Rocket Doctor firms up deal to acquire Alea Health

Executive Summary

• Rocket Doctor AI Inc. has entered into a definitive share purchase agreement to acquire 100% of Alea Health Holdings Ltd., a move aimed at expanding its AI-driven mental health capabilities and entering the Middle East market.
• The transaction involves a nominal cash payment, the issuance of common shares to Alea shareholders, and the assumption of a $180,000 SAFE note.
• The acquisition brings Alea’s proprietary conversational AI therapy platform and its team into Rocket Doctor AI’s ecosystem, leveraging the Global Library of Medicine (GLM) to enhance patient care and geographic reach.

Key Details

• Transaction Structure: Definitive share purchase agreement dated November 19, 2025, to acquire 100% of issued and outstanding securities of Alea Health Holdings Ltd.
• Consideration:
  • Cash: $15,000 USD paid at the date of the agreement.
  • Equity: Issuance of 285,712 common shares to Alea shareholders, with a deemed value of $0.70 per share (subject to CSE minimum pricing requirements).
  • Debt Assumption: Assumption and satisfaction of Alea’s obligations under a Simple Agreement for Future Equity (SAFE) note with a principal balance of $180,000 USD, to be paid in equal monthly installments of $22,500 USD until paid in full.
• Strategic Rationale:
  • Integration of Alea’s proprietary online therapy platform, which uses conversational AI and voice technology for patient intake, follow-up, and 24/7 mental health coaching.
  • Expansion into the Middle East, specifically the United Arab Emirates, serving as a foothold in the GCC region.
  • Enhancement of Rocket Doctor AI’s Global Library of Medicine (GLM) with advanced mental health capabilities.
• Team Integration: Alea’s leadership team, including CEO Richard Dallala and CDO/COO Marco Bertetti, brings over 30 years of combined experience in AI, machine learning, SaaS, and telemedicine.
• Closing Conditions: Subject to employment/consulting agreements with key Alea employees and receipt of regulatory/third-party approvals, including the Canadian Securities Exchange (CSE).
• Securities Restrictions:
  • Issued securities are subject to a statutory hold period of four months and one day.
  • Consideration shares are subject to a 28-month contractual escrow release schedule, with 20% released every four months starting on the first anniversary of closing.
• Fees: No finders' fees are payable.
• Liabilities: Rocket Doctor AI is not assuming any long-term liabilities of Alea, except for the specified SAFE note.

Notable Quotes

• Dr. Essam Hamza, CEO of Treatment.com AI: "The acquisition of Alea Health will help the company accelerate its strategy to integrate conversational AI and mental health solutions into our health care ecosystem. By combining Alea's advanced platform with our Global Library of Medicine, we are focused on delivering a truly unified and innovative solution that meets the escalating global demand for personalized, AI-driven care, while also establishing a crucial footprint in the high-growth Middle East market."
• Richard Dalalla, CEO of Alea Health: "Joining Rocket Doctor AI is validation of our mission to leverage AI and multimodal analysis to transform mental health care. Integrating our platform, including our crucial presence in the UAE, with Rocket Doctor AI's GLM creates an opportunity to deliver innovative, evidence-based mental health support integrated directly into primary care. We are excited to combine our team's deep expertise with Rocket Doctor AI's resources to truly globalize access to next-generation AI-powered therapy."