REG - Physiomics PLC - Requestioned GM and Investor Presentation

PhysiomicsAnnouncement

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RNS Number : 5384Z  Physiomics PLC  08 April 2026

8 April 2026

 

Physiomics plc

("Physiomics" or the "Company")

 

Statement regarding Requestioned General Meeting and

Notice of Investor Presentation

Further to the Company's announcement
(https://www.physiomics.co.uk/publication-of-circular-and-notice-of-requisitioned-general-meeting/)
of 2 April 2026, which contained the Resolutions to be voted on at the
requestioned general meeting of the Company (the "Requisitioned General
Meeting") to be held at 10.00 a.m. on Wednesday 29 April 2026 at Copthorne
Hotel Slough-Windsor, Cippenham Lane, Slough, Berkshire, SL1 2YE, Physiomics
provides the following statement from Dr Jim Millen, Chairman of the Company,
and republishes the section from the Circular to shareholders that provides
the rationale why the Board believes shareholders should vote against the
Resolutions.

 

Dr Jim Millen, Chairman of Physiomics, said:

 

"The Board is fully aware of its responsibilities and has consistently sought
to act in the best interests of the Company and of our shareholders as a
whole, including in relation to funding, commercial development, scientific
positioning and long-term strategic execution.

 

"The Board rejects the suggestion that the Company has failed to create value.
In addition to delivering specialist services to clients, the Company has
built valuable intellectual property (IP) (Virtual Tumour and our personalised
dosing tool which is in development), proprietary know-how, modelling
capability, scientific credibility and customer relationships that represent
important strategic assets of the business.

 

"The Board believes that the successful monetisation of those assets requires
more than general financial oversight. It requires a detailed understanding of
the Company's scientific offering, its service lines, the needs of its
clients, the dynamics of its target markets and the practical routes by which
IP and know-how can be converted into sustainable commercial returns. The
Board therefore does not accept the proposition that the introduction of
directors without sufficient familiarity with these matters would
automatically enhance shareholder value.

 

"The Board is however always open to introductions of potential directors and
team members, from wherever they are made, especially if they have experience
in the field of drug development, mathematical modelling or biostatistics.
This specialised skill set is absent from the proposed individuals making the
requisition.

 

"The Board also recognises the concerns expressed by certain of our
shareholders regarding historical dilution. The Board has always regarded
dilution as an important issue when considering any financing, seeking to
balance the Company's capital requirements and operational needs and the
objective of protecting shareholder value. Any capital raising decisions are
taken only after assessment of the options available to the Company at the
time, including commercial realities facing the business.

 

"The Board believes there is a genuine risk that disruption to the current
stewardship of the business, without appropriate continuity of relevant
Company and sector knowledge, could impair the Company's ability to
commercialise the value it has created. In the Board's view, the preservation
and effective commercialisation of the business require informed leadership
grounded in an understanding of both the Company's capabilities and its market
environment. Hence, for these reasons and for the reasons below, we ask our
valued shareholders to vote against the Resolutions."

 

Investor Presentation

 

Dr Jim Millen and Dr Peter Sargent will provide an Investor Update via
Investor Meet Company on 9 April 2026 at 15:00 BST.

 

The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until 9
Apr 2026, 09:00 BST, or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet
PHYSIOMICS PLC via:

 

https://www.investormeetcompany.com/physiomics-plc/register-investor
(https://www.investormeetcompany.com/physiomics-plc/register-investor)

 

Investors who already follow PHYSIOMICS PLC on the Investor Meet Company
platform will automatically be invited.

 

 

Unless otherwise indicated, all the defined terms in this announcement shall
have the same meaning as described in the Circular and set out below.

 

Enquiries:

 

Physiomics plc

Dr Peter Sargent, CEO

+44 (0)1235 841575

 

Hybridan LLP (Broker)

Claire Louise Noyce

+44 (0) 203 764 2341

 

Strand Hanson Limited (NOMAD)

James Dance & James Bellman

+44 (0)20 7409 3494

 

 

Information on the Requisition and Amended Requisition and reasons the Board
recommends to VOTE AGAINST the Resolutions

 

The Board recognises the right of all shareholders, including Mr Whitlow, to
express views on the governance and strategy of the Company. The issue for
shareholders, however, is not whether change can ever be justified, but
whether the specific resolutions now proposed would improve the Company's
prospects and governance. On the information available to the Board, it
believes that the Resolutions do not meet that test.

 

The Requisition was premature and potentially disruptive

 

In the days leading up to the Requisition, the Board had engaged with Mr
Whitlow in an attempt to identify constructive governance changes that might
address a number of his stated concerns without destabilising the Company.
Instead of allowing those discussions to develop, Mr Whitlow chose to trigger
a formal requisition process that has created uncertainty for staff,
customers, and prospective senior hires at a sensitive time for the business.

 

The Board does not criticise the exercise of shareholder rights. The Board
does, however, believe that the timing and manner of the Requisition were
premature and have risked disruption to the Company before a credible
alternative plan, management structure or transition framework can be
presented to shareholders.

 

Subsequent negotiations led the Board to conclude that all shareholders should
be given the opportunity to vote on the Resolutions

 

Following receipt of the Requisition, the Board entered into further
negotiations with the individuals named in the Amended Requisition in an
effort to reach a reasonable compromise. The Board offered substantial
representation in the form of two non-executive directors to replace two of
the existing non-executive directors as well as a right for Mr Whitlow to
recommend a further director.

 

There were, however, a number of items on which the parties could not agree
and, in particular, the remuneration packages proposed for the two incoming
directors (comprising cash, shares, and options) were substantially higher
than current remuneration for non-executives of the Company.  The Board felt
it could not, abiding with its fiduciary duties, grant these unusually high
renumeration packages without approval by shareholders. A lesser offer was
proposed but this, and a number of other items remained disputed, and
negotiations were discontinued on 28 March 2026.

 

The changing composition of the proposed directors suggests inadequate
preparation

 

The subsequent removal of Martin Gouldstone from the Amended Requisition
resolutions materially weakens the credibility of the original proposal.
Publicly available information indicated that Mr Gouldstone was the only
proposed director with clearly identifiable recent life sciences listed
company experience, including roles at ValiRx plc, Open Orphan, and Oncimmune
Holdings plc.

 

His withdrawal therefore does more than reduce the number of proposed
appointees; it underscores the impression that the Requisition was assembled
in haste and without sufficient diligence as to availability and commitment.
The Board considers that this is not consistent with the degree of preparation
shareholders should expect from a group seeking immediate control of an
AIM-quoted life sciences services business.

 

The proposed individuals do not, in the Board's view, present a suitable
replacement board for Physiomics

 

The Board is not suggesting that any of the proposed directors are legally
barred from acting as a director. The Board's concern is therefore one of
suitability, judgment, relevant experience and governance, not legal
eligibility.

 

As matters stand, the remaining proposed individuals do not appear to offer a
balanced combination of sector expertise, operational knowledge, public
company governance, independence, and continuity appropriate for Physiomics.
The Company is a specialist life sciences services business operating in a
technically demanding market, and the Board does not believe that this can be
treated responsibly as a generic quoted-company turnaround exercise.

 

Concerns regarding Michael Whitlow

Mr Whitlow is best known publicly as an activist investor with extensive
social media engagement and as a director and former Managing Director of ECR
Minerals plc.

 

The Board's concern is that while Mr Whitlow plainly has some capital markets
experience as an activist shareholder, the Board has not identified from the
public materials reviewed any meaningful operating track record in life
sciences services, drug development services, scientific consulting or the
management of a business like Physiomics. The Board is therefore not persuaded
that activism in quoted companies with small market capitalisations, without a
developed sector-specific operating plan, is an adequate basis on which to
hand immediate control of the Company to Mr Whitlow.

 

Concerns regarding Nick Tulloch

Mr Tulloch worked with Mr Whitlow at ECR Minerals plc, where public company
materials presented them as Chairman and Managing Director respectively. Mr
Tulloch has also been publicly associated with Mendell Helium plc, formerly
Voyager Life plc a cannabis (CBD) company, in connection with that company's
change of direction and subsequent transactions.

 

The Board has not identified from the public information reviewed any material
operating background for Mr Tulloch in life sciences services. His recent
listed-company profile appears instead to be centred on cannabis (CBD) and
natural resources-related businesses rather than specialist scientific
services.

 

Concerns regarding Ian Bagnall

Mr Bagnall, whilst having accounting background, has no listed companies board
experience nor as a senior executive in life sciences or scientific services
businesses. He is recognised as an investor in resource companies such as
Fulcrum Metals plc. The Board has also noted reporting that Mr Whitlow and Mr
Bagnall were acquiring shares in Physiomics as part of the campaign to replace
the existing board, which reinforces the impression that Mr Bagnall is aligned
with Mr Whitlow's activist position rather than being an obviously independent
appointee.

 

The Board has not identified, from the public information reviewed, a visible
listed-company remuneration or operating track record for Mr Bagnall that
would ordinarily reassure shareholders as to his readiness to oversee an AIM
life sciences services company. In those circumstances, the Board does not
consider that shareholders have been given enough evidence to conclude that Mr
Bagnall is a suitable replacement director for Physiomics.

 

In contrast, the current Board has substantial experience and understanding of
the Company and life sciences for whom brief biographies are shown below. This
would not be replicated if the Resolutions were to be passed.

 

Dr Jim Millen

 

Dr Jim Millen joined Physiomics in April 2016, bringing over 15 years'
experience in pharmaceuticals and biotechnology gained at a number of
blue-chip global companies as well as smaller UK-based organisations. At
Allergan, Dr Millen was responsible for corporate development in its Europe,
Africa and Middle East region where he was pivotal in expanding the Company's
geographical footprint before moving to a senior role responsible for
commercial strategy and market access. Prior to that, at GSK, Dr Millen held
business development roles of increasing responsibility including within the
Company's innovative Centre of Excellence for External Drug Discovery. Dr
Millen has also supported a number of smaller companies in fund raising and
strategic partnering activities. Over the course of his career he has
completed an array of deals worth many hundreds of millions of dollars,
spanning licencing, acquisition, divestment, development and
commercialisation. Dr Millen studied medicine at Queens' College, Cambridge
University and qualified as a doctor from the London Medical School. He holds
an MBA from INSEAD.  Dr Millen's ability to develop and grow businesses and
drive towards ambitious goals is of great value in his role as Non-Executive
Chairman.

 

Dr Peter Sargent

 

Dr Peter Sargent joined Physiomics in September 2023, initially joining the
Board as Chief Operating Officer before transitioning to Chief Executive
Officer in January 2024. He brings over 20 years of experience in life
sciences, leading R&D and commercial teams across drug and diagnostic
development businesses. Prior to joining Physiomics, Dr Sargent held a senior
management role at global consultancy business Syneos Health Inc (NASDAQ:
SYNH), leading large teams of professionals and servicing a variety of clients
in the biopharmaceuticals space.  Among his earlier roles, Dr Sargent has
also been Head of Business Development for the UK's National Institute for
Health and Care Research (NIHR), leading a team supporting global life science
businesses access to funding and research infrastructure in the UK. He holds a
PhD in Biochemistry from King's College London.

 

Dr Tim Corn

 

Dr Tim Corn qualified in medicine at King's College Hospital and, after
becoming honorary Consultant and Senior Lecturer, joined the pharmaceutical
industry in 1983. He has held senior positions in both big and small pharma as
well as at the MHRA and became CMO of several small but highly successful
venture-backed companies, such as EUSA Pharma and Zeneus Pharma.  Dr Corn has
played a key role in more than twenty regulatory approvals in the USA and
Europe, is the author of more than forty scientific publications, and was
elected Fellow of both the Faculty of Pharmaceutical Medicine and the Royal
College of Psychiatrists.

 

Mr Shalabh Kumar

 

Mr Shalabh Kumar is a proven business executive with over 30 years of
experience, mainly within the life sciences consulting and services industry.
Mr Kumar co-founded, and subsequently was the Chief Executive Officer of
Kinapse, a life sciences consulting and outsourcing service provider. The
company was later acquired by Syneos Health® (Nasdaq: SYNH) after growing to
employ over 600 people across UK, India and US. Prior to that he has worked in
Accenture as a strategy consultant, Gillette (now Procter & Gamble) and
Unilever in marketing management. More recently, Mr Kumar has been working as
an independent strategy consultant and angel investor in the life sciences
industry, working with biopharmaceutical companies, life sciences services and
technology companies and private equity firms. Recent roles include Chairman
of the Board of Clustermarket Ltd (now Calira Ltd), a lab software start-up;
independent strategy consultant to the life sciences R&D group of
Accenture plc (NYSE: ACN); and Global Head of Services at Navitas Life
Sciences, a technology-backed life sciences contract research organisation. Mr
Kumar is also Chairman of Pharmalancers Ltd, a UK-based life sciences services
tech start-up. Mr Kumar's experience in leading and scaling up life sciences
consulting and services businesses is of great importance in his role as
Non-Executive Director at Physiomics. He has in his NED role helped develop
Physiomics' strategy for services diversification, with the introduction of
biostats services, and embedding business development processes.

 

The proposed new board lacks a coherent plan for Physiomics and has not
demonstrated sufficient knowledge of the business

 

Most importantly, the Board has not been presented with a detailed and
credible operating plan for Physiomics under the proposed new board.
Shareholders have not been shown a clear framework dealing with customer
retention, scientific staff retention, recruitment of a suitably qualified
CEO, business development priorities, cash preservation, capital allocation,
governance arrangements, or the management of the Company's relationships with
advisers and the market.

 

This omission is especially serious because, once Mr Gouldstone was withdrawn
as a proposed director, the remaining proposed directors were left with no
clearly demonstrated recent plc operating experience in life sciences services
from the public materials reviewed by the Board. Mr Whitlow and Mr Tulloch are
most visibly associated with ECR Minerals plc and other non-life-sciences
quoted companies, while Mr Bagnall's visible background is outside the sector.
The Board therefore sees no proper basis on which shareholders could conclude
that the proposed board understands the Company's business sufficiently well
to run it effectively from day one.

 

The Board is also concerned that the requisitioners have not explained how
they would manage continuity during transition. With existing executive change
already under way, a complete replacement of the Board without a settled
leadership plan, sector-specific operating plan, or clearly identified
management bench would introduce risk at exactly the point where customers,
staff and counterparties need stability.

 

The Board believes that the proposed changes may put at risk the recent
positive momentum in the business. As outlined in the Company's recent interim
results, total income for the first half of the year was 51% higher than the
six-month period ending 31 December 2024.  The Company has sustained its
growth trajectory, building on record contract wins during the financial year
ending June 2024 and the 46% year-on-year increase in total income for the
year ending June 2025. As a result, the first half of this current financial
year has seen the Company reach its highest half-year total income since
incorporation, including two months during the period with the highest revenue
recognised on record.

 

The Company's ongoing expansion of service offerings into discovery, later
clinical phases, and new therapeutic areas has been a significant contributor
to its growth. Additionally, an important development this half-year has been
the launch of the Biometrics service line, which included recruiting the new
Head of Biometrics, Mr Jesse Thissen, and winning the Company's first four
Biometrics contracts. Based on signed contracts and a strong pipeline, the
Board expects that total income for the current financial year ending June
2026 will be in line with market expectations for a 27% increase from the
financial year ending June 2025, with additional contracted revenue projected
into next year (financial year ending June 2027).

 

The proposed board does not appear sufficiently independent

 

In the Board's view, the proposed reconstituted board would not have the
degree of independence shareholders should expect. All of the proposed
directors were nominated through the initiative of the same shareholder, Mr
Whitlow. In addition, Mr Whitlow and Mr Tulloch have already worked together
at ECR Minerals plc, and reporting has linked Mr Whitlow and Mr Bagnall
together in the current Physiomics campaign.

 

This matters because independence is not a technicality; it is central to
board oversight, remuneration discipline, capital allocation, and protection
of minority shareholders. A board assembled principally from long-standing
associates of the requisitioning shareholder is, in the Board's view,
materially less likely to provide the balanced challenge and objective
scrutiny required in a public company.

 

The wider publicly listed track record associated with the proposed directors
does not justify immediate control of Physiomics

 

The Board also considers it relevant that the quoted companies most closely
associated with members of the proposed reconstituted board do not
collectively show a clearly superior record of shareholder value creation or
financing discipline. Based on publicly available information as at the date
of this document, since Mr Tulloch and Mr Whitlow joined ECR Minerals in
September 2023 its share price has remained flat and it has executed several
dilutive fundraises. The share price of Mendell Helium, founded by Nick
Tulloch, has declined by over 85% since 2021.

 

Continuity, governance and shareholder protection

 

The adoption of the resolutions would result in the effective wholesale
replacement of the current Board at a time when continuity is particularly
important. An orderly enhancement of the Board is fundamentally different from
the immediate transfer of control to a group whose sector knowledge,
independence and preparedness remain unproven. It should be noted that Dr
Sargent has expressed his willingness to extend his tenure by up to 2 months
on condition that the Resolutions are not passed.

 

 

Therefore, the Board is of the opinion that the Resolutions would be damaging
to the interests of Shareholders and recommend that you VOTE AGAINST the
Resolutions.

 

 

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