ROCKET DOCTOR AI INC. ENTERS INTO DEFINITIVE AGREEMENT TO ACQUIRE ALEA HEALTH HOLDINGS LTD.

Rhea-AI Summary

Rocket Doctor AI (OTC: AIRDF) entered a definitive agreement to acquire 100% of Alea Health Holdings Ltd. on November 19, 2025. Consideration includes US$15,000 cash paid, 285,712 common shares (deemed CAD$0.70 each) and assumption of a US$180,000 SAFE note payable in US$22,500 monthly instalments. Alea’s conversational AI and voice-based mental‑health platform will be integrated with Rocket Doctor AI’s Global Library of Medicine to expand mental‑health capabilities and enter the UAE/GCC market.

Closing is subject to employment agreements, regulatory approvals including the CSE, and applicable shareholder approvals; securities will be issued under prospectus exemptions with hold periods and a 28‑month escrow schedule.

Positive

• Alea adds a 24/7 conversational AI mental‑health platform
• Integration expands GLM mental‑health capabilities
• Entry into UAE/GCC market with existing Alea pipeline
• Consideration includes 285,712 shares at CAD $0.70

Negative

• Company assumes a US $180,000 SAFE note payable US $22,500 monthly
• Consideration shares subject to 28‑month escrow (20% released each 4 months)
• Closing contingent on CSE and other approvals; deal not guaranteed

News Market Reaction

-2.37%

1 alert

-2.37% News Effect

On the day this news was published, AIRDF declined 2.37%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Vancouver, British Columbia, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Rocker Doctor AI Inc. (the “Company” or “Rocket Doctor AI”) (CSE: AIDR, OTC: AIRDF, Frankfurt: 939) Is pleased to announce, further to its news release of January 28, 2025, that it has entered into a definitive share purchase agreement dated November 19, 2025 (the “Definitive Agreement”), amongst the Company, Alea Health Holdings Ltd. (“Alea”) and the ordinary shareholders of Alea (the “Alea Shareholders”) to acquire 100% of the issued and outstanding securities of Alea (the “Proposed Transaction”).

The acquisition of Alea significantly advances Rocket Doctor AI's mission to become a leader in AI-driven healthtech, particularly in the rapidly growing mental health sector. Alea's proprietary online therapy platform utilizes advanced conversational AI and voice technology for optimized patient intake, follow-up, and continuous support through a 24/7 AI-powered mental health coach. This technology not only reduces administrative burdens but will also enhance patient engagement and therapeutic matching by leveraging sentiment analysis and natural language processing of voice data. Integrating this innovative platform with Rocket Doctor AI's Global Library of Medicine (GLM) will create a unified, comprehensive healthcare solution, substantially expanding the GLM's mental health capabilities and strengthening Rocket Doctor AI’s advocacy for conversational AI in healthcare delivery over the next decade.

Another key strategic benefit is the opportunity to extend geographic reach into the Middle East, specifically the UAE, which serves as a critical foothold in the Gulf Cooperation Council (GCC) region. With the GCC planning to invest up to $170 billion by 2030 in AI-driven healthcare revolution (https://shorturl.at/8TGQu), Alea’s presence and pipeline of opportunities offer Rocket Doctor AI its first major investment in this high-growth market. This entry creates an opening for Rocket Doctor AI to develop strong local relationships and tap into a market intensely focused on modernizing healthcare delivery. Furthermore, the acquisition strengthens Rocket Doctor's focus on integrating mental health services with primary care, which is vital for holistic patient support. This complements the mental health services delivered through Rocket Doctor’s digital health platform and marketplace.

Finally, the acquisition provides a further boost to Rocket Doctor AI's bench strength and expertise in core healthtech domains. The entrepreneurial team from Alea, led by CEO Richard Dallala and CDO/COO Marco Bertetti, brings over 30 years of combined, international experience across AI, machine learning, SaaS, cloud services, and data science. This deep expertise in mental health services, telemedicine, and patient intake software will immediately augment Rocket Doctor AI's capabilities. Their knowledge and track record will add to the Company’s goal of successfully scaling AI-driven solutions, ensuring that Rocket Doctor AI can deliver the innovative, comprehensive healthcare solutions demanded by global healthcare systems.

Dr. Essam Hamza, CEO of Treatment.com AI, comments: "The acquisition of Alea Health will help the Company accelerate its strategy to integrate conversational AI and mental health solutions into our healthcare 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 comments: "Joining Rocket Doctor AI is validation of our mission to leverage AI and multimodal analysis to transform mental healthcare. 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."

Transaction Overview

Pursuant to the terms of the Definitive Agreement, the Company will acquire 100% of the issued and outstanding ordinary shares in the capital of Alea by making the following payments: (i) a cash payment of US $15,000, which has been paid as of the date hereof; (ii) the issuance of 285,712 common shares (each a “Consideration Share”) in the capital of the Company on the closing date pro rata to the Alea Shareholders, with a deemed value of CAD $0.70 per Consideration Share, subject to the minimum pricing requirements of the Canadian Securities Exchange (the “CSE”). The Company has also agreed to assume and satisfy Alea’s obligations under a Simple Agreement for Future Equity (the “SAFE Note”) by paying the US $180,000 principal balance of the SAFE Note in equal monthly installments of US $22,500 per month until paid in full.

The Definitive Agreement sets out certain terms and conditions pursuant to which the Proposed Transaction will be completed. The Proposed Transaction remains subject to certain closing conditions, including, without limitation: (a) the entering into of employment or consulting agreements with certain key Alea employees; and (b) the receipt of all required regulatory and third party approvals, including the CSE, and if applicable, the approval of the Alea Shareholders. There can be no guarantees that the Proposed Transaction will be completed as contemplated or at all.

All securities issued pursuant to the Proposed Transaction will be issued under prospectus exemptions pursuant to National Instrument 45-106 - Prospectus Exemptions and are subject to an applicable statutory hold period of 4 months and one day from the date of issuance. The Consideration Shares shall also be subject to a 28-month contractual escrow release schedule whereby 20% of the Consideration Shares are released from escrow each 4 months, beginning on the first anniversary of the closing date of the Proposed Transaction.

Alea and its shareholders are arm’s length parties to the Company. No finders’ fees shall be payable in connection with the Proposed Transaction. The Company shall not be assuming any long-term liabilities of Alea, except for the SAFE Note.

About Rocket Doctor AI Inc.

Rocket Doctor AI Inc. delivers physician-built, AI-powered solutions designed to make high- quality healthcare accessible throughout the entire patient journey. A cornerstone of the company’s proprietary technology is the Global Library of Medicine (GLM), a clinically validated decision support system developed with input from hundreds of physicians worldwide.

Alongside the GLM is Rocket Doctor Inc, and its AI-powered digital health platform and marketplace. Having helped empower over 300 MDs to provide care to more than 700,000 patient visits, our proprietary technology software and systems enable doctors to independently launch and manage their own virtual or hybrid in-person practices - improving efficiency, restoring autonomy to MDs, and expanding patient access to care.

By reducing administrative burdens and ensuring greater consistency in care, our technology creates more time for meaningful physician-patient interactions. We are committed to reaching underserved, rural, and remote communities in Canada who often lack access to family doctors and supporting patients on Medicaid and Medicare in the United States. With advanced AI, large language models, and connected medical devices, Rocket Doctor AI is redefining modern healthcare - making it more scalable, equitable, and patient-centered.

To learn more about Rocket Doctor AI Inc’s products and services, contact: www.rocketdoctor.ai or email: info@rocketdoctor.ai

FOR ADDITIONAL INFORMATION, CONTACT:

Dr. Essam Hamza, CEO, Rocket Doctor AI essam.hamza@rocketdoctor.ai

For media inquiries, contact: media@rocketdoctor.ai

Call: +1 (778) 819 8321

Cautionary Statements

This news release contains forward-looking statements relating to the future operations of Rocket Doctor AI Inc. and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction, closing of the Proposed Transaction as anticipated or at all, and receipt of all regulatory approvals and satisfaction of all conditions precedent to closing of the Proposed Transaction., are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Rocket Doctor AI Inc.'s expectations include other risks detailed from time to time in the filings made by Rocket Doctor AI Inc. with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Rocket Doctor AI Inc. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Rocket Doctor AI Inc. will only update or revise publicly the included forward- looking statements as expressly required by Canadian securities law.

FAQ

What did Rocket Doctor AI (AIRDF) agree to pay to acquire Alea Health on November 19, 2025?

Consideration: US$15,000 cash paid, 285,712 shares (deemed CAD$0.70 each), plus assumption of a US$180,000 SAFE note.

How will the Alea Health acquisition affect Rocket Doctor AI's product offering (AIRDF)?

Alea’s conversational AI and voice analytics will be integrated into the Global Library of Medicine to expand mental‑health intake, matching, and continuous support.

What are the closing conditions for the AIRDF acquisition of Alea Health?

Closing requires employment or consulting agreements with key Alea staff, regulatory and third‑party approvals including the CSE, and applicable shareholder approvals.

What shareholder restrictions apply to the consideration shares issued to Alea shareholders (AIRDF)?

Securities issued under prospectus exemptions with a statutory hold of 4 months plus one day and a 28‑month contractual escrow releasing 20% every 4 months after year one.

Does Rocket Doctor AI (AIRDF) assume any Alea liabilities as part of the deal?

The company will not assume long‑term liabilities except for the US$180,000 SAFE note, which it will pay in monthly instalments.