Rocket Doctor AI Launches $2 Million Convertible Debenture Private Placement to Fuel US Expansion

Details on Convertible Debenture Terms and Structure

The offering provides investors with hybrid debt-equity instruments combining fixed income benefits and potential equity appreciation. Debentures, sold in $1,000 increments, will accrue interest at 12.0% annually, payable at maturity 12 months post-issuance.

Holders may convert their debentures partially or fully into company units at a conversion price of $0.70 (US$0.50) per unit. Conversion rights can be exercised either the business day before maturity or the business day prior to any redemption date set by the company. This design offers Rocket Doctor AI the option to reduce debt through equity conversion while enabling investors to gain from share price increases.

Unit Composition and Warrant Exercise Conditions

Upon conversion, each unit will consist of one common share and one transferable share purchase warrant, granting additional equity participation rights.

Warrants allow holders to acquire one additional share at an exercise price of $0.75 (US$0.54) per share, valid for 12 months from issuance. An acceleration clause permits Rocket Doctor AI to shorten the warrant expiry if shares trade at or above $0.75 for 10 consecutive trading days on the Canadian Securities Exchange. Upon acceleration notice, warrants will expire 10 calendar days later at 5:00 pm. This mechanism enables the company to capitalize on significant share price appreciation.

Use of Proceeds and Growth Strategy

Proceeds from the offering are designated for working capital and general administrative expenses, with a strategic focus on expanding operations in the US. This allocation aligns with the company’s market positioning and growth ambitions.

Rocket Doctor AI operates an AI-driven digital health platform and marketplace alongside its Global Library of Medicine decision support system. Its proprietary technology has empowered over 350 physicians to manage more than 750,000 patient visits. The targeted US market development reflects management’s confidence in substantial growth opportunities, supported by recent engagements with US telehealth policy initiatives and recognition as one of Canada’s top 100 AI and tech startups.

Regulatory Approval and Offering Timeline

The offering’s completion depends on obtaining all necessary corporate and regulatory approvals, including from the Canadian Securities Exchange. No specific timeline for approval or closing has been announced.

The placement does not require a minimum subscription amount, allowing the company to close the offering even if less than $2,000,000 is raised. The offering may close in multiple tranches, providing flexibility. Securities issued will be subject to statutory hold periods under Canadian securities laws, restricting resale for designated durations.

Finder’s Fees and Compliance with CSE Policies

Rocket Doctor AI may pay finders’ fees to qualified parties who facilitate subscriber introductions, structured according to Canadian Securities Exchange policies governing non-brokered placements. Specific fee details were not disclosed.

The company’s adherence to CSE regulations underscores its commitment to regulatory compliance and orderly capital raising.

US Securities Law Exemptions and Distribution Limitations

The securities offered have not been registered under the United States Securities Act of 1933 or state laws and cannot be sold or offered in the US unless registered or exempt. This standard restriction protects the company from regulatory violations across jurisdictions, including the US.

The announcement clarifies it does not constitute an offer or solicitation in any jurisdiction where such activities are unlawful.

Company Overview and AI Healthcare Platform

Rocket Doctor AI delivers physician-developed, AI-powered solutions aimed at enhancing access to quality healthcare throughout the patient journey. Its Global Library of Medicine is a clinically validated decision support system created with input from hundreds of physicians worldwide.

The company’s digital health platform and marketplace enable physicians to independently launch and manage virtual or hybrid practices, improving efficiency, restoring clinical autonomy, and expanding patient access. Target populations include underserved, rural, and remote Canadian communities, as well as Medicaid and Medicare patients in the US.

Positioning in Canadian Healthcare Technology Sector

Recognition as one of Canada’s top 100 AI and tech startups for 2026 highlights Rocket Doctor AI’s technological innovation and market impact amid growing digital health momentum in North America.

Active participation in US telehealth policy, including the Alliance for Connected Care’s Telehealth Voters Pledge supporting permanent Medicare telehealth legislation, positions the company to benefit from favorable regulatory developments.

Forward-Looking Statements and Risks

The announcement contains forward-looking statements involving risks and uncertainties, with no assurance of accuracy. Actual outcomes may differ materially due to various factors detailed in the company’s regulatory filings.

Investors are cautioned against undue reliance on these statements, as unforeseen events or incorrect assumptions could affect results.