Rocket Doctor AI Inc. Announces $2 Million Convertible Debenture Private Placement to Accelerate US Market Growth

Convertible Debenture Details and Conversion Rights

Rocket Doctor AI Inc. is offering unsecured convertible debentures with a principal amount of $1,000 each, not exceeding a total aggregate of $2,000,000. The debentures bear a fixed 12.0% annual interest rate, with interest calculated and payable upon maturity 12 months post-issuance.

Debenture holders may convert the principal plus accrued unpaid interest into company units at $0.70 per unit (equivalent to US$0.50). Conversion can be exercised fully or partially at the holder’s discretion either on the business day before maturity or prior to any redemption date selected by the company. This structure offers investors flexibility to either retain the debentures until maturity or convert to equity if market conditions are favorable.

Unit Structure and Warrant Terms

Each convertible unit comprises one common share and one transferable share purchase warrant. The warrants can be exercised to acquire additional common shares at $0.75 (US$0.54) per share, with a 12-month expiration from issuance.

An acceleration clause allows the company to shorten the warrant expiry if its common shares trade at or above $0.75 on the Canadian Securities Exchange for 10 consecutive trading days. Upon issuing an acceleration notice, warrant holders must exercise within 10 calendar days, incentivizing early exercise amid strong stock performance and enabling the company to better manage its capital structure.

Allocation of Proceeds and Growth Strategy

Proceeds from this offering will primarily fund working capital and general administrative costs, with a focus on advancing Rocket Doctor AI’s expansion in the US healthcare market. The company aims to scale operations in this key region where it offers an AI-powered digital health platform and marketplace built by physicians.

Currently supporting over 350 medical doctors and facilitating more than 750,000 patient visits, Rocket Doctor AI is targeting growth within the US healthcare sector. This capital infusion is intended to strengthen its market presence and expand its platform’s reach.

Regulatory Approvals and Closing Conditions

The offering’s closing depends on receiving all required corporate and regulatory approvals, including from the Canadian Securities Exchange (CSE). This regulatory clearance is standard for CSE-listed companies conducting capital raises.

The offering allows for flexible timing and may close in multiple tranches without a minimum subscription threshold. Securities issued will be subject to statutory hold periods under securities laws, restricting immediate resale by initial investors.

Finder’s Fees and Compliance with CSE Policies

Rocket Doctor AI intends to pay finder’s fees to eligible intermediaries who introduce subscribers, in compliance with Canadian Securities Exchange policies. This ensures adherence to regulatory guidelines governing compensation in private placements.

This approach is typical for non-brokered private placements, reflecting the company’s commitment to regulatory compliance in all aspects of the offering.

US Securities Law Restrictions

The offering is not registered under the United States Securities Act of 1933 or any state securities laws, restricting sales to US investors unless an exemption applies. The securities cannot be offered or sold in the US without registration or applicable exemption.

This restriction aligns with Canadian public company regulations and emphasizes the separation between Canadian and US capital markets. The announcement clarifies it does not constitute an offer in any jurisdiction where such an offer would be unlawful.

Company Overview and AI-Driven Healthcare Platform

Rocket Doctor AI Inc. is a healthcare technology firm delivering physician-designed, AI-powered solutions aimed at enhancing access to quality healthcare throughout the patient journey. Central to its technology is the Global Library of Medicine (GLM), a clinically validated decision support system developed with input from hundreds of physicians globally.

The company’s flagship product is the Rocket Doctor Inc. AI-powered digital health platform and marketplace, enabling independent physicians to establish and manage virtual or hybrid medical practices. To date, the platform supports over 350 doctors and has facilitated more than 750,000 patient visits. The technology reduces administrative burdens, improves care consistency, and expands access, especially in underserved rural and remote Canadian communities and among Medicaid and Medicare populations in the US.

Operational Reach and Market Position

With over 350 physicians utilizing its platform and more than 750,000 patient visits supported, Rocket Doctor AI has demonstrated significant traction in its core markets. This operational scale underscores the platform’s adoption and relevance in healthcare technology.

The company’s focus on underserved populations, including rural Canadian communities and US Medicaid/Medicare patients, positions it within a growing segment emphasizing equitable healthcare access. By restoring physician autonomy and reducing administrative workload, Rocket Doctor AI addresses key industry challenges, supporting its competitive edge and US expansion ambitions.

Forward-Looking Statements and Risk Disclosure

The announcement includes a detailed caution regarding forward-looking statements identified by terms such as "will," "may," "should," "anticipate," and "expects." These statements involve risks and uncertainties beyond historical facts.

The company warns that actual results may differ materially from expectations due to various risks outlined in its regulatory filings. Investors are advised not to place undue reliance on forward-looking information, as assumptions may prove incorrect and unforeseen events could impact outcomes.