REG - Physiomics PLC - Results of General Meeting and Board Changes

PhysiomicsAnnouncement

29/04/2026 11:00

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RNS Number : 4220C  Physiomics PLC  29 April 2026

29 April 2026

 

Physiomics plc

("Physiomics" or the "Company")

 

Results of General Meeting and Board Changes

 

Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and
biostatistics company supporting the development of new therapeutics and
personalised medicine solutions, announces that all resolutions
("Resolutions") put to shareholders at the general meeting, called by Mr
Michael Whitlow, held today ("General Meeting") were passed.

As a result, Mr Michael Whitlow, Mr Ian Bagnall, and Mr Nicholas Tulloch have
been appointed to the Board. In addition, Dr Peter Sargent, Mr Shalabh Kumar,
and Dr Tim Corn, have been removed from the Board with immediate effect.

As previously stated, Dr Peter Sargent will remain as CEO (non-Board) of the
Company until 29 May 2026. Furthermore, the outgoing directors have expressed
their willingness to facilitate an orderly transition to the incoming
directors.

Mr Michael Whitlow - Executive Director

Michael Whitlow is an entrepreneur with over 20 years' experience investing in
and financing small cap and early-stage companies. Having started his career
in the energy industry, Mr Whitlow has more recently overseen the assembly of
a number of resource projects through Axies Ventures Ltd, including
operational and corporate developments across the Mediterranean, North America
and Australia.

Mr Nicholas Tulloch - Non-Executive Chair

Nicholas Tulloch has advised companies on the UK capital markets for over 20
years, having worked for a number of investment banks and stockbrokers,
including Cazenove, Arbuthnot and Cenkos. He previously served as Financial
Director and then CEO of Zoetic International plc (now Chill Brands Group
plc), overseeing its transition from oil & gas to a CBD-focused quoted
business. He subsequently founded Voyager Life plc and, in 2024, led Voyager
Life plc's repositioning as Mendell Helium plc. Mr Tulloch is currently a
director of Axies Ventures Ltd and re-joined Chill Brands Group plc as a
non-executive director in 2024. Mr Tulloch began his career as a solicitor
with Gouldens (now part of Jones Day) and holds a Master's degree in law from
Oxford University.

Mr Ian Bagnall - Non-Executive Director

Ian Bagnall is a Chartered Accountant with over three decades of experience
across corporate finance, operational leadership and investment management. He
holds a BSc in Biochemistry and Physiology and qualified as a Chartered
Accountant in 1990. Mr Bagnall has held senior finance roles across a number
of businesses, including within the food sector, and later moved into
operational leadership, serving as Managing Director of two food processing
businesses. He subsequently held an Executive Board role with Pilgrim Foods,
where he oversaw the Retail Division and was responsible for strategic
development, commercial operations and business performance.

Further information regarding the appointments of Mr Whitlow, Mr Tulloch, and
Mr Bagnall in accordance with paragraph (g) of Schedule Two of the AIM Rules
for Companies (the "AIM Rules") is set out below.

Results of General Meeting

The results of the poll at the General Meeting are set out in the table below.
Each Physiomics shareholder present in person or by proxy was entitled to one
vote for each Physiomics share held.

 Resolution                                                                       Votes for            Votes against        Total votes  Withheld votes
                                                                                  Number       %       Number      %        Number       Number
 1. That Nicholas Tulloch be appointed as a director of the Company with          177,819,776  77.94%  50,328,272  22.06%   228,148,048  3,867,652
 immediate effect.
 2. That Michael Whitlow be appointed as a director of the Company with           177,508,328  77.91%  50,328,272  22.09%   227,836,600  4,179,100
 immediate effect.
 3. That Ian Bagnall be appointed as a director of the Company with immediate     177,508,328  77.80%  50,639,720  22.20%   228,148,048  3,867,652
 effect.
 4. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that     179,586,226  77.41%  52,394,272  22.59%   231,980,498  35,202
 Dr Jim Millen be removed from office as a director of the Company with
 immediate effect.
 5. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that     179,274,778  78.04%  50,439,720  21.96%   229,714,498  2,301,202
 Shalabh Kumar be removed from office as a director of the Company with
 immediate effect.
 6. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that     177,707,733  77.89%  50,439,720  22.11%   228,147,453  3,868,247
 Dr Tim Corn be removed from office as a director of the Company with immediate
 effect.
 7. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that     175,276,136  76.74%  53,137,603  23.26%   228,413,739  3,601,961
 Dr Peter Sargent be removed from office as a director of the Company with
 immediate effect.

 

Notes:

Any proxy votes which are at the discretion of the Chair have been included in
the "Votes Against" total. Please note a vote "Withheld" is not a vote in law
and is not counted in the calculation of the proportion of votes "For" and
"Against" a resolution.

As at the date of the General Meeting, the total number of voting rights in
the Company was 453,208,718.

 

For more information about Physiomics and its services, please visit
www.physiomics.co.uk (http://www.physiomics.co.uk) .

Enquiries:

 

Physiomics plc

Dr Peter Sargent, CEO

+44 (0)1235 841575

 

Hybridan LLP (Broker)

Claire Louise Noyce

+44 (0) 203 764 2341

 

Strand Hanson Ltd (NOMAD)

James Dance & James Bellman

+44 (0)20 7409 3494

 

Notes to Editor

 

About Physiomics

 

Physiomics plc combines expertise across Modelling & Simulation,
Biostatistics, Data Science and Bioinformatics, together with deep
biology expertise, to help biotech and pharma companies streamline their drug
development journeys. Our approach is to help derive insight from all
relevant and often disparate data in order to de-risk decision making and
optimise research design across discovery, pre-clinical and clinical
studies. Through use of cutting-edge computational
tools, bespoke models and our proprietary Virtual Tumour technology,
the Physiomics team has informed the development of over 140 commercial
projects, with over 125 targets and drugs modelled. Clients include
Merck KGaA, Astellas, Bicycle Therapeutics, Numab Therapeutics & CRUK.

 

Additional Information on the Appointment of the Directors:

 

Save for the information set out above and below, there are no further
disclosures to be made in accordance with Rule 17 and Schedule Two
paragraph(g) of the AIM Rules in respect of the appointments of the
directors.

 

Nicholas George Selby Tulloch

The directorships and partnerships currently held by Nicholas Tulloch, aged
53, and over the five years preceding the date of his appointment are as
follows:

 Current Directorships                Past Directorships/Partnerships (within the last five years)
 Mendell Helium plc                   Orsus Therapeutics PLC
 ECR Minerals plc                     VoyagerCann Limited
 M3 Helium Corporation                Orsus Labs Limited
 Heartlands Industries Limited        Amphora Health Ltd
 Fetlar Capital Limited               DG Innovate plc
 Axies Ventures Ltd                   U4EA plc
 ECR Minerals (Australia) Pty Ltd     Chill Brands Group plc
 ECR Minerals (Queensland) Pty Ltd
 ECR Digital Limited
 Mendell Digital LLC
 ECR Minerals (Raglan) Pty Ltd

Nicholas Tulloch was a director between 10 April 2021 and 29 August 2024 at DG
Innovate plc which appointed liquidators on 30 April 2025. The estimated total
deficiency as regards to creditors is £3,668,556.

 

Michael Whitlow

The directorships and partnerships currently held by Michael Whitlow, aged 47,
and over the five years preceding the date of his appointment are as follows:

 

 Current Directorships          Past Directorships/Partnerships (within the last five years)
 Volant Services (VSL) Limited  ECR Minerals plc
 Axies Ventures Ltd
 Holding365 Ltd

 

Ian Russell Bagnall

The directorships and partnerships currently held by Ian Bagnall, aged 61, and
over the five years preceding the date of his appointment are as follows:

 

 Current Directorships        Past Directorships (within the last 5 years)
 The Maplesden Noakes School  Izzy Bizzy Ltd

 

Directors' shareholdings

Mr Whitlow holds a direct interest in the Company issued share capital
totalling 56,000,000 ordinary shares, representing 12.36% of the Company's
issued ordinary share capital.

Mr Bagnall holds a direct interest in the Company issued share capital
totalling 15,000,000 ordinary shares, representing 3.31% of the Company's
issued ordinary share capital.

Mr Tulloch does not hold a direct or indirect interest in the Company's issued
share capital.

 

 

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