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Preliminary Offering Circular, Dated September 3, 2015

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PART II

ITEM 1: OFFERING CIRCULAR

Sun Dental Holdings, LLC

1800 9^th Ave N, St Petersburg, Florida, 33713

Telephone number: (866) 561-9777

Best Efforts Offering of [                    ] Class A Common Units

We are offering a minimum of $5,000,000 of Class A Common Units and a maximum of $20,000,000 of Class A Common Units at a fixed price of $[        ] per unit in a “Tier 2 Offering” under Regulation A (the “Offering”). This Offering is being conducted on a “best efforts” minimum/maximum basis through our placement agent VRA Partners, LLC (the “Placement Agent”). The Placement Agent is not purchasing or selling any securities pursuant to this offering. The Placement Agent will receive compensation for sales of the securities offered hereby at a fixed commission rate of 4.5% of the gross proceeds of the Offering. See “Plan of Distribution” and “Securities Being Offered” for a description of our Class A Common Units.

The Offering will terminate on the earlier of: (i) a date mutually acceptable to us and the Placement Agent after the date at least $5,000,000 of our Class A Common Units are sold; (ii) such time as $20,000,000 of our Class A Common Units are sold; or (iii) [insert date that is 180 days from date of qualification], 2016; or (iv) when the Board of Directors decides that it is in our best interest to terminate the Offering prior to the completion of the sale of at least $5,000,000 of Class A Common Units. Funds for the units will be deposited into escrow with [                ] until a minimum of $5,000,000 of Class A Common Units have been sold. In the event we do not sell a minimum of $5,000,000 of Class A Common Units by [insert date that is 180 days from date of  qualification], 2016, escrowed funds will be promptly returned to investors without interest or deduction. In the event that a minimum of $5,000,000 of Class A Common Units are sold by [insert date that is 180 days from date of qualification], 2016 we will close on those funds received and promptly issue the Class A Common Units.

Our Class A Common Units are not listed on any national securities exchange or in the over-the-counter inter-dealer quotation system and there is no market for our Class A Common Units.

This Form 1-A is following the Offering Circular format rather than Part I of Form S-1.

The purchase of the securities offered through this Offering Circular involves a high degree of risk. You should carefully read the entire Offering Circular, including the section entitled “Risk Factors” beginning on page 14 before buying any Class A Common Units.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

GENERALLY, NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(D)(2)(I)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO WWW.INVESTOR.GOV.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The approximate date of commencement of proposed sale to the public is [                    ].

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ITEM 2: TABLE OF CONTENTS

We have not, and the Placement Agent has not, authorized anyone to provide any information other than that contained or incorporated by reference in this Offering Circular prepared by us or to which we have referred you. Neither we nor the Placement Agent take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This Offering Circular is an offer to sell only the Class A Common Units offered hereby but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this Offering Circular is current only as of its date, regardless of the time of delivery of this Offering Circular or any sale of Common Units.

For investors outside the United States: We have not done anything that would permit this Offering or possession or distribution of this Offering Circular in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourselves about and to observe any restrictions relating to this Offering and the distribution of this Offering Circular.

Certain industry data and market data included in this Offering Circular were obtained from independent third-party surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. Our estimates presented herein are based upon our review of independent third party surveys and industry publications prepared by a number of sources and other publicly available information. The market data used in this Offering Circular involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that the information from these industry publications and surveys that is included in this Offering Circular is reliable. The industry in which we operate is subject to risks due to a variety of important factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

We own the trademarks, service marks and trade names that we use in connection with the operation of our business. This Offering Circular may also contain trademarks, service marks and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Offering Circular is not intended to, and should not be read to, imply a relationship with or endorsement or sponsorship of us. Solely for convenience, some of the trademarks, service marks and trade names referred to in this Offering Circular are listed without the ^TM, ^SM and ^® symbols, but we will assert, to the fullest extent under applicable law, our applicable rights, if any, in these trademarks, service marks and trade names. All other trademarks are the property of their respective owners.

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Definitions

Unless otherwise noted or indicated by context, the following terms used in this Offering Circular have the following meanings:

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Offering Circular contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements may be identified by the use of words such as “will,” “believes,” “plans,” “estimates,” “anticipates,” “expects,” “intends,” or words of similar import. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in this Offering Circular. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations.

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Consequently, you should not place undue reliance on forward-looking statements.

ITEM 3: SUMMARY AND RISK FACTORS

This summary highlights information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all of the information that you should consider before investing in the Class A Common Units. You should carefully read the entire Offering Circular, especially concerning the risks associated with the investment in the Class A Common Units discussed under the “Risk Factors” section.

Unless we state otherwise, the terms “we,” “us,” “our,” “Company,” “Sun Dental Labs,” “management,” or similar terms collectively refer to Sun Dental Holdings, LLC and its subsidiaries Sun Dental Laboratories, LLC (United States), Sun Dental Laboratories, SAS (France), Sun Dental Lab, GmbH (Germany), Sun Dental Laboratories, UK (United Kingdom), Sun Dental Laboratories AB (Sweden), Sun Dental Laboratories BV (Netherlands), World Star Dental Laboratory Ltd. (China) and OceanBlue International Group Limited (China).

Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Special Note Regarding Forward-Looking Statements.”

SUMMARY

Business Overview

Founded in 2004, Sun Dental Labs is a leading global dental technology and device manufacturing company. The Company provides a unified digital technology manufacturing platform that fully integrates digital scanning, a cloud-based data management system and 3D printing into the manufacturing process to produce a comprehensive line of over 400 different branded custom dental devices, including crowns, bridges, partials, dentures, implants and orthodontic devices. Our brands include SUNTECH, SUNCAST, SUNFLEX, SunDenture and SunOrtho. We have seven design and manufacturing facilities with computer-aided design / computer-aided manufacturing (“CAD/CAM”) technology in the U.S., United Kingdom, Sweden, Netherlands, Germany, France and China. Our design and manufacturing facilities adhere to some of the most stringent quality standards in the world for dental labs. We believe our global presence positions us to capture significant growth opportunities in the highly fragmented U.S. and international dental lab markets. We currently have active customer relationships with over 5,000 dental practices which order devices from us directly for their patients and over 1,800 dental labs which order devices from us to supply their dental practice customers. In 2014, we manufactured and sold over 235,000 custom dental devices. Since inception we have sold over 2 million custom dental devices worldwide.

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Representative Sun Dental Labs Custom Dental Devices
Crowns		Bridges		Partials		Implants		Dentures		Orthodontic Devices

We believe that the standard of dental care should and will evolve from traditional labor intensive methods to a digital solution. Traditionally, dentists have created physical dental impressions by having patients bite into an uncomfortable mouth tray filled with molding material and hold in the mouth until a mold is completed, typically taking 15 to 20 minutes from start to finish. The dentists then ship the mold to a dental lab for manual creation of a custom dental device and receive the finished device 2 to 3 weeks later. Inherent in this traditional method are inconsistencies in quality due to an intensive manual manufacturing process, slow turnaround times and added costs for impression materials and shipping. We believe that with our innovative SunDigital Solution, we are leading the digital technology evolution in the custom dental device manufacturing process to address and resolve issues associated with this traditional method.

Building on our history of developing innovative custom dental devices and a global manufacturing footprint, Sun Dental Labs has spent the last three years creating a design and manufacturing infrastructure that integrates the latest digital workflow, CAD/CAM and 3D printing technology into the manufacturing process. We began this innovation process by using in-house 3D scanners to create 3D digital models of physical dental impressions sent to us by dentists and dental labs and then transmitting the digital models to our design and manufacturing facilities. By eliminating the need to ship physical dental impressions to the manufacturing facilities and incorporating other process efficiencies, we successfully created industry-leading turnaround times of five days for high quality custom dental devices. We believe our recent introduction of digital scanners will accelerate the adoption of our SunDigital Solution by dental practices and dental labs worldwide and generate significant revenue growth for the Company. With our infrastructure and high quality product and service offering in place in the U.S., we are well-positioned to devote more resources to sales and marketing to generate greater sales volumes. In 2016, we expect to roll out our SunDigital Solution in Europe, Latin America and Asia.

We believe that our proprietary SunDigital Solution is the only unified, fully-integrated digital technology manufacturing platform which seamlessly integrates digital scanning and a cloud-based data management system into an advanced manufacturing process. The SunDigital Solution is designed to provide an effective turnkey solution that streamlines the process for dentists and dental labs, enables our customers to quickly and efficiently deliver custom dental devices of consistent high quality to their patients, improves turnaround times and reduces costs relating to impression materials and shipping. Furthermore, we believe that our closed product supply chain with our customers will generate a sustainable source of recurring revenue and significant growth for the Company. Our SunDigital Solution includes the following:

		•		Our SunDigital Solution business bundle for dentists includes the CS 3500 digital intraoral scanner which enables dentists to create a highly accurate 3D digital dental impression in minutes directly from the patient’s mouth. This allows for enhanced impression accuracy and a better patient experience when compared to the uncomfortable and messy traditional tray and impression method. Unlike many intraoral scanners on the market, the CS 3500 is portable and comfortable in both the dentist’s hand and in the patient’s mouth.
		•		Our SunDigital Solution business bundle for dental labs includes the SunScanM impression scanner which allows technicians to quickly create a 3D digital dental impression from traditional impressions, verify the quality of the impression and communicate with their customers.

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		•		Whether originating from a dentist’s office or a dental lab, the encrypted 3D digital dental impression file is transmitted to Sun Dental Labs via our SunCloud platform. Our cloud-based case management and communications system allows for the secure transfer of customer and patient information directly to our design and manufacturing facilities around the world and allows for efficient production allocation to match our manufacturing capacity. The SunCloud provides customers with case tracking capabilities through computer and mobile applications, data analytics, direct communication with technical advisors and access to billing information. The SunCloud platform provides us the ability to track and monitor devices throughout the production process and ensure quality control over every device at every step in the process.
		•		Once transferred from the SunCloud, our state-of-the-art manufacturing facilities ensure the production of high quality custom dental devices which are then shipped back to our customers.

The table below illustrates the greater efficiency and industry-leading turnaround times generated from using the latest CAD/CAM technology and 3D printing in our SunDigital Solution as compared to the manually intensive workflow of a traditional dental lab.

Our revenues are well diversified on a geographic, customer and product basis and have increased significantly in the past five years from $7.0 million in 2009 to $17.5 million in 2014. Our revenues declined for the years ended December 31, 2013 and 2014, during which period we focused our attention on investing in our technology infrastructure and expanding manufacturing and operations in the U.S. and overseas in order to position us to effectively implement our SunDigital Solution. We also made the strategic decision to deemphasize sales to third party customers from our China design and manufacturing facility in mid 2014 as we began to implement our technology transformation. We substantially completed such efforts in January 2015 and for the six months ended June 30, 2015, our revenues grew 4.6% over the same period in 2014, or 12.2% on a currency-adjusted basis. We introduced our SunDigital Solution in the U.S. in January 2015, which led to a 28.4% increase in unit sales in the U.S. through the first six months of 2015 as compared to the same period in 2014. We will continue to promote our SunDigital Solution to our dentists and dental lab customers in the U.S. and recently began selling intraoral scanners to dentists. We expect to complete development of our SunDigital Solution for Europe, Asia and Latin America for introduction to international customers in 2016 to further expand our business. With the maximum net proceeds from this Offering and continued adoption of our SunDigital Solution by dentists and dental labs, we believe that we can attain 135% top-line growth in 2016 with revenues of approximately $45,785,000 and EBITDA of $5,514,000. Additionally, assuming we raise the maximum net proceeds, our minimum annual revenue growth target is 30% for the three years thereafter and we expect to increase our EBITDA margin over such three year period.

2014 Revenues by Geography		2014 Revenues by Customer		2014 Revenues by Product

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Our Market Opportunity

We operate in the global dental device market which includes the manufacture and distribution of custom dental devices, such as crowns, bridges, partials, dentures, implants and orthodontic devices. According to the National Association of Dental Laboratories’: A Global Strategic Business Report, the global dental device market is expected to generate $14.5 billion in revenues in 2015, with the U.S., as the largest market, expected to generate $5.2 billion in revenues in 2015. We expect continued growth in the market primarily driven by the growing aging population base and greater purchasing power of the baby boomer generation, higher demand for improved dental aesthetics, greater per capita expenditure on health services and the expansion of healthcare insurance availability and coverage. We believe that our proprietary SunDigital Solution will position us to compete for and capture a significant portion of the global custom dental device market.

A variety of factors drive the fragmentation in the dental lab market. Governmental regulations, scarcity of skilled technicians, significant technology and equipment investment costs, research and development costs and the fast pace of technological change have historically created obstacles to the creation of a scalable modern manufacturing platform equipped to meet increased volumes, while maintaining high quality standards. According to IBISWorld, the U.S. has over 9,000 dental labs. Of those labs, the National Association of Dental Laboratories estimates that 73% have annual revenues less than $750,000. Many dental labs are limited in scale and do not have the resources to invest significantly in new technologies to support higher quality standards and faster turnaround times. A Dental IQ survey estimates that nearly 50% of dentists change labs every five years due to dissatisfaction with production quality and timing delays.

The sole customers of dental labs are dental practices. According to the American Dental Association, there are approximately 127,500 dental practices in the U.S. and over 324,000 dental practices in the U.S. and Europe. Currently, according to Dentistry IQ, approximately 90% of dental practices in the U.S. are using traditional physical dental impression methods versus digital solutions. Challenges associated with traditional physical dental impression methods include:

Challenges for Dentists:

Challenges for Dental Labs:

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Our Competitive Strengths – What Sets Us Apart

We believe the following strengths provide us with a significant competitive advantage in successfully growing our market position:

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Our Growth Strategies

We plan to grow our position as a leading global dental technology and device company through the following strategies:

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Use of Proceeds

A portion of the net proceeds raised in this Offering will be used to purchase additional digital manufacturing equipment and technology and to acquire a dental lab facility in Latin America. Adding new capabilities and incremental 24/7 manufacturing capacity will allow us to accommodate increasing demand and improve service to our customers. Additionally, we plan to utilize a portion of the net proceeds to retire certain indebtedness, execute strategic acquisitions and for general working capital uses, including adding additional experienced management and sales and marketing professionals to fuel our growth. See “Use of Proceeds”.

Employees

As of June 30, 2015, we had 336 employees, including 282 in manufacturing and operations, 17 in sales and marketing, 16 in research and development and 21 in general and administrative functions.

Company Information

Sun Dental Holdings, LLC was organized as a Florida limited liability company on January 21, 2005. Sun Dental Laboratories, LLC, now a subsidiary of Sun Dental Holdings, LLC, was organized as a Florida Limited liability company on March 5, 2004. Our principal executive offices are located at 1800 9^th Ave N, St Petersburg, Florida, 33713, and our phone number is (866) 561-9777. Our website is www.sundentallabs.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Offering Circular, and you should not consider information on our website to be part of this Offering Circular.

The Offering

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Summary Financial Information

We present below our summary historical financial and operating data. The historical financial data as of December 31, 2014 and 2013 and for the years ended December 31, 2014 and 2013 has been derived from our audited consolidated financial statements and the related notes thereto, which are included elsewhere in this Offering Circular and which have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The historical financial data as of June 30, 2015 and 2014 and for the six months ended June 30, 2015 and 2014 has been derived from our unaudited interim condensed consolidated financial statements and the related notes thereto, which are included elsewhere in this Offering Circular.

Our historical results are not necessarily indicative of the financial results to be expected in any future periods. You should read this information in conjunction with our consolidated financial statements and related notes included elsewhere in this Offering Circular, as well as the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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EBITDA and Adjusted EBITDA

In addition to the results provided in accordance with U.S. GAAP, we provide non-GAAP measures which present operating results on an adjusted basis. Disclosure in this Offering Circular of EBITDA and Adjusted EBITDA, which are a non-GAAP financial measures, is intended as supplemental measures of our performance that is not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA should not be considered as alternatives to net income or any other performance measure derived in accordance with GAAP. Our presentation of EBITDA and Adjusted EBITDA should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. For additional information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following table reconciles Net income attributable to Sun Dental Holdings, LLC to EBITDA and Adjusted EBITDA for the periods indicated below:

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RISK FACTORS

The purchase of the securities offered hereby involves a high degree of risk. Each prospective investor should consult his, her or its own counsel, accountant and other advisors as to legal, tax, business, financial, and related aspects of an investment in the securities offered hereby. Prospective investors should carefully consider the following specific risk factors, in addition to the other information set forth in this Offering Circular, before purchasing the securities offered hereby.

RISKS RELATING TO OUR BUSINESS

We incurred net losses in 2014 and the six months ended June 30, 2015 and may never become or remain profitable.

We incurred net losses of approximately $949,947 and $952,865 for the year ended December 31, 2014, and the six months ended June 30, 2015, respectively. Over the past three years we focused our attention on building out infrastructure and expanding manufacturing and operations in the U.S. and overseas and as we did so it impacted our revenue and costs. We do not know with any degree of certainty whether or when we will become profitable. Should we be able to achieve profitability in future periods, we may or may not be able to sustain or increase our profitability in successive periods.

If we fail to convert our current customers to our SunDigital Solution or fail to develop new customer relationships, our ability to grow our business will be impaired.

Our growth depends on our ability to convert our current customers to our SunDigital Solution and to develop new customer relationships with dentists and dental labs that use us to manufacture custom dental devices and provide related services. We cannot guarantee that we will be successful in converting customers or that new customers will be found, that any such relationships will be successful when they are in place, or that business with customers will increase. Failure to convert existing customers, develop new customers and expand such relationships could have a material adverse effect on our business, results of operations and financial condition.

We do not have long-term contracts with customers and our customers may cease purchasing products at any time, which could significantly harm our revenues.

We generally do not have long-term contracts with our customers. As a result, our agreements with our customers do not currently provide us with any assurance of future sales. Our customers can cease purchasing products from us at any time without penalty, they are free to purchase products from our competitors, they may expose us to competitive price pressure on each order and they are not required to make minimum purchases. Any of these actions taken by our customers could have a material adverse effect on our business, financial condition or results of operations.

If we cannot continue to respond to technical innovations we may not be able to compete effectively.

We believe that our future success will depend, in part, upon our ability to continue to respond to technological innovations by the dental industry and introduce innovative design extensions for our existing devices and to manufacture and market new devices. We cannot assure you that we will be successful in the introduction, manufacturing and marketing of any new devices or device innovations, or develop and introduce, in a timely manner, innovations to our existing devices that satisfy customer needs or achieve market acceptance. Our failure to introduce new devices successfully and in a timely manner, and at favorable margins, could harm our ability to successfully grow our business and could have a material adverse effect on our business, results of operations and financial condition.

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Demand for our products may not increase as rapidly as we anticipate due to a variety of factors including any weaknesses in general economic conditions.

Consumer spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, gas prices, consumer confidence and consumer perception of economic conditions. A general slowdown in the U.S. economy and certain international economies or an uncertain economic outlook would adversely affect consumer spending habits which may, among other things, result in a decrease in the number of overall cases, patient traffic in dentists’ offices, consumer spending on higher value procedures or demand for dental services generally, each of which would have a material adverse effect on our sales and operating results. Weakness in the global economy results in a challenging environment and dentists may postpone investments in capital equipment, such as intraoral scanners. Increased market acceptance of all of our products will depend in part upon the recommendations of dental professionals, as well as other factors including effectiveness, safety, ease of use, reliability, aesthetics and price compared to competing products.

Risks inherent in doing business in China.

A significant portion of our devices are currently manufactured at our manufacturing facility in Shenzhen, China. Digital impressions which are transmitted electronically to our manufacturing facilities in China are used to manufacture our products. We depend on the performance and reliability of the Internet infrastructure in China and in the event of disruptions, failures or other problems with China’s Internet infrastructure, we may not have access to alternative networks. Additionally, to be able to continue to successfully manufacture our products in China we will need to continue to attract and retain qualified personnel and we cannot assure you that we will be able to do so. Employee turnover in China is high due to the intensely competitive and fluid market for skilled labor and increasing wages. Operations in China are subject to greater political, legal and economic risks than our operations in some other countries. In particular, the political, legal and economic climate in China is fluid and unpredictable. We may face the risks of inconsistent government policies and encountering sudden currency revaluations. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations such as those related to, among other things, taxation, import and export tariffs, environmental regulations, land use rights, intellectual property, employee benefits and other matters. In addition, costs or operational limitations may be imposed in connection with obtaining and complying with legal permits to operate in China. Any one of the factors cited above, or a combination of them, could result in unanticipated costs, which could materially and adversely affect our manufacturing facility in China.

Any loss of China’s Normal Trade Relations (“NTR”) with the United States, or any changes in tariffs or trade policies, could increase our manufacturing expenses and make it more difficult for us to manufacture our products in China, if at all.

The majority of our devices are manufactured in China and exported from China to the United States and worldwide. As a result of opposition to policies of the Chinese government and China’s growing trade surpluses with the United States, there has been, and in the future may be, opposition to the extension of NTR status for China. The loss of NTR status for China, changes in current tariff structures, or adoption in the United States of other trade policies adverse to China could increase our manufacturing expenses and make it more difficult for us to manufacture our products in China, if at all. This could also apply to our business in Europe as well.

Our international operations expose us to foreign operational, political and other risks that may harm our business.

We sell our devices globally and the manufacturing of our products are performed outside of U.S. We also plan to further expand internationally. International operations and manufacturing expose us to risks and uncertainties that may affect our business or results of operation, including:

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If any of these risks materialize in the future, we could experience production or delivery delays, increased expenses and lost or delayed revenue.

We are subject to foreign currency risks that could adversely affect our financial results

We operate in countries other than the United States, and, therefore, we are exposed to foreign currency risks. Approximately 50% of our revenues were from outside of the United States. We bill direct sales outside of the United States in local currencies. We expect that the percentage of our sales denominated in foreign currencies will increase in the foreseeable future as we continue to expand into international markets. When sales or expenses are not denominated in U.S. dollars, a fluctuation in exchange rates could affect our net income. We believe that the risk of a significant impact on our operating income from foreign currency fluctuations is minimal. We do not currently hedge our exposure to foreign currency exchange rate fluctuations. Certain assets, liabilities and forecasted transactions are exposed to foreign currency risk, primarily the fluctuation of the U.S. dollar against European currencies and the Chinese yuan. We face transactional currency exposures that arise when our foreign subsidiaries enter into transactions, primarily on an intercompany basis, denominated in currencies other than their local currency. We also face currency exposure that arises from translating the results of our global operations to the U.S. dollar at exchange rates that have fluctuated from the beginning of the period.

We operate in a highly competitive and fragmented market that is increasingly global in scope.

The dental lab industry is highly competitive and fragmented. We believe there are currently over 9,000 dental labs in the United States. We compete with various companies, both within and outside the U.S.

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Some of our competitors may have substantially greater financial and manufacturing resources than we do, and may have been in business longer. Existing and potential competitors may have substantially greater financial, technical, sales and marketing, manufacturing, distribution and other resources and name recognition than us, as well as experience and expertise in intellectual property rights and in operations within certain international locations, any of which may enable them to compete effectively against us. Furthermore, we may face competition in the future from new companies that may enter the business. Increased competition may in the future result in volume discounting and price reductions, reduced gross margins, reduced profitability and loss of market share, and reduce dental professionals’ efforts and commitment to expand their use of our products, any of which could have a material adverse effect on our business. We cannot assure you that we will be able to compete successfully against our current or future competitors or that competitive pressures will not have a material adverse effect on our business, results of operations and financial condition.

Our CEO is subject to a non-compete agreement which could restrict our ability to grow our business.

Our CEO, Derek Diasti, co-founded another dental lab business known as DDS Lab, LLC which he sold to a private equity firm in 2014. In connection with the sale, he entered into a non-compete agreement which prohibits the solicitation of, other than through general solicitation, certain specific dental practices, group dental practices with 5 or more dentists in an office or 20 or more locations for the purpose of providing dental lab services. The non-compete agreement expires in June 2019. Our inability to solicit these certain specific dental practices, group dental practices with 5 or more dentists in an office or with 20 or more locations for the purpose of providing dental lab services could restrict our ability to grow our business.

If the security of our customer and patient information is compromised, patient care could suffer, we could be liable for related damages and our reputation could be impaired.

We retain confidential customer and patient information in our processing centers. Therefore, it is critical that our facilities and infrastructure remain secure and that our facilities and infrastructure are perceived by the marketplace and our customers to be secure. Despite the implementation of security measures, our infrastructure may be vulnerable to physical break-ins, computer viruses, programming errors, attacks by third parties or similar disruptive problems. If we fail to meet our clients’ expectations regarding the security of healthcare information, we could be liable for damages and our reputation could be impaired. In addition, patient care could suffer and we could be liable if our systems fail to deliver correct information in a timely manner. Our insurance may not protect us from this risk.

Interruptions to or other problems with our website and interactive user interface, information technology systems, manufacturing processes or other operations could damage our reputation and brand and substantially harm our business and results of  operations.

The satisfactory performance, reliability, consistency, security and availability of our website and interactive user interface, information technology systems, manufacturing processes and other operations are critical to our reputation and brand and our ability to effectively service customers. Any interruptions or other problems that cause our website, interactive user interface or information technology systems to malfunction or be unavailable, or negatively impact our manufacturing processes or other operations, may damage our reputation and brand, result in lost revenue, cause us to incur significant costs seeking to remedy the problem and otherwise substantially harm our business and results of operations.

A number of factors or events could cause such interruptions or problems, including among others: human and software errors, design faults, challenges associated with upgrades, changes or new facets of our business, power loss, telecommunication failures, fire, flood, extreme weather, political instability, acts of terrorism, war, break-ins and security breaches, contract disputes, labor strikes and other workforce related issues, capacity constraints due to an unusually large number of product developers and engineers accessing our websites or ordering parts at the same time, and other similar events. These risks are augmented by the fact that our customers come to us largely for our quick-turn capabilities and that accessibility and turnaround speed and quality are often of critical importance to customers. We are dependent upon our facilities through which we satisfy all of our production demands and in which we house all of the computer hardware necessary to operate our website and systems as well as managerial, customer service, sales, marketing and other similar functions, and we have not identified alternatives to these facilities or established fully redundant systems in multiple locations. However, we have back-up computing

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systems for operations in multiple locations worldwide. In addition, we are dependent in part on third parties for the implementation and maintenance of certain aspects of our communications and production systems, and therefore preventing, identifying and rectifying problems with these aspects of our systems is to a large extent outside of our control.

Moreover, the business interruption insurance that we carry may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business that may result from interruptions in our product lines as a result of system failures.

We rely on software that is highly technical, and if it contains undetected errors, our business could be adversely affected.

Our business relies on software, including software developed or maintained internally and/or by third parties, that is highly technical and complex. In addition, business depends on the ability of such software to store, retrieve, process, and manage immense amounts of data. The software on which we rely has contained, and may now or in the future contain, undetected errors, bugs, or vulnerabilities. Some errors may only be discovered after the code has been released for external or internal use. Errors or other design defects within the software on which we rely may result in a negative experience for users and marketers who use our products, delay product introductions or enhancements, result in measurement or billing errors, or compromise our ability to protect the data of our users and/or our intellectual property. Any errors, bugs, or defects discovered in the software on which we rely could result in damage to our reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect our business and financial results.

If a natural or man-made disaster strikes any of our manufacturing facilities, we will be unable to manufacture our products for a substantial amount of time and our sales will decline.

We currently manufacture a significant portion of our devices in our manufacturing facility located in China. This facility and the manufacturing equipment we use would be costly to replace and could require substantial lead time to repair or replace. Our facilities may be harmed by natural or man-made disasters, including, without limitation, earthquakes, floods, tornadoes, fires, hurricanes, tsunamis and nuclear disasters.

In the event any of our facilities are affected by a disaster, we may:

Although we possess insurance for damage to our property and the disruption of our business from casualties, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

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Any acquisition, strategic relationship, joint venture or investment could disrupt our business and harm our operating results and financial condition.

Our business and our customer base have been built primarily through organic growth. However, from time to time, we may selectively pursue acquisitions, strategic relationships, joint ventures or investments that we believe may allow us to complement our growth strategy, increase market share in our current markets or expand into other markets, or broaden our product and manufacturing capabilities. We are targeting a manufacturing facility in Latin America as well as select labs in the near future. However, we cannot forecast the number, timing or size of any future acquisitions or other similar strategic transactions, or the effect that any such transactions might have on our operating or financial results. Such transactions may be complex, time consuming and expensive, and may present numerous challenges and risks including:

Any one of these challenges or risks could impair our ability to realize any benefit from our acquisitions, strategic relationships, joint ventures or investments after we have expended resources on them, as well as divert our management’s attention. And any failure to successfully address these challenges or risks could disrupt our business and harm our operating results and financial condition. Moreover, any such transaction may not be viewed favorably by investors or stakeholders.

In addition, from time to time we may enter into negotiations for acquisitions, relationships, joint ventures or investments that are not ultimately consummated. These negotiations could result in significant diversion of management time, as well as substantial out-of-pocket costs.

We plan to continue expanding our operations abroad in countries where we currently have limited operating experience and may be subject to increased business and economic risks that could affect our financial results.

We plan to continue the international expansion of our business operations. We have offices and facilities in seven different countries. We may enter new international markets where we have limited or no experience in marketing, selling, and deploying our products. If we fail to deploy or manage our operations in international markets successfully, our business may suffer. In addition, we are subject to a variety of risks inherent in doing business internationally, including:

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If we are unable to expand internationally and manage the complexity of our global operations successfully, our financial results could be adversely affected.

Customs delays, a disruption in the operations of our primary freight carrier or higher shipping costs could cause a decline in our net revenues or a reduction in our earnings.

Since our manufacturing facility is in China our products must clear customs during the shipping process and if there are any delays in clearing customs, we may be unable to deliver our products to our customers on a timely basis. We are dependent on commercial freight carriers to deliver our products to our customers and if the operations of these carriers are disrupted for any reason, we may be unable to deliver our products to our customers on a timely basis. If we cannot deliver our products in an efficient and timely manner, our customers may reduce their orders from us and our net revenues and operating profits could materially decline. In a rising fuel cost environment, our freight costs will increase. If freight costs materially increase and we are unable to pass that increase along to our customers for any reason or otherwise offset such increases in our cost of net revenues, our gross margin and financial results could be adversely affected.

We may be subject to product liability claims, which could result in material expense, diversion of management time and attention and damage to our business and reputation and brand.

The products we manufacture may contain undetected defects or errors that are not discovered until after the devices have been used by dental patients. This could result in claims from dentists or patients, damage to our business and reputation and brand, or significant costs to correct the defect or error.

The sale and support of our products entails the risk of product liability claims. Any product liability claim brought against us, regardless of its merit, could result in material expense, diversion of management time and attention, damage to our business and reputation and brand, and cause us to fail to retain existing customers or to fail to attract new customers.

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Unauthorized use of our intellectual property by third parties, and the expenses incurred in protecting our intellectual property rights, may adversely affect our business.

We regard our trademarks, trade secrets and other intellectual property as critical to our success. Unauthorized use of our intellectual property by third parties may adversely affect our business and reputation. We rely on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, customers, business partners and others to protect our intellectual property rights. Despite our precautions, it is possible for third parties to obtain and use our intellectual property without authorization. Furthermore, the validity, enforceability and scope of protection of intellectual property in Internet related industries are uncertain and still evolving. In particular, the laws of China are uncertain or do not protect intellectual property rights to the same extent as do the laws of the United States. Moreover, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Future litigation could result in substantial costs and diversion of resources.

Changes in, or interpretation of, tax rules and regulations may impact our effective tax rate and future profitability.

We are a multinational company based in the United States and subject to tax in multiple tax jurisdictions, both domestic and abroad. Our future effective tax rates could be adversely affected by changes in statutory tax rates or interpretation of tax rules and regulations in jurisdictions in which we do business, changes in the amount of revenue or earnings in the countries with varying statutory tax rates, or by changes in the valuation of deferred tax assets and liabilities.

We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and will likely require additional funds to respond to business challenges, including the need to complement our growth strategy, increase market share in our current markets or expand into other markets, or broaden our technology, intellectual property or product line capabilities. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, our existing unitholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our Common Units. Any debt financing we secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

The continued success of our business depends heavily on key personnel, particularly our Chief Executive Officer and Chief Operating Officer.

The success of our business will depend heavily upon the abilities and experience of our Chief Executive Officer, Derek Diasti and our Chief Operating Officer, Chuck Stapleton. The loss of either Mr. Diasti or Mr. Stapleton would have a significant and immediate impact on our business, results of operations, if any, and overall financial condition. Further, the loss of either individual may force us to seek a replacement that may have less experience in the industry, fewer international business contacts and a weaker understanding of our overall business plan. We can make no assurances that we will be able to find a suitable replacement for either Mr. Diasti or Mr. Stapleton. In addition to our dependency on their continued services, our future success will also depend on our ability to attract and retain additional key personnel, especially technicians. At times there may be a shortage of skilled technical personnel. We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition.

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We primarily rely on our direct sales and marketing force to sell our products, and any failure to maintain our direct sales and marketing force could harm our business.

Our ability to sell our devices and generate revenues primarily depends upon our direct sales force. As of June 30, 2015, we had 17 people engaged in direct sales and marketing support. We do not have any long-term employment contracts with the members of our direct sales force. The loss of the services provided by these key personnel may harm our business. If we are unable to retain our direct sales force personnel or replace them with individuals of equivalent technical expertise and qualifications, or if we are unable to successfully instill such technical expertise or if we fail to establish and maintain strong relationships with our customers within a relatively short period of time, our net revenues and our ability to maintain market share could be materially harmed.

We may face increased regulatory action by, among other governmental entities, the United States Food and Drug Administration (the “FDA”).

The dental laboratory industry has faced increased scrutiny from the FDA and other governmental entities concerning the safety and efficacy of dental devices distributed in the United States from both foreign and domestic laboratories. As a result of this scrutiny, potential changes in laws, regulations and standards involving these issues, while new and evolving, are creating uncertainty in compliance requirements and could result in higher costs in order to comply with any revisions or additions to them and may create new legal liabilities if we fail to do so.

We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

To the extent that we operate outside the United States, we are subject to the Foreign Corrupt Practices Act (the “FCPA”) which prohibits U.S. companies and their intermediaries from bribing foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment. Any determination that we violated the FCPA could result in sanctions that could have a material adverse effect on our business.

Extensive and changing government regulation of the healthcare industry may be expensive to comply with and exposes us to the risk of substantial government penalties.

Numerous state and federal healthcare-related laws regulate our business, covering areas such as:

Failure to comply with these laws can result in substantial penalties and other liabilities. Complying with these laws and regulations could be expensive and time-consuming, and could increase our operating costs or reduce or eliminate certain of our sales and marketing activities or our revenues.

Our business may be adversely affected by the actions of and risks associated with our third-party suppliers.

If we experience declining operating performance, or if we experience liquidity challenges, our suppliers may demand accelerated payment of amounts due to them or require advance payments or letters of credit before goods

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are shipped to us. These demands could have a significant adverse impact on our operating cash flow and result in a drain on our liquidity. In addition, many of our suppliers may be significantly impacted by current macroeconomic conditions. We may have no warning before a supplier fails, which may have an adverse effect on our business and results of operations. Further, we cannot control the cost of our raw products, and cost increases must either be passed along to our customers or will result in erosion of our earnings.

Our business results are adversely affected by increases in labor, benefits and related costs.

The costs of labor and benefits have increased in recent years, particularly in China. If such trends continue, then our business could be negatively affected. Changes in law that may increase the funding of, and the expense reflected for, employee benefits, could also adversely affect our financial results of operations, financial position, and competitiveness.

Our operating results can be adversely affected by changes in the cost or availability of raw materials, particularly precious metals such as gold, platinum and palladium.

Pricing and availability of raw materials for use in our businesses, especially precious metals, such as gold, platinum and palladium which are components of many dental alloys, can be volatile due to numerous factors beyond our control, including domestic and international economic and geopolitical conditions, production levels, competition, consumer demand, and investor speculation. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, have a material adverse effect on our business, results of operations and financial condition. During periods of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Prolonged higher metal costs may thus have a negative impact on gross profit percentages. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of operations and financial condition. The combination of higher precious metal prices and increasing offshore competition has made it more difficult for us to pass on these additional costs without impacting our customer base.

We may experience manufacturing problems or delays that could limit the growth of our revenue or increase our losses.

We may encounter unforeseen situations in the manufacturing of our devices that could result in delays or shortfalls in our production. Our suppliers may also face similar delays or shortfalls. In addition, our or our suppliers’ production processes may have to change to accommodate any significant future expansion of our manufacturing capacity, which may increase our or our suppliers’ manufacturing costs, delay production of our devices, reduce our product gross margin and adversely impact our business. If we are unable to keep up with demand for our devices by successfully manufacturing and shipping in a timely manner, our revenue could be impaired, market acceptance for our devices could be adversely affected and our customers might instead purchase our competitors’ products.

RISKS RELATED TO OWNERSHIP OF OUR CLASS A COMMON UNITS

Following the Offering, your ability to sell the securities being offered will be restricted and there is no assurance that there will ever be a public market for our units at any time.

There is no public trading market for our Class A Common Units at this time and we can make no representation that any market for our Class A Common Units will ever develop. In addition, the LLC Agreement and applicable state securities laws and regulations impose transfer restrictions on the Class A Common Units. The Class A Common Units will not be quoted on any stock exchange or quotation system until such time as we seek a listing of our Class A Common Units which we do not plan to do at this time and in order to avoid being classified as a “publicly traded partnership” which would result in our being taxed as a corporation we will not participate in the establishment of any secondary market or substantial equivalent thereof nor will we recognize any transfers of Class A Common Units made on any such market and we intend to exercise our discretion regarding transfers of the Class A Common Units in a manner designed to prevent us from becoming a “publicly traded partnership”. While the Company may seek to do an IPO and list its securities on an exchange at a later date, there can be no assurances with respect thereto and in such case the Company would then be taxed as a corporation. With no public trading market, it may be extremely difficult or impossible for you to resell your Class A Common Units if

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you should desire to do so. In addition, there can be no assurance that, in the event you are able to find a purchaser for your Class A Common Units you will be able to resell such securities at the price you paid in this Offering. Therefore, prospective investors who require liquidity in their investment should not rely upon the securities being offered under this Offering as a short term component of their return on investment.

This offering is being conducted on a “best efforts” $5 million/$20 million minimum/maximum basis and we may not be able to execute our growth strategy if the $20 million maximum is not sold.

If you invest in the Class A Common Units and more than the minimum number of offered Class A Common Units are sold, but less than all of the offered Class A Common Units are sold, the risk of losing your entire investment will be increased. Our Placement Agent is offering our Common Units on a $5 million/$20 million minimum/maximum “best efforts” basis, and we can give no assurance that all of the offered Class A Common Units will be sold. Our officers, directors and affiliates may, but are not obligated to, purchase Class A Common Units in the Offering for the explicit purpose of satisfying the minimum offering amount. Any such purchases will be made for investment purposes only, and not with a view toward redistribution. If less than $10 million of Class A Common Units offered are not sold, we may be unable to fund all the intended uses described in this Offering Circular from the net proceeds anticipated from this Offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by Offering net proceeds.

The disproportionate voting rights of our Management Units have the effect of concentrating voting control with our CEO.

Our Management Units of which 200,000 units are outstanding have one hundred votes per unit, and our Class A Common Units we are offering has one vote per unit. Our Chief Executive Officer, Derek Diasti, controls approximately 99% of our voting Units and because of the one hundred-to-one voting ratio between our Management Units and Class A Common Units, he will continue to hold almost all of the voting power of our outstanding securities following this Offering and therefore be able to control all matters submitted to our unitholders for approval. This concentrated control will limit your ability to influence corporate matters for the foreseeable future.

Other than tax distributions, we do not intend to pay distributions for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and other than tax distributions, we do not expect to declare or pay any distributions in the foreseeable future.

You may be required to pay taxes on income from us even if you do not receive any cash distributions from us.

We are taxed as a partnership and not a corporation. As a holder of Class A Common Units you will be required to pay U.S. federal income taxes and, in some cases, state and local income taxes on your share of our taxable income, whether or not you receive cash distributions from us. You may not receive cash distributions from us equal to your share of our taxable income or even equal to the actual tax liability resulting from your share of our taxable income.

You may be required to return distributions paid to you under certain circumstances.

If we are otherwise unable to meet our obligations, under applicable law you may be obligated under applicable law to return, with interest, cash distributions previously received by you to the extent such distributions are deemed to constitute a return of capital contributions or are deemed to have been wrongfully paid to you.

Management has broad discretion in using the proceeds from this Offering.

We have broad discretion in the application of proceeds and the timing of the expenditure of this Offering. If we fail to invest the net proceeds effectively, we may not be successful in implementing our business plan. You may not have the opportunity to evaluate all of the economic, financial or other information upon which we base our decisions.

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The offering price of the Class A Common Units was set without using any recognized criteria of value.

The offering price for the Class A Common Units was established by us and should not be considered by you as an indication of the value of the Class A Common Units or our assets or earnings. Accordingly, the offering price may be excessive in relation to the return on investment. Since we set the offering price based on projections of future growth rate and future cash flow it may be difficult for you to evaluate an investment in the Class A Common Units. Accordingly, you should not rely on the offering price as an indication of the current or future value of the Class A Common Units.

We are not subject to Sarbanes-Oxley regulations and thus we lack the financial controls and procedures of public companies.

Although the JOBS ACT Regulation A requires certain scheduled reporting and audited financials, we do not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. We are currently not subject to the Sarbanes Oxley Act of 2002, and our financial controls reflect our status as a non-public company. We do not have the internal infrastructure necessary to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes Oxley Act of 2002. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of our financial controls. If we become a public company, the cost and expense of such compliance would be substantial and have a material adverse effect on our financial results.

You will experience immediate and substantial dilution as a result of this Offering.

The offering price of the Class A Common Units is substantially higher than the book value per unit, or the per unit value attributed from our tangible assets less our total liabilities, of our previously issued Units. If you purchase Class A Common Units in this Offering, you will incur immediate dilution in net tangible book value per unit.

Our financial projections may prove to be materially inaccurate.

The financial projections contained in this Offering Circular are based on management’s current expectations and do not contain any margin of error or cushion for any specific uncertainties, or for the uncertainties inherent in all financial forecasting. Our financial results may vary dramatically compared to our estimates, in some cases for reasons beyond our control. The assumptions management has used to produce these projections may significantly change or prove to be inaccurate. Accordingly, you should not unduly rely on any of these financial projections.

ITEM 4: DILUTION

If you invest in the Class A Common Units, your ownership interest will be diluted to the extent of the difference between the offering price per Unit and the net tangible book value per Unit immediately after completion of this Offering. Net tangible book value per Unit represents total tangible assets less total liabilities, divided by the number of Units outstanding. As of December 31, 2014, the net tangible book value of our Units was approximately $374,902, or approximately $0.02 per Unit based upon 20,280,000 Units outstanding and excludes as of [                    ]: [                    ] Special Equity Units available for grant under our 2015 Special Equity Plan.

After giving effect to our sale of Class A Common Units in this offering at the offering price of $[        ] per Class A Common Unit and the receipt and application of the estimated net proceeds, our pro forma net tangible book value as of December 31, 2014 would be $[        ] or $[        ] per Class A Common Unit. This represents an immediate increase $[        ] in net tangible book value, or $[        ] per Class A Common Unit to existing unitholders, and an immediate dilution in net tangible book value of $[        ] per Unit to purchasers of securities in this Offering. The following table illustrates this pro forma per Class A Common Unit dilution:

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ITEM 5: PLAN OF DISTRIBUTION

Placement Agent

VRA Partners, LLC, a broker-dealer registered with the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (FINRA) which we refer to herein as the Placement Agent, has agreed to act as a placement agent in connection with this Offering. Subject to the terms and conditions of the placement agent agreement dated August 11, 2015, we have agreed to sell and the Placement Agent has agreed to sell on our behalf, at the offering price less the underwriting discounts and commissions set forth below a minimum of [        ] Class A Common Units and a maximum of [                    ] Class A Common Units. The Placement Agent is not purchasing any securities offered by this Offering Circular, nor are they required to arrange the purchase or sale of any specific number or dollar amount of securities, but have agreed to use their best efforts to arrange for the sale of all of the securities offered hereby. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Offering.

We have agreed to pay the Placement Agent a fee of consisting of a non-refundable retainer of $50,000 plus 4.5% of the aggregate purchase price of the Units sold in this Offering and to reimburse for its reasonable out-of pocket expenses.

It is expected that the Placement Agent will conduct essentially all of the marketing and sales of the Class A Common Units. There is no assurance that additional placement agents will participate in the Offering. We also intend to utilize U.S. crowdfunding platforms such as Crowdfunder.com, Fundable.com, Equitynet.com, Fundamerica.com, Circle Up, Funded.com and Angellist.com, however, such crowdfunding platforms will not receive any commission or other remuneration based on sales of the Class A Common Units.

All expenses of the Offering Circular including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. We estimate the total offering expenses in this Offering that will be payable by us, excluding the Placement Agent’s fees, will be approximately $         which include legal, accounting and printing costs, various other fees and reimbursement of the Placement Agent’s expenses.

Escrow Arrangements

All funds sent to the Company by investors to purchase the Class A Common Units after the qualification of this Offering Circular will be deposited in a non-interest bearing escrow account, maintained by [                    ] (the “Escrow Agent”). Until we sell at least $5,000,000 of Class A Common Units, all investor funds will be held in such escrow account. If we do not sell at least $5,000,000 of Class A Common Units by [insert date that is 180 days from date of qualification], 2016 all funds will be promptly returned to investors without interest or deduction.

We have engaged [                    ] to perform the following administrative functions in connection with this offering in addition to acting as the escrow agent:

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No Public Market

Our Class A Common Units are not quoted on any stock exchange or quotation system. In addition, the LLC Agreement and applicable state securities laws and regulations impose transfer restrictions on the Class A Common Units. Our Class A Common Units will not be quoted on any stock exchange or quotation system until such time that we seek a listing of our Class A Common Units, which we do not plan to do at this time. In order to avoid being classified as a “publicly traded partnership,” which would result in our being taxed as a corporation, we will not participate in the establishment of any secondary market or substantial equivalent thereof nor will we recognize any transfers of Class A Common Units made on any such market. We intend to exercise our discretion regarding transfers of the Class A Common Units in a manner designed to prevent us from becoming a “publicly traded partnership”.

Offering Period and Expiration Date

This Offering will start on the date this Offering Circular is declared qualified by the SEC. The Offering will terminate on the earlier of: (i) a date mutually acceptable to us and the Placement Agent after the date at least $5,000,000 of our Class A Common Units are sold; (ii) such time as $20,000,000 of our Class A Common Units are sold; or (iii) [insert date that is 180 days from date of  qualification], 2016; or (iv) when the Board of Directors decides that it is in our best interest to terminate the Offering prior the completion of the sale of at least $5,000,000 of Class A Common Units. We may extend the offering period for an additional 90 days, unless the Offering is completed or otherwise terminated by us.

Procedures for Subscribing

If you decide to subscribe for any Class A Common Units in this Offering, you must:

Go to <URL> and follow their procedures as described.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this Offering Circular. Further, we will not accept any money until the SEC declares this Offering Circular qualified.

Investment Amount Limitations

Investors must answer certain questions to determine compliance with the investment limitation set forth in Rule 251(d)(2)(i)(C) under the Securities Act of 1933, which states that in offerings such as this one, where the securities will not be listed on a registered national securities exchange upon qualification, the aggregate purchase price to be paid by the investor for the securities cannot exceed 10% of the greater of the investor’s annual income or net worth. In the case of an investor who is not a natural person, revenues or net assets for the investor’s most recently completed fiscal year are used instead. The investment limitation does not apply to accredited investors, as that term is defined in Rule 501 under the Securities Act of 1933. An individual is an accredited investor if he/she meets one of the following criteria:

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An entity other than a natural person is an accredited investor if it falls within any one of the following categories:

Right to Reject Subscriptions

After we receive your complete, executed Subscription Agreement and the funds required under the Subscription Agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deductions.

Acceptance of Subscriptions

Upon our acceptance of a Subscription Agreement and receipt of full payment, we shall countersign the Subscription Agreement and issue a unit certificate along with a copy of the Subscription Agreement.

Once you submit the Subscription Agreement and it is accepted, you may not revoke or change your subscription or request a refund of monies paid. All accepted Subscription Agreements are irrevocable, even if you subsequently learn information about the Company that you consider to be materially unfavorable.

Selling Restrictions

Canada. The offering of the Class A Common Units in Canada is being made on a private placement basis in reliance on exemptions from the prospectus requirements under the securities laws of each applicable Canadian province and territory where the Common Units may be offered and sold, and therein may only be made with investors that are purchasing as principal and that qualify as both an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions and as a “permitted client” as such term is defined in

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National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligation. Any offer and sale of the Class A Common Units in any province or territory of Canada may only be made through a dealer that is properly registered under the securities legislation of the applicable province or territory wherein the Class A Common Units is offered and/or sold or, alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration requirements therein.

Any resale of the Class A Common Units by an investor resident in Canada must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the Class A Common Units outside of Canada.

Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

Hong Kong. The Class A Common Units may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the Class A Common Units may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to Class A Common Units which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of Class A Common Units may be made to the public in that Relevant Member State other than:

provided that no such offer of Class A Common Units shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any Class A Common Units or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any Class A Common Units being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the Class A Common Units acquired by it in the offer have not

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been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Class A Common Units to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This offering circular has been prepared on the basis that any offer of Class A Common Units in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Class A Common Units. Accordingly any person making or intending to make an offer in that Relevant Member State of Class A Common Units which are the subject of the offering contemplated in this offering circular may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. The Company has not authorized, nor does it authorize, the making of any offer of Class A Common Units in circumstances in which an obligation arises for the Company to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any Class A Common Units in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Class A Common Units to be offered so as to enable an investor to decide to purchase or subscribe the Class A Common Units, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to prospective investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to prospective investors in China

This offering circular does not constitute a public offer the Class A Common Units, whether by sale or subscription, in the People’s Republic of China (the “PRC”). The Class A Common Units are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.

Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the Class A Common Units or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.

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ITEM 6: USE OF PROCEEDS TO ISSUER

A portion of the net proceeds raised in this Offering will be used to purchase additional digital manufacturing equipment and technology and to acquire a dental lab facility in Latin America. Adding new capabilities and incremental 24/7 manufacturing capacity will allow us to accommodate increasing demand and improve service to our customers. Additionally, we plan to utilize a portion of the net proceeds to retire certain indebtedness, execute strategic acquisitions and for general working capital uses, including adding additional experienced management and sales and marketing professionals to fuel our growth.

After deducting the commissions payable to the Placement Agent and the estimated offering expenses that are payable by us, we estimate that the net proceeds will be $18,303,000 if all of the Class A Common Units offered hereunder are purchased. However, we cannot guarantee that we will sell all of the Class A Common Units being offered by us. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the Company.

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ITEM 7: DESCRIPTION OF BUSINESS

Business Overview

Founded in 2004, Sun Dental Labs is a leading global dental technology and device manufacturing company. The Company provides a unified digital technology manufacturing platform that fully integrates digital scanning, a cloud-based management system and 3D printing into the manufacturing process to produce a comprehensive line of over 400 different branded custom dental devices, including crowns, bridges, partials, implants, dentures and orthodontic devices. Our brands include SUNTECH, SUNCAST, SUNFLEX, SunDenture and SunOrtho. We have seven design and manufacturing facilities with CAD/CAM technology in the U.S., United Kingdom, Sweden, Netherlands, Germany, France and China. Our design and manufacturing facilities adhere to some of the most stringent quality standards in the world for dental labs. We believe our global presence positions us to capture significant growth opportunities in the highly fragmented U.S. and international dental lab markets. We currently have active customer relationships with over 5,000 dental practices which order devices from us directly for their patients and over 1,800 dental labs which order devices from us to supply their dental practice customers. In 2014, we manufactured and sold over 235,000 custom dental devices. Since inception we have sold over 2 million custom dental devices worldwide.

Representative Sun Dental Labs Custom Dental Devices
Crowns		Bridges		Partials		Implants		Dentures		Orthodontic Devices

We believe that the standard of dental care should and will evolve from labor intensive traditional methods to a digital solution. Traditionally, dentists have created physical dental impressions by having patients bite into an uncomfortable mouth tray filled with molding material and hold in the mouth until a mold is completed, typically taking 15 to 20 minutes from start to finish. The dentists then ship the mold to a dental lab for manual creation of a custom dental device and receive the finished device 2 to 3 weeks later. Inherent in this traditional method are inconsistencies in quality due to an intensive manual manufacturing process, slow turnaround times and added costs for impression materials and shipping. We believe that with our innovative SunDigital Solution, we are leading the digital technology evolution in the custom dental device manufacturing process to address and resolve issues associated with this traditional method.

Building on our history of developing innovative custom dental devices and a global manufacturing footprint, Sun Dental Labs has spent the last three years creating a design and manufacturing infrastructure that integrates the latest digital workflow, CAD/CAM and 3D printing technology into the manufacturing process. We began this innovation process by using in-house 3D scanners to create 3D digital models of physical dental impressions sent to us by dentists and dental labs and then transmitting the digital models to our design and manufacturing facilities. By eliminating the need to ship physical dental impressions to the manufacturing facilities and incorporating other process efficiencies, we successfully created industry-leading turnaround times of five days for high quality custom dental devices. We believe our recent introduction of digital scanners will accelerate the adoption of our SunDigital Solution by dental practices and dental labs worldwide and generate significant revenue growth for the Company. With our infrastructure and high quality product and service offering in place in the U.S., we are well-positioned to devote more resources to sales and marketing to generate greater sales volumes. In 2016, we expect to roll out our SunDigital Solution in Europe, Latin America and Asia.

We believe that our proprietary SunDigital Solution is the only unified, fully-integrated digital technology manufacturing platform which seamlessly integrates digital scanning and a cloud-based data management system into an advanced manufacturing process. The SunDigital Solution is designed to provide an effective turnkey solution that streamlines the process for dentists and dental labs, enable our customers to quickly and efficiently deliver custom dental devices of consistent high quality to their patients, improves turnaround times and reduces costs relating to impression materials and shipping. Furthermore, we believe that our closed product supply chain with our customers will generate a sustainable source of recurring revenue and significant growth for the Company.

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The table below illustrates the greater efficiency and industry-leading turnaround times generated from using the latest CAD/CAM technology and 3D printing in our SunDigital Solution as compared to the manually intensive workflow of a traditional dental lab.

Our revenues are well diversified on a geographic, customer and product basis and have increased significantly in the past five years from $7.0 million in 2009 to $17.5 million in 2014.

2014 Revenues by Geography		2014 Revenues by Customer		2014 Revenues by Product

Our Market Opportunity

We operate in the global dental device market which includes the manufacture and distribution of custom dental devices, such as crowns, bridges, partials, dentures, implants and orthodontic devices. According to the National Association of Dental Laboratories’: A Global Strategic Business Report, the global dental device market is expected to generate $14.5 billion in revenues in 2015, with the U.S., as the largest market, expected to generate $5.2 billion in revenues in 2015. We expect continued growth in the market primarily driven by the growing aging population base and greater purchasing power of the baby boomer generation, higher demand for improved dental aesthetics, greater per capita expenditure on health services and the expansion of healthcare insurance availability and coverage. We believe that our proprietary SunDigital Solution will position us to compete for and capture a significant portion of the global custom dental device market.

A variety of factors drive the fragmentation in the dental lab market. Governmental regulations, scarcity of skilled technicians, significant technology and equipment investment costs, research and development costs and the fast pace of technological change have historically created obstacles to the creation of a scalable modern manufacturing platform equipped to meet increased volumes, while maintaining high quality standards. According to IBISWorld, the U.S. has over 9,000 dental labs. Of those labs, the National Association of Dental Laboratories estimates that 73% have annual revenues less than $750,000. Due to this fragmentation, we estimate that no dental lab has more than 3% of total industry revenue in the U.S. and that the four largest dental labs generate less than 10% of total industry revenue in the U.S.

The sole customers of dental labs are dental practices. According to the American Dental Association, there are approximately 127,500 dental practices in the U.S. and over 324,000 dental practices in the U.S. and Europe. Currently,

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Dentistry IQ estimates that approximately 90% of dental practices in the U.S. are using traditional physical dental impression methods versus digital solutions. In a Dental Economics survey, dentists indicated that quality and reliability of work, on-time delivery and price were among the most important factors in choosing a dental lab.

We believe our SunDigital Solution addresses the challenges faced by dental labs and dental practices and creates a significant market opportunity for Sun Dental Labs. Many dental labs are limited in scale and do not have the resources to invest significantly in new products and technologies. A Dental IQ survey estimates that nearly 50% of dentists change labs every five years due to dissatisfaction with production quality and timing delays. Challenges associated with traditional physical dental impression methods include:

Challenges for Dentists:

Challenges for Dental Labs:

SunDigital Solution

We believe that our proprietary SunDigital Solution is the only unified, fully-integrated digital technology manufacturing platform which seamlessly integrates digital scanning and a cloud-based data management system into an advanced manufacturing process. The SunDigital Solution is designed to provide an effective turnkey solution that streamlines the process for dentists and dental labs. Our customers are able deliver high quality custom dental devices to their patients in industry-leading 5 day turnaround times while also reducing costs related to impression materials and shipping. Furthermore, we believe that our closed product supply chain with our customers will generate a sustainable source of recurring revenue and significant growth for the Company.

Our SunDigital Solution business bundle for dentists is currently priced at $299 per month and includes the CS 3500 intraoral digital scanner as well as a free laptop computer with user interface, mobile app, data transfer, cloud storage, shipping of custom dental devices and unlimited technical support. Our SunDigital Solution business bundle for dental labs is currently priced at $199 per month and includes the SunScanM impression scanner as well as a free laptop computer with user interface, mobile app, data transfer, cloud storage, shipping of custom dental devices and unlimited technical support.

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The Scanner Technology

Sun Dental Labs offers two types of digital technology to support our two types of customers. For dental practices, we offer the CS 3500, an intraoral digital scanner which enables dentists to create a highly accurate 3D digital impression in minutes directly from the patient’s mouth. For dental labs, we offer the SunScanM, which creates a 3D digital dental impression from a traditional physical mold impression, typically supplied to the dental lab by the dentist. Both are offered at attractive price points under our monthly lease programs and engage with Sun Dental Labs via the SunCloud, allowing our customers to benefit from our advanced digital technology and manufacturing platforms. Our SunCloud is compatible with other scanner technologies to ensure we utilize the best scanner technology available.

CS 3500 Scanner for Dental Practices

In August 2015, we introduced the CS 3500, an intraoral digital scanner manufactured by Carestream, that enhances the patient experience by taking a digital dental impression and eliminating the need for distasteful impression materials, and by minimizing the need for inconvenient follow-up corrective visits, leading to a more positive overall experience. The CS 3500 creates highly accurate 3D digital dental impression files for use in production of a wide array of custom dental devices including crowns, bridges, implants, flexible and acrylic partials and orthodontic devices. A dentist or dental assistant can quickly scan the patient’s mouth, generate the digital output in 3 to 5 minutes and upload the encrypted files
directly to Sun Dental Labs via the SunCloud, saving both chair time and material costs. With no physical impressions to ship, freight costs are eliminated as well. Approximately 40% smaller than similar intraoral digital scanners available on the market, the CS 3500 fits comfortably in the dentist’s hand and in the patient’s mouth and comes in a portable box the size of a briefcase, allowing it to be easily shared between multiple rooms and/or users. If a technical problem occurs, the dental practice simply sends the CS 3500 back to Sun Dental Labs for immediate replacement.

SunScanM for Dental Labs

The SunScanM, manufactured by Medit, provides 3D digital scanning of physical impressions and plaster models for production of a wide array of custom dental products, including crowns, bridges, implants, flexible and acrylic partials, dentures and orthodontic devices. Dental labs scan the physical impression supplied by the dentist using SunScanM’s 3D white light scanning technology and then upload the encrypted 3D digital dental impression files directly to Sun Dental Labs via the SunCloud. Digital files are transferred securely and instantly on Sun Dental Labs’ closed loop system, saving time and eliminating further shipping costs. Training is simple: there is no need to learn CAD and technical support is provided by Sun Dental Labs.   The SunCloud

Encrypted digital files created by the CS 3500 intraoral digital scanner and SunScanM are securely transferred to the SunCloud, our proprietary cloud-based case management and communications system that integrates with our Enterprise Resource Planning system. The digital files are sent securely from the SunCloud to Sun Dental Labs’ design and manufacturing facilities in a closed loop

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We have invested in a robust IT infrastructure to support the SunCloud and our expectations for growth. In the U.S., we have servers in Washington, Virginia and Florida. Internationally, we have servers in France, the United Kingdom, Germany, the Netherlands, Sweden, China and Singapore. Each connection with the SunCloud is peer-to-peer with no single location acting as a hub, allowing for greater reliability and uninterrupted operations. The SunCloud has four points of entry into our manufacturing facility in Shenzhen, China to protect against blockages from the “Great Firewall of China”. These four points of entry include: the public Internet to China, public Internet to Hong Kong plus private network into China, a relay cloud server through Singapore and direct connection from our St. Petersburg, Florida headquarters.

State-of-the-Art Manufacturing Facilities

Once digital files are sent from the SunCloud, our state-of-the-art manufacturing facilities ensure the production of high quality custom dental devices which are then shipped back to our customers. Unlike traditional dental labs, we do not rely on the limited supply of skilled technicians to manually produce custom dental devices. Instead, our advanced CAD/CAM and 3D printing technologies enable quick and highly accurate manufacturing. Our newest manufacturing facility in Shenzhen, China adheres to the ISO 13485:2003 certification, the most stringent quality standard in the world for medical device manufacturing and exceeds even the standards of the U.S. Food and Drug Administration for dental labs. We also maintain ISO 9001:2008, FDA, DAMAS and NADL certifications.

Our Competitive Strengths – What Sets Us Apart

We believe the following strengths provide us with a significant competitive advantage in successfully growing our market position:

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Our Growth Strategies

We plan to grow our position as a leading global dental technology and device company through the following strategies:

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Product and Service Offering

Sun Dental Labs’ offers a wide array of fixed and removable dental and orthodontic devices. We design and manufacture a comprehensive line of over 400 different branded custom dental devices, such as crowns, bridges, partials, dentures, implants and orthodontic devices. Our brands include SUNTECH, SUNCAST, SUNFLEX, SunDenture and SunOrtho. All Sun Dental Labs dental devices are made of FDA and ADA approved materials and have ISO as well as DAMAS certification.

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We believe we offer a compelling value proposition and compete aggressively on product pricing. Below are examples of our current custom dental device pricing in the U.S. versus traditional dental labs.

In addition to offering custom dental devices, Sun Dental Labs provides digital archiving for orthodontic labs. Our digital archiving service includes creating precise 3D digital representations of impressions or plaster models with in-house scanners. We offer free, user-friendly software that provides our lab customers 24/7 access to archived 3D digital models. The models include full 3D rotation, zooming, panning, model data and patient data.

Sun Dental Labs also offers advanced analytic software to dental practices, dental labs and orthodontic labs. Our software enables managers to track performance across all aspects of their operations, develop evidence-based best practices and monitor implementation. The software provides real-time reporting capabilities via a user-friendly, desktop or mobile app interface. With this information, dental practices can reduce costs, improve turnaround times and enhance customer satisfaction. Reports include, but are not limited to, detailed analyses of consolidated bills, costs, quality of impressions, required remakes by dentist or by practice and reasons for product rejections. Our revenue flash analysis provides key statistics including revenue by dentist and product and estimated organic growth rates.

Customers

Our primary customers include dental practices and dental labs. Dental practices order custom dental devices directly from Sun Dental Labs for their patients while dental labs order devices from Sun Dental Labs to supply to their client dental practices. Currently, Sun Dental Labs works with over 5,000 dental practices and over 1,800 dental labs. Our customers are located primarily in the U.S., Germany, United Kingdom, France, Sweden and the Netherlands. In 2014, we had annual revenues of approximately $8.5 million in the U.S., $2.9 million in Germany, $2.4 million in the UK, $1.3 million in France, $1.0 million in Sweden, $0.9 million in the Netherlands and $0.5 million in China. No customer accounted for more than 1% of revenue in 2014.

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Sales and Marketing

Our highly experienced sales and marketing team interacts with dental practices and dental labs primarily through outbound calls, email, direct mail, trade magazines, advertising and social media to introduce the services and products we offer and to promote new products and techniques that can assist dental professionals in improving and expanding their practices. We also exhibit at state, regional, national and international dental conferences annually. Our dental practice-focused sales and marketing programs are specifically designed to make the selection of a dental lab easier and help differentiate Sun Dental Labs from our competitors. For dental labs, we demonstrate how we can help them grow by adopting our SunDigital Solution and outsourcing products and services to Sun Dental Labs. We believe that our efforts to assist dental practices and their staff to improve chair time efficiencies, while providing exceptional service, superior quality and quick turnaround times to all customers, will enhance our ability to expand business by establishing lasting professional relationships. As of June 30, 2015, our sales and marketing team was comprised of 17 sales and marketing representatives located throughout Europe and the U.S.; we plan to grow this sales force globally and increase marketing spend to continue driving demand and expanding our global customer base of dentists and dental labs.

Research and Development

Sun Dental Labs is committed to investing in world-class technology development. Our research and development initiatives are directed toward developing the technological innovations that we believe will drive the dental practice and dental lab industries going forward. Our research and development activities range from accelerating product and lab innovation, to developing manufacturing process improvements, to researching future technologies and products. As of June 30, 2015, our research and development team consisted of 16 individuals with medical device development and engineering backgrounds located in our facilities in St. Petersburg, Florida and Shenzhen, China. Since inception to June 30, 2015, we have spent over $2.5 million in research and development to develop our proprietary SunDigital Solution.

In October 2006, we introduced our first proprietary product, the SUNFLEX Partials, followed by the launch of our SUNTECH PFM Crowns and SUNTECH Zirconia Crowns & Bridges in September 2007. In January 2009, we introduced our SUNTECH Custom Implant Abutments and SUNCAST Partials and in January 2015, we expanded our product offering to orthodontics and introduced the SunOrtho brand to include digital archiving and full service orthodontic lab capabilities. We began introducing our SunDigital Solution in the U.S. in January 2015 and are planning to launch in Europe during the first half of 2016 followed by Asia and Latin America throughout the rest of 2016.

Manufacturing and Supply

We manufacture all of our custom dental devices in-house. Our design and manufacturing facilities are located in the U.S., United Kingdom, Sweden, the Netherlands, Germany, France and China. In aggregate, Sun Dental Labs has over 60,000 square feet of manufacturing space, including a new 38,750 square foot state-of-the-art modern ISO 13485:2003 certified facility in Shenzhen, China. This manufacturing facility is ISO 13485:2003 certified, the most stringent quality standard in the world for medical device manufacturing, exceeding even the standards of the FDA for dental labs. All Sun Dental Labs design and manufacturing facilities also maintain ISO 9001:2008, FDA, DAMAS and NADL certifications. Sun Dental Labs only uses FDA and ADA approved materials in production to ensure that customers provide their patients with safe, high-quality products. We have 282 full-time employees in our manufacturing operations.

We regularly purchase raw material commodities such as gold, platinum, palladium, cobalt chromium, titanium, stainless steel, polyethylene powder and sterile packaging and have never had any major supply disruptions. We believe we have strong buying power due to the volume of material that we purchase and do not have any significant supply concentrations.

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Our Manufacturing Facility in Shenzhen, China

Facilities

We opened our original headquarters in St. Petersburg, Florida in 2004 and moved to our current headquarters in St. Petersburg in 2014. We now occupy seven leased facilities with total office and manufacturing area of over 83,000 square feet in the U.S., United Kingdom, Sweden, France, the Netherlands, Germany and China. Our servers are located in Washington, Virginia and Florida as well as in France, the United Kingdom, Germany, the Netherlands, Sweden, China and Singapore.

Competition

According to the National Association of Dental Laboratories, the U.S. has over 9,000 dental laboratories, 75% of which have 9 or fewer employees and approximately 3,000 are “one-man-shops”. In addition, the National Association of Dental Laboratories estimates that 73% of the 9,000 U.S. dental laboratories have annual revenues less than $750,000. Due to this fragmentation, it is estimated that no dental laboratory has more than 3% of the total industry revenue overall and that the four largest dental laboratories generate less than 10% of total industry revenue overall.

Companies in the dental lab industry compete on the basis of capital availability, technology, research and development, access to favorable rates for raw materials, production costs through economies of scale, labor costs, quality, delivery time, cost of products, dependability, establishment of brand name products and ability to serve customers regardless of location and customer service. While there are competitors of Sun Dental Labs that have more capital resources, research and development initiatives and customers, we believe we compete favorably against the largest competitors in terms of delivery time, quality, dependability, technology, access to low cost labor and cost of products. Furthermore, we believe we compete favorably with the 9,000 smaller dental labs, in all of the above categories, with the only significant advantage for smaller labs potentially being their close geographic proximity with their customers.

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Intellectual Property

Patent Applications. We are seeking global patent protection relating to our technology and manufacturing processes.

Trademarks and Trade Names. We have registered the following trademarks with the United States Patent and Trademark Office:

Our intellectual property rights may or may not be successfully asserted in the future. In addition, our intellectual property rights may or may not be invalidated, circumvented or challenged. In addition, the laws of various foreign countries may or may not protect our intellectual property rights to the same extent as U.S. laws. Failure to protect our proprietary information could harm our business.

Government Regulation

In order for us to market our products, we must obtain regulatory authorization and comply with extensive product and quality system regulations. These regulations, including the requirements for approvals or clearance and the time required for regulatory review, vary from country to country. Failure to obtain regulatory approval and to meet all local requirements including language and specific safety standards in any country in which we currently market or plan to market our products could prevent us from marketing products in such countries or subject us to sanctions and fines. The approval by government authorities is uncertain, unpredictable and may not be granted on a timely basis, if at all. Delays in receipt of, or a failure to receive, such approvals or clearances, or the loss of any previously received approvals or clearances, could have a material adverse effect on our business, financial condition and results of operations.

We believe we are in compliance with all FDA, federal and state laws and International regulatory requirements that are applicable to our products and manufacturing operations. Country-specific regulatory framework and requirements are highlighted in the following examples:

U.S.

In the U.S., the Medical Device Amendments of 1976 to the Federal Food, Drug and Cosmetic Act (“FDA Act”) and its subsequent amendments, provide the FDA with authority over medical devices and the research, clinical testing, manufacture, labeling, distribution, sale and promotion of such devices. Medical devices are classified into one of three classes (Class I, II or III). The class to which the device is assigned determines, among other things, the type of pre-marketing submission/application required for market authorization.

The FDA Act also requires manufactured devices to comply with applicable Quality System Regulations which impose certain procedural and documentation requirements with respect to design, development, manufacturing and quality assurance activities, including the reporting of adverse experiences with the use of the device. We are subject to unannounced inspections by regulatory authorities to determine compliance with applicable regulations and these inspections may include the manufacturing facilities of our subcontractors. Labeling and promotion activities are subject to scrutiny by the FDA and, in certain instances, by the Federal Trade Commission. The FDA actively enforces regulations prohibiting marketing of products for unapproved uses. Noncompliance with applicable requirements can result in, among other things, warning letters, fines, injunctions, civil penalties, recall or seizures of products, total or partial suspension of production, failure of the government to grant pre-market clearance or approval for devices, withdrawal of marketing approvals and criminal prosecution. The FDA also has the authority to request repair, replacement or refund of the cost of any medical device manufactured or distributed by us.

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European Union

The member states of the European Union (“EU”) have adopted the European Medical Device Directives (MDD 93/42/EEC) that form a single set of medical device regulations for all EU member countries. The MDD defines the quality system, safety and performance requirements to be met by manufacturers for their products, called the Essential Requirements. Certification to ISO 13485, an international standard for quality management systems, demonstrates compliance with the quality system requirements outlined in the MDD. Our Quality Management System is ISO 13485 certified by the British Standards Institute, an approved full scope Notified Body (as defined in the regulations).

China

In China, the China Food and Drug Administration (“CFDA”) regulates medical devices. The device classification process in China differs significantly from those in the EU and the U.S. and approval of the medical device in the country of origin is required before beginning the registration process. Compliance with U.S. FDA Quality System Requirements and/or ISO 13485 will satisfy CFDA quality management system requirements.

Other Government Oversight

We are also subject to various laws inside and outside the U.S. concerning our relationships with healthcare professionals and government officials, price reporting and regulation, the promotion, sales and marketing of our products and services, the importation and exportation of our products, the operation of our facilities and distribution of our products. As a global company, we are subject to varying degrees of government regulation in the various countries in which we do business and the general trend is toward increasingly stringent oversight and enforcement. Initiatives sponsored by government agencies, legislative bodies and the private sector to limit the growth of healthcare expenses generally are ongoing in markets where we do business. It is not possible to predict at this time the long-term impact of such cost containment measures on our future business.

Our customers are healthcare providers that may be reimbursed by federally funded programs such as Medicaid or a foreign national healthcare program, each of which may offer some degree of oversight. Many government agencies, both domestic and foreign, have increased their enforcement activities with respect to healthcare providers and companies in recent years. Enforcement actions and associated defense can be expensive, and any resulting findings carry the risk of significant civil and criminal penalties.

We are also subject to numerous data protection requirements that span from individual state and national laws in the U.S. to multinational requirements in the EU. In the U.S., final regulations implementing amendments to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) became effective in the latter part of 2013 with the HIPAA Omnibus Rule. The EU is currently considering a proposal to enact legislation governing data protection which would transform the current mix of European countries’ laws to one overarching multinational law. Meanwhile, the Asia Pacific region has also seen rapid development of privacy laws, including in Singapore, Hong Kong and Australia. We believe we have designed our product and service offerings to be compliant with the requirements of applicable data protection laws and regulations. Maintaining systems that are compliant with these laws and regulations is costly and could require complex changes in the way we do business or provide services to our customers and their patients. Additionally, our success may be dependent on the success of healthcare providers in managing data protection requirements.

Employees

As of June 30, 2015, we had approximately 336 employees, including 282 in manufacturing and operations, 17 in sales and marketing, 16 in research and development and 21 in general and administrative functions.

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Legal Proceedings

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. There are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

ITEM 8: DESCRIPTION OF PROPERTY

We occupy seven leased facilities with total office and manufacturing area of over 83,000 square feet in the U.S., United Kingdom, Sweden, France, the Netherlands, Germany and China. Our principal executive office is located at 1800 9^th Ave N, St Petersburg, Florida, 33713. This property is leased to us by Society, LLC, a company controlled by our Chief Executive Officer, Derek Diasti. We believe that our offices and manufacturing facilities are adequate to meet current requirements and that additional or substitute space will be available as needed to accommodate any expansion of operations.

ITEM 9: MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with (i) our financial statements and (ii) the section entitled “Description of Business,” included in this Offering Circular. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in those forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors” and elsewhere in this Offering Circular. Unless the context otherwise indicates, as used in this Report, the term the “Company,” “Sun Dental Labs,” “we,” “us,” “our” and other similar terms mean Sun Dental Holdings, LLC and its subsidiaries.

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Overview

Founded in 2004, Sun Dental Labs is a leading global dental technology and device manufacturing company. We provide a unified digital technology manufacturing platform that fully integrates digital scanning, a cloud-based management system and 3D printing into the manufacturing process to produce a comprehensive line of over 400 different branded custom dental devices, including crowns, bridges, partials, implants, dentures and orthodontic devices. Our brands include SUNTECH, SUNCAST, SUNFLEX, SunDenture and SunOrtho. We have seven design and manufacturing facilities with CAD/CAM technology in the U.S., United Kingdom, Sweden, Netherlands, Germany, France and China. Our design and manufacturing facilities adhere to some of the most stringent quality standards in the world for dental labs. We believe our global presence positions us to capture significant growth opportunities in the highly fragmented U.S. and international dental lab markets. We currently have active customer relationships with over 5,000 dental practices which order devices from us directly for their patients and over 1,800 dental labs which order devices from us to supply their dental practice customers. In 2014, we manufactured and sold over 235,000 custom dental devices. Since inception we have sold over 2 million custom dental devices worldwide.

Building on our foundation of innovation and global integration, Sun Dental Labs has spent the last three years creating a design and manufacturing infrastructure that takes advantage of the latest digital workflow, CAD/CAM and 3D printing technology. With our infrastructure and high quality product and service offering in place, we are well-positioned to devote more resources to sales and marketing to assist in generating greater sales volumes. In 2015, after introducing our SunDigital Solution in the U.S., unit sales in the U.S. increased 28.4% through the first six months of the year. We will continue to introduce our SunDigital Solution in Europe, Latin America and Asia throughout 2016 and expect to further scale our business.

Consolidated revenues can be materially impacted by changes in foreign currency. Revenues denominated in a foreign currency are initially recorded at the exchange rate at the transaction date and subsequently remeasured in dollars based on period-end exchange rates. The period-to-period change can have a significant impact on revenues, which we experienced in the six months ended June 30, 2015 compared to the same period in 2014.

To the extent the Company acquires businesses it will experience professional fees which could impact financial performance during the relative period. Additionally, depreciation and amortization will increase to the extent the Company acquires additional production capabilities.

The Company plans to grant future specialty incentive equity awards to certain of its U.S.-based management employees. Additionally, the Company plans to provide cash bonus awards to certain of its non-executives and international employees pursuant to an incentive cash bonus plan. Such plans will require that certain hurdles are met before a participant may benefit in either periodic distributions of any available free cash flow approved by the Board in the ordinary course or in the event of a sale of the Company.

Growth Strategies

We plan to grow our position as a leading global dental technology and device company through several strategies. We intend to fund our growth efforts, in part, with the net proceeds raised in this Offering. Following the continued introduction of our SunDigital Solution in Europe in the first half of 2016, followed by Latin America and Asia throughout the rest of 2016, we expect our growth strategies to significantly increase our revenue and expand our margins.

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Ownership Structures

The results of operations of each entity are included in our consolidated operating results. The portion of income or loss attributable to the other stakeholders’ interests is eliminated in Net income (loss) attributable to non-controlling interests in our Consolidated Statements of Operations and Comprehensive (Loss) Income.

Our Consolidated Financial Statements include the accounts and operations of Sun Dental Holdings, LLC and its subsidiaries. The subsidiaries along with the associated equity ownership as of June 30, 2015 and their geographic footprints are as follows: Sun Dental Laboratories, LLC (100%, United States), Sun Dental Laboratories, SAS (100%, France), Sun Dental Lab, GmbH (100%, Germany), Sun Dental Laboratories, UK (100%, United Kingdom), Sun Dental Laboratories AB (91%, Sweden), Sun Dental Laboratories BV (80%, Netherlands), World Star Dental Laboratory Ltd. (87.5%, China) and OceanBlue International Group Limited (87.5%, China). We consolidate variable interest entities when it has been determined that we are the primary beneficiary of those entities’ operations (see “Liquidity and Capital Resources - Transactions”).

Segments

We aggregate our operating segments into a single reporting segment, as each of our entities have similar economic characteristics, nature of products and services, class of customer, and distribution methods.

Key Income Statement Items

Revenue

Revenue is primarily generated by the sale of branded custom dental devices to dental practices and dental labs. Our products can be categorized into fixed and removable categories. Removable products include the following products: SUNFLEX Partials, cast / metal frames, acrylic combo dentures, clasps, SUNFLEX complete, acrylic partials, SUNFLEX combos, SUNFLEX unilateral, flexible partials, special order teeth, SunClear frames, SUNFLEX add tooth/clasp, orthodontic, guards, retainers. Fixed products include crowns, bridges and implants. Revenues are recognized at the time finished products are shipped to the customer. Consolidated revenues can be materially impacted by changes in foreign currency. Revenues denominated in a foreign currency are initially recorded at the exchange rate at the transaction date and subsequently remeasured in dollars based on period-end exchange rates. The period-to-period change can have a significant impact on revenues, which we experienced in the six months ended June 30, 2015 compared to the same period in 2014.

Cost of goods sold

Cost of goods sold consists of lab materials, employee compensation, including salary, taxes, fringe benefits, and equity-based compensation, rent, depreciation and shipping expenses.

Sales and marketing

Sales and marketing expenses primarily consist of employee compensation, including salary, taxes and fringe benefits related to our sales and marketing functions and expenses incurred to market our products such as magazines, trade shows, direct mail and printing and reproduction expenses.

General and administrative

General and administrative expenses are costs incurred to support the Company’s operations and consist of employee compensation, including salary, taxes and fringe benefits, professional fees, rent, insurance, bad debt expense, travel, communications and other miscellaneous expenses.

Research and development

Research and development expenses represent costs incurred to develop new technologies and products and consist of materials, supplies, employee compensation, including salary, taxes, fringe benefits and equity-based compensation, and rent expense for the portion of our facilities dedicated to research and development activities.

Interest and other expense, net

Interest and other expense, net consists of bank fees, interest expense and currency exchange gain or loss.

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Key Performance Indicators

Unit volume growth

Unit volume reflects the change in year-over-year unit sales of our fixed and removable custom dental devices. This indicator excludes the impact of fluctuations in foreign currency exchange rates and we believe more accurately measures the performance and growth of the Company.

Volume of accounts

Volume of accounts reflects the number of active dentist and dental lab customers during a specified time period. This is allows us to measure the expansion of our customer base and monitor retention rates.

Adjusted EBITDA

We define Adjusted EBITDA as net (loss) income before depreciation and amortization and interest expense, net, adjusted for the impact of the following items that we do not consider representative of our ongoing operating performance: severance pay, non-recurring research and development expenses, equity-based compensation expense and foreign currency exchange (gains) / losses. We believe that Adjusted EBITDA is a more appropriate measure of operating performance, as it provides a clearer picture of operating results by eliminating expenses that are not reflective of underlying business performance.

Results of Operations – Six Months Ended June 30, 2014 and 2015

The following table set forth outlines our Consolidated Statements of Operations expressed as dollar amounts, percentage of Revenue and period-to-period change:

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Revenues

Our consolidated growth from 2014 to 2015 was impacted unfavorably by currency exchange losses in each of the countries in which we operate. If our revenue for the six months ended June 30, 2015 was based on average currency exchange rates during the six months of 2014, our revenue would have been $9,844,423 (instead of $9,028,569), which would have represented an increase of 12.2% (instead of 4.6%) as compared to the six months ended June 30, 2014.

Revenues increased by 4.6% to $9,028,569 for the six months ended June 30, 2015 compared to the same period in 2014, driven by an increase in fixed and removable units sold, partially offset by currency exchange losses and lower sales prices. In late 2014, we implemented new pricing programs aimed at driving increases in units sold. In the six months ended June 30, 2015 our units sold increased by 22.3% on a consolidated basis as compared to the same period in 2014. During 2014, we began to use our own lab in China as our primary production facility, allowing us to pass on cost-savings to the customer, while maintaining our quality standards. In our removable products line, the average unit price declined by 9.5% for the six months ended June 30, 2015, adjusting for foreign currency fluctuations, primarily driven by our change in pricing strategy and changes in product mix, while our units sold increased by 34.1%. In our fixed products line, the average unit price declined by 4.6% in the six months ended June 30, 2015, adjusting for foreign currency fluctuations, while our units sold increased by 11.1%. We will continue to optimize our pricing as we integrate productivity initiatives from our research and development and technology investments and generate operating leverage from increased volume.

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Units sold increased by 22.3% in the six months ended June 30, 2015, compared to the same period in 2014, primarily driven by an increase of 28.4% in units sold in the United States, our largest market. We introduced our SunDigital Solution in January 2015 and typically implement our newest strategies and latest technologies by country, starting with the United States, the primary location for our research and development activities and our corporate headquarters. We use performance in the U.S. as an indicator of potential future performance in other geographic locations.

Cost of goods sold

Cost of goods sold increased by 4.4% as a percentage of Revenue for the six months ended June 30, 2015 compared to the same period in 2014 primarily due to: (i) 1.7% increase in salary and benefits due to increased head count in connection with expanding our infrastructure, (ii) 1.3% increase in material costs primarily related to 3D printing, (iii) 0.7% increase in shipping costs due to the implementation of the direct shipping program in June 2014 which reduces shipping time but is a more expensive method of shipment and (iv) 0.7% of increased depreciation from an increase in fixed assets.

Gross profit

Gross profit declined by 4.4% as a percentage of Revenue to 26.0% for the six months ended 2015 compared to the same period in 2014 due to a reduction in selling prices to drive increases in volume and strategic increases in Cost of goods sold, as described in more detail above.

Sales and marketing

Sales and marketing expenses declined by $122,456 or 1.6% as a percentage of Revenue for the six months ended June 30, 2015 compared to the same period in 2014, primarily due to a 2.0% decline in print magazine spend, as we have shifted our strategy to a more targeted approach, partially offset by a 0.3% increase in direct mail spend.

General and administrative

General and administrative expenses increased by $373,709 or 3.1% as a percentage of Revenue for the six months ended June 30, 2015 compared to the same period in 2014 due to: (i) 1.7% increase in salary and benefits from increased headcount, (ii) 1.0% increase in professional fees for accounting, legal and other services and (iii) 0.5% increase in rent and utilities, primarily related to our new corporate headquarters.

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Research and development

Research and development expenses declined by $93,077 or 1.2% as a percentage of Revenue for the six months ended June 30, 2015 compared to the same period in 2014 due to development costs associated with implementing our new 3D printing process in 2014 which involved utilizing more material costs associated with these printers. This program was launched in the fourth quarter of 2014, and accordingly, the related material costs are captured in Cost of goods sold beginning in the 2015 period.

Interest and other expenses, net

Interest and other expenses, net increased by $45,101 for the six months ended June 30, 2015 compared to the same period of 2014 due to an increased draw on the line of credit and additional notes of approximately $1,655,000 and $788,000, respectively, as of June 30, 2015 compared to June 30, 2014.

Non-GAAP Financial Measures

In addition to the results provided in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), we provide non-GAAP measures which present operating results on an adjusted basis. EBITDA and Adjusted EBITDA are supplemental measures of performance that are not required by or presented in accordance with U.S. GAAP.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA (EBITDA adjusted for certain significant items, as noted below) are supplemental measures of operating performance. The following table reconciles Net loss attributable to Sun Dental Holdings, LLC to EBITDA and Adjusted EBITDA for the periods indicated below:

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Results of Operations – Year Ended December 31, 2013 and 2014

The following table set forth outlines our Consolidated Statements of Operations expressed as dollar amounts, percentage of Revenue and period-to-period change:

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Revenues

Revenues decreased by 6.7% for the year ended 2014 compared to the same period in 2013. During 2014, we began implementing many of our long term strategies, focusing on (i) infrastructure with technology enhancements, including but not limited to our 3D printers and new office facilities in both the United States and China, (ii) utilizing our China facility as our primary production facility for all of Sun Dental Labs products and (iii) new pricing programs aimed at driving increases in units sold. We also strategically reduced sales to third parties from our China facility which contributed to a decrease in sales in China by approximately $661,000. In our removable products line, the average unit price declined by 2.2% while our units sold increased by 1.4%. In our fixed products line, the average unit price declined by 5.9% and our units sold declined by 1.8%. For the year ended 2014 compared to the same period in 2013, the change in foreign currency exchange rates was insignificant.

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