TOC·23 Capital Allocation
Investment Memorandum·Confidential — Client-Privileged

GT Smiles, Inc. — Series A
A bio-based bet on the
retainer subscription market.

A balanced underwriting of a pre-revenue, plant-based dental-polymer platform: what the deck claims, what the structure reveals, and what the Investment Committee should do with a $2–3 million Series A allocation.

IssuerGT Smiles, Inc.
InstrumentSeries A Preferred
Round Size$2–3M ($1M committed)
DateMay 28, 2026
Prepared ByTOC-23 Capital Allocation
Participate —
small & conditional
Recommendation: a modest, milestone-gated initial allocation, contingent on a defined diligence checklist. The asymmetry here is more favorable than a typical venture science bet — the capital ask is small, $1M is already committed, the path to cash-flow breakeven is near-term (2027), and demand signals are real. But the entire thesis rests on an unverified core product claim and projections that compound to roughly 1,300× revenue growth in seven years. We would anchor a small check, gate the balance to evidence, and re-underwrite after the first PRO launch produces real sell-through.
Section I
01

Executive Summary

GT Smiles is commercializing GT FLEX GREEN, a plant-based polymer for clear retainers, night guards, aligners, and sleep-apnea oral appliances. The pitch is built on a single, powerful idea: that GREEN is the only dental material that is 100% free of traditional petroleum plastic — a claim it positions against a market awakening to microplastics in the human body. The company seeks $2–3M in Series A capital, of which $1M is already committed by its lead distribution partner.

The opportunity is genuine and the founding team is credible. The same group previously created and sold the petroleum-based GT FLEX material — more than 100 metric tons into the dental industry since 2020 — so this is operators returning to a category they helped build, not a first-time science venture. The wedge product is shrewd: retainers serve an installed base of roughly 100 million Americans who need them for life, and a biodegradable material that must be replaced periodically is a structurally natural fit for a recurring-revenue subscription.

Our reservation is that the thesis is, at this stage, almost entirely a set of assertions awaiting proof. The "100% plastic-free" and "compostable" claims are not yet supported in this package by independent testing; U.S. clinical testing is described as "near completion" or "commencing" rather than complete; the GREEN patent is pending, not granted; and the material is licensed from a third party that holds a claim on up to $20M or 10% of enterprise value on a sale. Layered on top is a financial model that runs from $0.5M of revenue in 2026 to $663.8M by 2033.

We therefore recommend a small initial allocation, gated to milestones, rather than a full-size check or an outright pass. The capital ask is small enough that a modest position preserves optionality and relationship at a contained cost, while the diligence gates protect against the real possibility that the core claims do not survive independent scrutiny. Our reasoning, the case on both sides, and the specific conditions follow.

~100M
U.S. patients who need retainers (deck est.)
$2–3M
Series A target · $1M committed
$0.5→664M
Revenue ramp, 2026–2033 (deck)
~1,300×
Implied 7-yr revenue multiple

Basis of analysis: this memorandum is built on the GT Smiles overview deck dated May 2026 and a small number of public reference points (notably Align Technology's current trading multiple). As a private, pre-revenue issuer, GT Smiles has no public filings; figures that are not independently verifiable are attributed to the deck throughout.

Section II
02

Company & Opportunity

Product. GT FLEX GREEN is presented as a family of plant-based, compostable polymers with formulations tuned for retainers, night guards, aligners, and oral appliances. The deck's central differentiator is that competitors marketed as "plant-based" or "bio-based" typically contain a maximum of ~70% bio-sourced content, with the balance being conventional petroleum plastic; GREEN claims 0% traditional plastic, which — if independently substantiated — would be a meaningful and defensible marketing and regulatory position.

Channels. The company plans two routes to market: a professional channel (PRO, sold through dentists, targeting the ~80–85% of patients who seek professional care) and a direct-to-consumer channel (HOME, ~15–20% and growing). HOME depends on patient-taken impressions, for which GT Smiles is developing a patent-pending custom impression tray to mitigate the "bad data in, bad product out" problem that plagues at-home dentistry.

The subscription logic. GREEN is formulated to last "up to six months" in the mouth before meaningful degradation. Management frames this as a feature: retainers genuinely need periodic replacement, dentists are already moving toward subscription models, and the biodegradable material makes recurring revenue natural. The same property is also a clinical risk, addressed in the bear case.

The aligner angle. Roughly 4% of retainer patients "relapse" each year and need aligners again; the deck states this cohort already accounts for ~45% of all U.S. clear-aligner cases. These are predominantly "mild" cases — the easiest and least complication-prone to treat — which the company argues allows a part-time wear protocol (14–16 hrs/day vs. the standard 22), a feature patients strongly prefer.

U.S. retainer market — the funnel

Deck-stated sizing of the installed base and channel split. The professional channel is the near-term beachhead; the relapse cohort feeds the higher-value aligner business.

Rollout. PRO Retainers & Night Guards lead in Aug/Dec 2026 (clinical testing "near completion"), PRO Aligners follow in Dec 2026 (testing "commencing"), HOME Retainers & Night Guards in Mar 2027, and PRO Sleep Apnea oral appliances in Jul 2027 via a partnership with EMA, a 30-year oral-appliance-therapy pioneer. Sleep apnea (~15–25M potential U.S. patients) and night guards/bruxism (~30–50M) materially expand the addressable surface beyond retainers.

Section III · The case for
03

Bull Case

Six reasons a disciplined committee could be constructive on this opportunity.

i

Demand is already pulling, pre-marketing

The deck reports daily inbound from patients, parents, and dentists searching for "plastic-free" and "non-toxic" retainers — before any advertising spend. Unsolicited demand is the single most credible early signal a venture can show, and the microplastics-in-the-body narrative is a durable, compounding tailwind.

ii

A genuinely differentiated product claim

If the 100%-traditional-plastic-free and compostability claims hold up, GREEN occupies a category of one against a field of ~70% bio-based competitors. That is a marketing moat and a potential regulatory tailwind (FTC Green Guides reward substantiated claims and punish the rest), reinforced by a pending patent.

iii

Operators returning to their own category

The team created GT FLEX and sold 100+ metric tons of it since 2020. This is not a lab spin-out; it is a group with manufacturing know-how, IP fluency, and live industry relationships — including a committed Latin-American distribution partner and the EMA sleep-apnea tie-up.

iv

Subscription fits retainers structurally

Retainers must be replaced as any thin appliance deforms over time; the material's finite life converts a product limitation into a recurring-revenue feature against a ~100M installed base. The industry is already drifting toward retainer subscriptions, so GT Smiles rides an existing behavioral shift rather than creating one.

v

Capital-efficient, near-term to breakeven

A $2–3M raise — $1M committed — with cash-flow breakeven projected for early-to-mid 2027 is a fundamentally different risk profile than capital-intensive science bets. The downside is contained, there is no plant to build, and the company has multiple independent shots (retainers, night guards, aligners, apnea).

vi

Large TAM with a credible wedge & global optionality

The strategy sequences correctly: an easy, enormous beachhead (retainers) funding entry into higher-value, recurring categories. Existing partners stand ready for Europe, Australia, Latin America, and Asia — the U.S. plan is explicitly only the first leg.

Section IV · The case against
04

Bear Case

Seven reasons the same committee should be cautious — several of which are gating, not merely discounting.

i

The core claim is unproven, and it is the whole thesis

"100% traditional-plastic-free," "only material of its kind," and "compostable" are deck assertions, not independently verified results. Clinical testing is "near completion / commencing"; the patent is pending. If the differentiator does not survive third-party testing, the marketing moat and the premium both evaporate.

ii

Biodegradability cuts both ways

"Up to six months before significant changes" means the appliance degrades in the mouth. For a device whose job is to hold tooth position, dimensional instability is a clinical failure mode — risking relapse, dissatisfaction, and liability — not simply a tidy replacement cadence. In-mouth durability data is the diligence item that matters most.

iii

Hockey-stick projections, thin support

Revenue compounds from $0.5M to $663.8M — ~1,300× in seven years — and turns EBITDA-positive in year two. No committed order book or signed pipeline is shown to underwrite the 2027 jump to $14.6M. These are aspiration curves; we would treat them as a ceiling scenario, not a base case.

iv

Encumbered exit economics

The GREEN IP partner can claim up to $20M or 10% of enterprise value on a sale; Navarro holds a 10% preferential carve-out of the aligner silo; the material is licensed, not owned. The economics that matter to an equity investor at exit are diluted before common holders see proceeds.

v

Regulated devices, real execution risk

Aligners, night guards, and apnea appliances are regulated medical devices requiring clinical validation, quality systems, and manufacturing scale-up (injection-molding a novel polymer). "Near completion" milestones routinely slip, and a four-product, two-channel launch on a $2–3M budget is ambitious to the point of strain.

vi

The incumbent can copy "green" if it works

Align (Invisalign) controls roughly 90% of the clear-aligner market with ~230k trained providers and $4B in revenue. "Eco" and "plastic-free" are positioning, not technology that a well-capitalized incumbent cannot fast-follow once GT Smiles proves the demand is real and durable.

vii

The round may be underfunded for its ambition

$2–3M to fund GREEN R&D, IP licensing, clinical evaluation across multiple lines, and operations to breakeven is tight. The "$300–600k of opex to cash-flow-positive" line looks optimistic; a follow-on (and further dilution) is the likely reality, and the next round will not necessarily price as kindly.

Section V
05

Economics & Projections

The model is internally coherent and the unit economics it implies are attractive — gross margins widening toward the mid-60s% and EBITDA margins approaching the high teens by 2030. The question is not whether the math works if the assumptions hold; it is whether the adoption assumptions underneath it are achievable. Below we present the deck's figures as given and flag where we would discount them.

Management projections, 2026–2033

Revenue and gross profit (bars, $M) with EBITDA overlay (line). As shown in the deck.

Implied equity value @ 30× P/E

Deck applies a 30× multiple to projected net income. See valuation note below.

On the valuation method. The deck values the company by applying a 30× P/E to projected net income and benchmarks against Align Technology's multiple. Two cautions. First, applying a mature public-company earnings multiple to the forecast earnings of a private, pre-revenue start-up conflates two very different risk profiles; the appropriate comparison is a venture multiple on near-term, de-risked results, not a public P/E on a 2033 projection. Second, Align currently trades around 29–30× trailing earnings — broadly in line with the deck's 30× assumption, but below the "average 50.33×" framing the deck emphasizes, and Align's own multiple has ranged from the single digits to over 100× across a decade. The multiple is defensible; the earnings it is applied to are the speculative part.

Use of proceeds — $2–3M Series A

Midpoint allocation of the stated use-of-proceeds ranges. R&D/inventory and IP licensing dominate.

Our base-case posture: treat 2026–2027 figures as the only near-term-testable portion of the model, and the 2030–2033 figures as an illustrative upside scenario contingent on (a) the product claims verifying, (b) the PRO channel converting at the assumed rate, and (c) subscription retention behaving as modeled. None of these three is yet evidenced.

Section VI
06

Risk Matrix

RiskSeverityAssessment
Product claim fails verificationHighThe "100% plastic-free / compostable" differentiator is unconfirmed by independent testing. Gating — the thesis does not survive its failure.
In-mouth dimensional stabilityHighA biodegradable retainer that shifts before its replacement window is a clinical and liability problem. Requires durability data.
Projection / adoption shortfallHigh~1,300× revenue ramp with no shown order book. Most likely outcome is materially slower adoption than modeled.
Encumbered exit economicsMedium$20M-or-10%-of-EV IP claim plus aligner-silo carve-out reduce equity recovery at exit. Diligence on the license is essential.
Regulatory & clinical timingMediumMedical-device pathways and manufacturing scale-up routinely slip; launch dates should be treated as optimistic.
Under-capitalization / dilutionMedium$2–3M for a four-product, two-channel launch implies a likely follow-on and further dilution.
Incumbent fast-followMediumAlign and others can co-opt "green" positioning if demand proves durable; first-mover advantage is time-limited.
Key-person / partner concentrationLowerReliance on the founder, the licensed GREEN IP, a single large committed investor, and the EMA partnership.
Capital intensity / total loss pathLowerMitigant, not a risk: small raise, no plant build, near-term breakeven — the downside is more contained than typical venture science.
Section VII
07

Recommendation

On balance, this is neither a clear pass nor a conviction buy. The favorable asymmetry — small ask, committed lead, near-term breakeven, real demand, capped downside — argues against an outright decline. The unverified core claim and the aspirational model argue against a full-size check. The disciplined answer sits between them.

Anchor a small position. Gate the rest to evidence.

We recommend a modest initial allocation sized so that a total loss is immaterial to the portfolio, structured to preserve pro-rata rights, and explicitly conditioned on satisfaction of the diligence items below. We would commit the balance of any larger position only after the first PRO launch produces real sell-through and the claims verify.

i
Independent material verificationThird-party laboratory confirmation of the 0%-traditional-plastic and compostability claims, and of in-mouth dimensional stability over the stated six-month window.
ii
Regulatory pathway confirmationDocumented FDA classification and clearance pathway for each device line, with realistic timelines — not "near completion" language.
iii
GREEN license reviewFull review of the IP license terms behind the $20M-or-10%-of-EV claim and the aligner-silo carve-out, to quantify true equity recovery at a range of exit values.
iv
Evidence of real demand conversionBeyond inbound emails: signed PRO-channel commitments, pilot dentist accounts, or pre-orders that convert interest into a near-term revenue base.
v
Capitalization & runway stress testA funded path to breakeven that survives a 6–12 month launch slip without an emergency raise, with the follow-on dilution path made explicit.

What would move us to a full position. Verified claims, a granted (not pending) patent, a first PRO launch with real reorder/subscription data, and a license review that confirms equity holders retain the majority of exit value. What would move us to a decline. Failure of the material claim on independent testing, evidence of clinical instability, or license terms that materially impair exit economics.

Section VIII
08

Appendix

A.1 · Management projections (deck), $M USD

Line20262027202820292030203120322033
Revenue0.514.646.899.7195.2332.3492.2663.8
COGS0.45.718.338.172.8122.4179.0238.5
Gross Profit0.18.928.561.6122.4209.9313.2425.3
EBITDA(1.4)2.17.515.834.764.995.4129.6
Net Income(1.7)2.05.812.126.349.372.498.2
Value @ 30× P/En/a60.0174.0363.0789.01,4792,1722,946

A.2 · Capitalization (deck)

HolderPre-Series APost-Series AContribution
Marc Ginsburg (CEO)45.15%35.00%
Benjamin Bradley (COO)9.48%7.35%
Vinh Lam (CTO)7.29%5.66%
Add'l Lam Family (5)16.24%12.59%
Other founders / advisors8.14%6.32%
Good Fit Technologies9.70%7.52%
Educore Solutions4.85%3.76%
Donald T. Burgy3.00%4.80%$0.5M (+$0.5M opt.)
Marco Navarro5.00%+10% aligner silo
Jose Safar Boueri (lead)5.00%$1.0M
Others (new)10.00%$2.0M (max)
Total100.0%100.0%$4.0M

Material overhang (deck note 3): a contract with the key GREEN IP partner could trigger a maximum payout of $20M or 10% of enterprise value on a future sale of GT Smiles, diluting all then-current holders. Note 2: Navarro holds 10% additional preferential ownership of the aligner business silo.

A.3 · Sources & conflicts

Primary source: GT Smiles company overview deck, May 2026. Public reference points: Align Technology Q1 2026 results and current trading multiple (~29–30× TTM P/E; 10-year range ~6×–115×), drawn from public market data. Microplastics-in-tissue research is cited by the deck to CNN (June 2025) and is consistent with the broader peer-reviewed literature.

TOC-23 conflicts disclosure: as of the date of this memorandum, neither TOC-23 nor any member of its capital allocation team holds any position in GT Smiles, Inc., nor is any related party engaged in an advisory, banking, or commercial relationship with GT Smiles, Good Fit Technologies, Educore Solutions, or EMA.

Important Disclosures

This memorandum is prepared by the TOC-23 Capital Allocation team for the exclusive use of TOC-23 advisory clients and their authorized representatives. It reflects the opinions of the authors as of May 28, 2026, based on information reasonably believed to be reliable but not independently verified. The principal source is an issuer-prepared pitch deck; figures attributed to the deck have not been audited and should be treated as management representations.

Projections and forward-looking statements involve known and unknown risks and uncertainties; actual results may differ materially. Nothing in this document constitutes an offer to sell or the solicitation of an offer to buy any security, nor does it constitute investment, legal, tax, or accounting advice. Past performance is not indicative of future results. Investments in pre-revenue, privately held securities such as GT Smiles carry the risk of total loss of principal. Recipients should consult their own qualified advisors before acting on any information contained herein.

TOC-23 is an SEC-registered investment adviser; registration does not imply a particular level of skill or training. This memorandum is privileged and confidential and may not be redistributed without the express written consent of TOC-23.

TOC-23 · Capital Allocation Client-Privileged May 28, 2026 · v1.0