic (100 g), so THC export is excluded from projections; near-term export revenue is CBD product, legal today. Financial review, named management CVs, and the license application file are open items listed for due diligence.

NEXT STEP — Download the teaser, investor deck, investment memorandum and financial model below, then apply for collaboration to sign an NDA and receive the data room index. Management meeting within 30 days; Kyiv regulatory counsel session and site visit available.