Rocket Doctor completes acquisition of Alea Health

Executive Summary

• Rocket Doctor AI Inc. has closed its previously announced acquisition of Alea Health Holdings Ltd. pursuant to a definitive share purchase agreement.
• The transaction consideration comprises a $15,000 USD cash payment and the issuance of 285,712 common shares to Alea shareholders, alongside the assumption of a $180,000 USD SAFE note.
• Alea’s technology and team will be integrated into Rocket Doctor AI’s platform to enhance clinical decision support, streamline workflows, and expand its AI-powered digital health ecosystem across North America.

Key Details

• Transaction Structure: Acquisition of 100% of issued and outstanding ordinary shares of Alea Health Holdings Ltd.
• Consideration:
• Cash payment of $15,000 USD (previously paid as an acquisition deposit)
• Issuance of 285,712 common shares pro rata to Alea shareholders, with a deemed value of $0.70 per share
• Assumed Liabilities: Assumed and agreed to satisfy Alea’s Simple Agreement for Future Equity (SAFE) note, carrying a $180,000 USD principal balance, payable in equal monthly installments of $22,500 USD until paid in full (first installment paid concurrently with closing)
• Securities & Restrictions: All securities issued under prospectus exemptions per National Instrument 45-106; subject to a statutory hold period of four months and one day; consideration shares subject to a 28-month contractual escrow release schedule (20% released every four months, beginning on the first anniversary of closing)
• Integration & Strategy: Alea’s technology and team will be integrated into Rocket Doctor AI’s platform and product roadmap to enhance clinical workflows, data-driven decision support, and care consistency across its physician-led marketplace
• Transaction Terms: Arm’s-length transaction with no finders’ fees paid; no long-term liabilities assumed other than the specified SAFE note

Notable Quotes

• Dr. Essam Hamza, CEO of Rocket Doctor AI: "This acquisition represents an important step forward in executing our strategy to build a scalable, physician-led digital health ecosystem... Together, we are better positioned to support clinicians, improve care consistency and expand access to high-quality health care for patients across North America, including underserved and remote communities."
• Richard Dallala, Founder & CEO of Alea Health: "Joining Rocket Doctor AI allows Alea's technology to scale within a broader clinical and operational framework that is deeply aligned with our original mission... We're excited to see our work integrated into a platform that prioritizes physician leadership, evidence-based care and meaningful improvements in patient outcomes."