Proposed Issue of Equity and Grant of Options

Physiomics PLC

30 June 2026

 

30 June 2026

Physiomics plc

("Physiomics" or the "Company")

Proposed Issue of Equity and Grant of Options

Physiomics plc (AIM: PYC), a leading mathematical modelling, data science and biostatistics company supporting the development of new therapeutics and personalised medicine solutions, announces the conditional issue of new ordinary shares of 0.40 pence each in Physiomics (the "Ordinary Shares") in respect of the board of directors of Physiomics' (the "Board" or the "Directors") remuneration policy as announced on 8 May 2026, whereby each Director is remunerated partially through the issue of new Ordinary Shares.

Nick Tulloch, Chairman, will receive 4,000,000 new Ordinary Shares, representing remuneration of £20,000. Mike Whitlow, Executive Director, and Ian Bagnall, Finance Director, will each receive 5,000,000 new Ordinary Shares, representing remuneration of £25,000. All of the new Ordinary Shares are to be issued at a price of 0.50 pence per new Ordinary Share, being the closing price on 28 April 2026, the day before the Directors joined the Board.  It is intended that awards of Ordinary Shares to Directors will be made once in each financial year in respect of part of their remuneration.

As the Company currently has no headroom to issue new Ordinary Shares, the above share awards to the Directors will be made following the Company's next annual general meeting ("AGM") at which resolutions will be proposed to grant authorities for the issue of the new Ordinary Shares and the Options described below.

Physiomics further announces the grant of options ("Options") to Directors for a total of 20,139,858 Ordinary Shares.

Each Option provides the holder with the right to receive one new Ordinary Share on its exercise.  10,909,089 of the Options were granted with an exercise price of 0.55 pence per new Ordinary Share and 9,230,769 of the Options were granted with an exercise price of 0.65 pence per new Ordinary Share, representing a premium of approximately 15 per cent. and approximately 35 per cent. respectively to the mid-market closing price of 0.48 pence per Ordinary Share on 26 June 2026.

The Options in aggregate will represent 4.3 per cent of the Company's share capital, ceteris paribus, as enlarged by the issue of the New Ordinary Shares above.  The Options will expire on the fifth anniversary of the date of grant if not exercised.

These option awards reflect the Board's policy to conserve the Company's cash resources and accept a significant part of their remuneration as equity in the Company. The Board further considers that these awards of Options offer significant incentive and alignment with shareholders as a whole in relation to Physiomics' future success, for which the Board believes the Company is well positioned, supported by its robust operational progress and strategic developmental activities. 

The Options form part of a new share option scheme and the Company intends to consider option awards on an annual basis in the future.  Furthermore, it is the Company's intention to grant further options on the same terms to Physiomics employees.

The following awards have been made:

Name	Title	Options exercisable at 0.55p	Options exercisable at 0.65p
Nick Tulloch	Chairman	3,636,363	3,076,923
Mike Whitlow	Executive Director	3,636,363	3,076,923
Ian Bagnall	Finance Director	3,636,363	3,076,923

PDMR dealings

Pursuant to the arrangements set out above, a total of 14,000,000 new Ordinary Shares will be issued by the Company. Following this issuance, the total numbers of Ordinary Shares that will be held following Admission (as defined below) by the Directors, as Persons Discharging Managerial Responsibility ("PDMRs") of the Company as at the date of this announcement, are as follows:

Name	New Ordinary Shares to be issued	Total Ordinary Shares held in the Company following Admission	As a percentage of the Company's enlarged issued ordinary share capital following Admission	Options held in the Company
Nick Tulloch	4,000,000	4,000,000	0.86%	6,713,286
Mike Whitlow	5,000,000	61,000,000	13.06%	6,713,286
Ian Bagnall	5,000,000	20,000,000	4.28%	6,713,286
Total	14,000,000

The FCA notification in respect of these PDMR dealings and grant of Options, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below.

Admission

Application will be made for 14,000,000 new Ordinary Shares to be admitted to trading on AIM following the AGM as described above and subject to shareholder approval ("Admission").

ENDS

For more information about Physiomics and its services, please visit www.physiomics.co.uk.

Enquiries:

Physiomics plc Mike Whitlow	Email:  [e-mail]
Strand Hanson Ltd (NOMAD and Broker) James Dance & James Bellman	Tel:  [phone]

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.

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Name Position Nick Tulloch Chairman Mike Whitlow Executive Director Ian Bagnall Finance Director
2	Reason for the notification
a)	Position/status	See above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Physiomics plc
b)	LEI	213800A71DSZ6ABMTQ91
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 0.40p each in Physiomics plc   Identification code (ISIN) for Physiomics plc ordinary shares: GB00BDR6W943
b)	Nature of the transaction	Issue of new Ordinary Shares as remuneration
c)	Price(s) and volume(s)	Name  Price(s) Volume(s) Nick Tulloch 0.50 pence 4,000,000 Mike Whitlow 0.50  pence 5,000,000 Ian Bagnall 0.50  pence 5,000,000
d)	Aggregated information: -      Aggregated volume -      Price	N/A
e)	Date of the transaction	29 June 2026
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Name Position Nick Tulloch Chairman Mike Whitlow Executive Director Ian Bagnall Finance Director
2	Reason for the notification
a)	Position/status	See above
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Physiomics plc
b)	LEI	213800A71DSZ6ABMTQ91
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument  Identification code	Ordinary shares of 0.40p each in Physiomics plc   Identification code (ISIN) for Physiomics plc ordinary shares: GB00BDR6W943
b)	Nature of the transaction	Grant of options over new Ordinary Shares
c)	Price(s) and volume(s)	Name  Price(s) Volume(s) Nick Tulloch 0.55 pence 3,636,363 Mike Whitlow 0.55 pence 3,636,363 Ian Bagnall 0.55 pence 3,636,363 Nick Tulloch 0.65 pence 3,076,923 Mike Whitlow 0.65 pence 3,076,923 Ian Bagnall 0.65 pence 3,076,923
d)	Aggregated information: -      Aggregated volume -      Price	N/A
e)	Date of the transaction	29 June 2026
f)	Place of the transaction	Outside a trading venue

 

END