Treatment.com AI Enters into a Definitive Agreement to Acquire Rocket Doctor Inc. a Rapidly Growing Digital Health Company Empowering MDs to Provide Comprehensive Care to Patients Across the United States and Canada

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• Addition of ~[C$1.9] million unaudited ARR SaaS revenues
• Total Billable Value of Services increased to ~ C$7.1 million, up from C$4.3 million in 2023
• Growing Network of over 300 doctors currently supporting up to 20 specialties (inc. GP Services, Women’s Health, Mental Health, Cardiology, Psychiatry, Internal Medicine, Pediatrics), 500,000 patient visits (over 650 per day)
• Enabling healthcare professionals to build next-generation virtual clinics, driving expansion of digital healthcare services across North America
• Addition of Rocket Doctor’s proprietary AI-powered digital health platform strengthens Treatment.com AI’s ability to drive innovation in healthcare
• Consideration of approximately C$11M in shares of Treatment.com with contingent consideration of up to approximately C$9.5M based on significant performance milestones

/EIN News/ -- VANCOUVER, British Columbia, Feb. 12, 2025 (GLOBE NEWSWIRE) -- Treatment.com AI Inc. (CSE: TRUE, OTC: TREIF, Frankfurt: 939) (“Treatment”) is pleased to announce it has entered into a Definitive Share Purchase Agreement dated February 12, 2025 (the “Definitive Agreement”) with Rocket Doctor Inc. (“Rocket Doctor”) and the common shareholders of Rocket Doctor with respect to the proposed acquisition of 100% of the issued and outstanding securities in the capital of Rocket Doctor by Treatment (the “Proposed Transaction”). Rocket Doctor is a Canadian federally incorporated company which aims to transform the way healthcare is delivered, through empowering doctors to start their own virtual practices, thereby providing citizens with quick access to high-quality, comprehensive medical care, powered by advanced devices and proprietary technology.

Dr. Essam Hamza, CEO of Treatment.com AI, comments: “We are thrilled to welcome the Rocket Doctor team into our ecosystem. Bill and Harry have built an innovative, proprietary, and rapidly growing platform that empowers physicians to build and seamlessly integrate digital and virtual care into their practices. As part of this acquisition, we plan to implement Treatment’s planned AI Nurse, leveraging our Global Library of Medicine (GLM) and our newly announced conversational voice application, to enhance patient triage and onboarding ahead of Rocket Doctor appointments. This will not only help create efficiency and aid the practitioners on the platform, but also provide a proof of concept for future commercial sales of Treatment’s software.”

Rocket Doctor is a technology-driven digital health platform and marketplace that is breaking down obstacles limiting access to high quality, comprehensive and cost-effective healthcare. Its proprietary software equips doctors with ‘plug and play’ tools to run successful independent practices in virtual and hybridized in-person/virtual models of care, enabling them to provide tailored care to patients in remote communities, particularly those in rural and Northern communities across Canada and on Medicaid in the United States.

Rocket Doctor is bridging the healthcare divide, integrating over a dozen unique tools into their own HIPAA-compliant electronic medical record (EMR) system, including artificial intelligence (AI) and large language models (LLM’s) to collect patient history in advance of the visit, automatically create medical notes, pull past medical records, provide language translation in over 200 languages, match the right patient to the right MD, and many other tools that will make the practice of medicine more efficient while enhancing the patient care experience.
  
Since launching nearly 5 years ago, Rocket Doctor has powered over 300 MDs to provide care for over 500,000 patient visits across North America. Founded in Ontario Canada, Rocket Doctor has since expanded to Alberta, British Columbia and New Brunswick and in the United States, to California, Maryland and New York. Expansion in these territories has grown quickly with key partnerships with hospitals such as Georgian Bay General in Ontario and their virtual Emergency Department, Engagewell IPA and Federally Qualified Health Centers in NY and Central California Alliance for Health, a 450,000 member Medicaid managed care plan in California. Looking to the future, Rocket Doctor has a healthy pipeline of more provinces and states, as well as new B2B deals and growth within existing states and provinces, targeted for expansion in 2025.

From 2023 to 2024, Rocket Doctor achieved 88% year-over-year growth in annual recurring revenue (ARR) of ~[C$1.9] million by the end of November 2024. In 2024, Rocket Doctor’ net loss was approximately [C$1.3] million compared to [C$2.4] million in 2023. During the same period, the total billable value of services increased from C$4.3 million in 2023 to C$7.1 million by the end of 2024. The total value of billable services include all billable services and fees billed by doctors utilizing the Rocket Doctor platform.

All financial information with respect to Rocket Doctor is neither audited nor reviewed by an auditor and contains non-GAAP and non-IFRS measures such as MRR, ARR and total value of billable services. The financial information and non-GAAP, non-IFRS metrics are provided for context only and to provide some indication of the financial performance of Rocket Doctor. The financial information should not be relied upon for any other purpose than evaluating the transaction and not as indication of future performance of Rocket Doctor,

Rocket Doctor has also been recognized by its peers and industry partners for its innovative approach and technology, with its goals of preventing low acuity patients from unnecessary ER visits and opening up access to quality, comprehensive and cost-effective healthcare for all. Amongst the awards are:

1. 2024 Start-up Innovator of the Year
2. Stanford Emergency Medicine (StEMI X) pitch contest 1st place
3. Google for Startups AI First Accelerator
   
   

Treatment and Rocket Doctor were both started and are led by clinicians. They share a common mission to ensure healthcare is trustworthy, relevant and available to everyone, and in so doing help reduce the administrative burden on healthcare professionals in our current healthcare systems.

The proposed acquisition of Rocket Doctor opens up the potential for ready made partnerships with healthcare systems in the US and Canada for Treatment, as well as opportunities to increase presence within those partnerships. Equally, Rocket Doctor’s network of 300+ doctors creates the opportunity for a ready-made pilot environment for Treatment’s anticipated evolution of its GLM platform.

Treatment and Rocket Doctor have both created proprietary technology solutions underpinned by AI/ML. As well as opportunities to integrate the technologies and provide an end to end patient experience from intake through to post discharge, utilization of Treatment’s AI voice assistants (through the proposed acquisition of Alea Health announced January 28th) and Treatment’s GLM, creates an opportunity to further streamline Rocket Doctor’s operations and positively impact efficiency and profitability.

The Rocket Doctor leadership team, led by Dr. William Cherniak and Harry Cherniak, further increase the strength of the Treatment team.Their experience, and the expertise and capabilities of the wider Rocket Doctor team significantly enhances Treatment’s ability to scale, drive technological advancements and expand its impact across the healthcare spectrum.

Dr. William Cherniak, a practicing emergency physician and public health expert, is a graduate of the University of Calgary Medical School and holds an MPH from the Johns Hopkins Bloomberg School of Public Health, where he was a Sommer Scholar and holds a global cancer control fellowship from the US NIH/National Cancer Institute’s Center for Global Health. He is the co-founder and Board Chair of Bridge to Health Medical and Dental, a Canadian registered charity and US 501c3 that has helped to train over 800 healthcare workers and provide free care to over 50,000 patients across East Africa, the Middle East and Latin America. Dr. Cherniak has taught at the University of Southern California’s Keck School of Medicine, Northwestern University and is an Assistant Professor at the University of Toronto’s Department of Family and Community Medicine, Division of Emergency Medicine and an Associate Faculty at the Johns Hopkins Bloomberg School of Public Health, Department of International Health.

Harry Cherniak brings expertise in corporate strategy, operations, and law. He holds an HBA from Western University’s Ivey Business School, an MSc from the London School of Economics, and a JD from the University of Toronto. Harry practiced corporate law at Torys LLP, and is a seasoned professional in M&A transactions. Clients represented include Bank of Nova Scotia (in its strategic partnership with Canadian Tire and its $3.1 billion acquisition of ING Bank of Canada), Sun Life Financial and Manulife Financial (in various project financing transactions), Alliance Films (in its acquisition by Entertainment One), Rogers Communications (in its shareholder arrangements with Bell Canada for their $1.3 billion purchase of 75% of Maple Leaf Sports and Entertainment), and a number of private equity firms (in M&A transactions and ongoing corporate work). While in London, Harry worked for Jon Trickett MP, previously Shadow Lord President of the Privy Council and Shadow Secretary of State for Business, Energy and Industrial Strategy.

Dr. William Cherniak, Co-founder and CEO of Rocket Doctor comments: ”The journey began over five years ago thinking about how to leverage advanced technology to empower physicians to practice medicine, while in parallel increasing access to care for some of our most marginalized communities. When we started Rocket Doctor in fall 2019, digital health accounted for <1% of all medical visits across Canada and <5% across the United States. We didn’t realize it at the time, but the global pandemic just a few months away would rapidly pull medicine, kicking and screaming, out of the dark ages and into the 21st Century. The explosion of digital tools, innovative approaches, and now artificial intelligence / machine learning and large language models has created new opportunities to reduce clinician burnout, expand access to care, and improve our healthcare systems. We are thrilled to bring our expertise, skill-sets, clinicians and software to the Treatment team to rapidly expand our reach and impact alongside their innovative technology.”

Transaction Overview

Pursuant to the terms and conditions of the Definitive Agreement, Treatment.com shall satisfy amounts owing under Rocket’s existing simple agreement for future equity (“SAFE”) and acquire 100% of the total issued and outstanding securities of Rocket Doctor (the “Rocket Doctor Shares”) for total consideration equal to (i) common shares of Treatment.com with a fair market value of USD$7,688,640 payable on closing (“Closing”) of the Proposed Transaction (the “Closing Consideration Shares”) and (ii) subject to the achievement of certain 12 and 24 month milestones, additional common shares of Treatment with a fair market value of up to USD$6,902,560 payable to the holders of SAFEs and shareholders of Rocket Doctor in accordance with Rocket Doctors’ governance and security agreements (the “Contingent Purchase Price Shares”, and together with the Closing Consideration Shares, the “Consideration Shares”). The Consideration Shares shall be issued at a deemed price of $0.65 per Closing Consideration Share and the Contingent Purchase Price Shares, if they become issuable, will be issued at a deemed price per Contingent Purchase Price Share equal to the 20-day volume weighted average price of Treatment.com’s common shares on the Canadian Securities Exchange, subject however, to any minimum pricing requirements of the Canadian Securities Exchange.

‎The Closing Consideration Shares issued pursuant to the Proposed Transaction shall be subject to contractual escrow for a period of 28 months from the date of Closing, with 20% of such Consideration Shares being released every four months beginning on the date that is twelve months after the date of Closing.

Any Contingent Purchase Price Shares issuable upon achievement of the 12-month milestone, shall be subject to contractual escrow for a period of not less than 30 months whereby 20% of such Contingent Purchase Price Shares will be released on the date the 12 month milestone is achieved (the “12 Month Determination Date”); 20% of such Contingent Purchase Price Shares will be released on the later of: (i) the 12 Month Determination Date; and (ii) 16 months from Closing; 20% of such Contingent Purchase Price Shares will be released on the later of: (i) the 12 Month Determination Date; and (ii) 20 months from Closing; 20% of such Contingent Purchase Price Shares will be released on the later of: (i) the12 Month Determination Date; and (ii) 24 months from Closing; and 20% of such Contingent Purchase Price Shares will be released on the later of: (i) the 12 Month Determination Date; and (ii) 30 months from Closing.

Any Contingent Purchase Price Shares issuable upon achievement of the 24-month milestone, shall be subject to contractual escrow for a period of not less than 32 months whereby 40% of such Contingent Purchase Price Shares will be released on the date the 24 month milestone is achieved (the “24 Month Determination Date”); 40% of such Contingent Purchase Price Shares will be released on the later of: (i) the 24 Month Determination Date; and (ii) 28 months from the Closing; 20% of such Contingent Purchase Price Shares will be released on the later of: (i) the 24 Month Determination Date; and (ii) 32 months from Closing.

The Company is at arm’s length from Rocket Doctor and each of the securityholders of Rocket Doctor. No change in management or the board of directors of the Company is being contemplated at this time. No finder’s fees are payable in connection with the Proposed Transaction. In connection with the Proposed Transaction, by virtue of acquiring Rocket Doctor, the Company will be assuming approximately $542,000 in long term liabilities of Rocket Doctor.

The Transaction is not expected to constitute a Fundamental Change for the Company (as defined in the policies of the Canadian Securities Exchange), nor is it expected to result in a change of control of the Company, within the meaning of applicable securities laws and the policies of the Canadian Securities Exchange (the “CSE”).

In connection with the Proposed Transaction, the Company has agreed to extend Rocket Doctor a loan of C$675,000 which shall be advanced as follows: (a) $75,000 on the execution of the Definitive Agreement; (b) $75,000 on the earlier of: (i) 15 days after the effective date of the Definitive Agreement, and (ii) the Closing Date; (c) $75,000 on the earlier of: (i) 30 days after the Effective Date, and (ii) Closing; and (d) $450,000 on Closing.

The Transaction remains subject to a number of conditions, including: the receipt of any required regulatory approvals including the approval of the CSE and the entering into of employment agreements with William and Harry Cherniak. The Transaction cannot be completed until these conditions have been satisfied. There can be no guarantees that the Transaction will be completed as contemplated or at all.

About Treatment.com AI Inc.

Treatment.com AI is a company utilizing AI (artificial intelligence) and best clinical practices to positively improve the healthcare sector and impact current inefficiencies and challenges. With the input of hundreds of healthcare professionals globally, Treatment.com AI has built a comprehensive, personalized healthcare AI engine — the Global Library of Medicine (GLM). With more than 10,000 expert medical reviews, the GLM delivers tested clinical information and support to all healthcare professionals as well as providing recommended tests (physical and lab), imaging and billing codes. The GLM helps healthcare professionals (doctors, nurses or pharmacists) reduce their administrative burden; creates more time for needed face-to-face patient appointments; and enables greater consistency in quality of patient support. Treatment.com AI’s GLM platform, through supporting healthcare professionals, allows for the inclusion of disenfranchised communities. To learn more about Treatment’s products and services: www.treatment.com or email: info@treatment.com

About Rocket Doctor Inc.

Rocket Doctor is a technology-driven digital health platform and marketplace that is breaking down obstacles that limit access to quality, comprehensive and cost-effective healthcare. Our proprietary software equips doctors with the tools to run successful practices in virtual and hybridized in-person/virtual models of care, enabling them to provide tailored care to patients in remote communities, particularly those in rural and Northern communities across Canada and on Medicaid in the United States. Leveraging large language models, AI/ML and wireless medical devices, Rocket Doctor is bridging the healthcare divide, connecting patients to equitable and accessible virtual healthcare services regardless of age, location, or financial status. This includes patients with potentially stigmatizing conditions such as substance use, mental health and otherwise.

To learn more about Rocket Doctor's platform and services, visit www.rocketdoctor.io (U.S.) www.rocketdoctor.ca (Canada) or email media@rocketdoctor.io.

FOR ADDITIONAL INFORMATION, CONTACT:

Dr. Essam Hamza, CEO

ehamza@treatment.com

For media inquiries, contact: media@treatment.com

Call: +1 (612) 788-8900 / Toll-Free USA/Canada: +1 (888) 788-8955
Cautionary Statements

This news release contains forward-looking statements that are based on Treatment.com AI’s expectations, estimates and projections regarding its business and the economic environment in which it operates, including with respect to the implementation of its shareholder communications initiative and the timing thereof. These forward-looking statements or information may relate to the potential acquisition of Rocket Doctor, including, the closing of the Proposed Transaction as anticipated, or at all, receipt of all necessary regulatory approvals, including the Canadian Securities Exchange, and the satisfaction of all conditions to closing the Proposed Transaction and other factors or information. Although Treatment.com believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements, and readers should not place undue reliance on such statements. These forward-looking statements speak only as of the date on which they are made, and Treatment.com undertakes no obligation to update them publicly to reflect new information or the occurrence of future events or circumstances unless otherwise required to do so by law.

The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this release.