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The initial argument was that with the right iniative that the company needn't do a deeply discounted placing, Mike offered a substantially higher level with some warrants?

Does that seem unfair?

When the board declined his offer taking a 0.30p raise, Mike and Co could see they could block it and force the price up to 0.40p

If his agenda was negative why would he buy more shares in the Placing?

He and Ian both stated they were happy to support the company at higher levels come what may and they would continue activism to get the hest out of it.

They see 500% minimum gain potential in Physiomics, and they have relationships to deliver. Having put a fortune in here followed by other notable investors who support positive change.

The alternative is directors with no or few shares, no interest in pricing of equity issues and ten times more shares with a -90% loss in SP

Nick and Ian were looking to take shares as part of its remuneration.

Pt.2 (phones awful to write posts)

If Mike was prepared to underwrite funding higher why did JM not accept that?

The claim they raised on favourable terms wss only due to them not wishing to go to vote and short squeeze?

The suggestion that the company in a bad market might go up moderately if we keep doing the same?

Its all very un-ambitious, lacking Drive, shows the board has no other options to garner funding other than 50% discounted raises.

The more i ponder over thus the more it racks my brain as to why some so called LTH want to keep backing this constant failure and more SP decline?

Interested to hear genuine views

If the board have been so poor in generating any value and in the wild outside chance they win.

Surely the price declines, therefore backing the new guys gives us access to capital which Jim acknowledged in his presentation, Mike was prepar

Https://online.fliphtml5.com/gbjzj/PYCaction-responsePDF/#p=1

Sorry for Typos

Poor eyes and small screen.

My over arching belief is change would be beneficial, it appears the board closed the door to a sensible solution.

I cannot move past the amount of dilution over a decade against the shareholder destruction.

Since the 20% HNW came in, the SP has responded well, the Placing was forced higher and it has shown weakness in the incumbent board.

I do not wish to wait 5 or 10 years to see more of the same, and ultimately the new guys have said clearly they only ever questioned the boards oversight not the team.

I'm excited about the changes and believe we will see a significant return on investment

Having watched the presentation back again I remain to believe that it was lacklustre and uninspiring, Pete looked like he didnt want to be there and Jim appeared defeated, from communication, the idea was to pay the incoming guys (Ian & Nick) who are chartered accountant, ExNomad and Lawyer to reduce the outsourced costs which JM deliberately did not mention, so 70k more than 2 NEDS who appear to do nothing so are paid little makes sense, an audit and legal advisory let along other advisory would well exceed 70k so that point for me is disingenuous.

Jim acknowledged Mikes rollerdex (contacts) and Mike himself has suggested a Tier 1 guy and a chap woth 25yrs experience.

2 new faces to replace those who wish to hold the shareholders hands to the fire makes sense.

We cannot argue with slow growth and massive dilution to shareholders during the incumbent boards tenure

Peter doesn't look like he wishes to be here

Jim admits they will lose but they will go to vote regardless, this shows who is keen to de-stablise the business.

It appears that the presentation was intended to gain investor support however it has had the opposite effect, The IP to CC question appears flakey too. Jim wriggles when asked why one of the priorities of the new incoming CEO was not to generate shareholder value. What a car crash, appears the market is pricing in the new leadership and supporting the SP which is gently rising in anticipation of the change.

Jim confirms he will act professionally for a smooth handover, "we shall see if he's good to his word?

Jim and Pete have a big set of shoes to follow at 3pm

The stockbox media interview just blew the board out of the water, I have to say I did not think the doc had that in him, professional, clear and to the point.

Investor Perspective on Physiomics & Market Opportunities

@StockBoxMedia

spoke to Mike Whitlow

@DDS_DocHoliday

about his recent investment activity, improving market conditions, and his involvement with

@Physiomics

(LSE: PYC) as a significant shareholder.

Watch below ⬇️

https://youtu.be/s33-ogYTtpI?si=pmQvUNIN6JfsZixw

➡️Market rebound has supported stronger returns and renewed investor confidence.

➡️Active engagement with Physiomics focused on governance and strategic direction.

➡️Sees meaningful upside potential if operational and board-level changes are executed.

https://x.com/StockBoxMedia/status/2042199408947642711

If JM stands down the SP rises

If the rebels lose and we have 25%+ of sellers what happens to the SP

We should back the rebels and vote FOR all the resolutions and changes, if not we will be in a worse position. Jim is a failure in every sense IMO

If PS wants to stay on I am told that he would be welcome however the rebels have a number of suitable candidates lined up and Whitlow and crew only ever see themselves as interim replacements as the corporate aspect of this business is not working, interestingly he has alluded to a number of deals and being a big advocate of Biometrics and Jesse, I believe DoseMe and Biostates is a key focus with new motivation and incentives, we should be £10m not £1m

The ultimate question is what has jim really achieved during 10yrs

what has Whitlow et al achieved in a few weeks, improving terms, better communication and a light at the end of the tunnel.

The rebutal was well produced and the attack on Bagnall of all seemed outrageous given his success, Jim does seem out of his depth and Pete is a nodding dog in such cases which is sad as I hold him in a higher regard

A defensive and misleading circular

The circular relies on three familiar tactics: deflection away from performance, mischaracterisation of the proposed new board members, and personalised criticism of individuals that is both unnecessary and unhelpful. There are multiple factual inaccuracies about the proposed new board members throughout the circular suggesting not only has the Company failed to do its research properly but, worse, it has focused on negatives – specifically trying to find holes in our proposal rather than putting forward a coherent plan of their own.

None of these tactics addresses the central issue, which is accountability. The suggestion that this process was rushed is false. Engagement did take place, proposals were made, and a balanced solution was offered. The Board chose not to act.

A lot of messaging here distracting from the response by the HNW who now own 20%+ and represent over 35%+ based on the private network pledges to support the rebels winning at the GM.

https://online.fliphtml5.com/gbjzj/PYCaction-responsePDF/#p=1

Laura the link is in the thread below but here:

https://online.fliphtml5.com/gbjzj/PYCaction-responsePDF/#p=1

I thought the PYC Action response was solid, to the point and devoid of personal attack, it illustrates exactly what has been said minus the inference that the requesitionors are not capable, on the whole i think it comes across exceptionally, the board has little experience when you deep dive, which may explain such poor oversight at board level, we have a good team here and poor board.

VOTE THEM OUT!

The more important question is this: how independent can a Board truly be if it has presided over long-term value destruction without making meaningful change?

On the absence of a “plan”

The claim that no plan exists is incorrect. We have engaged with experienced City professionals, initiated discussions to support an orderly transition, and focused on stabilising and strengthening the existing business.

We are not proposing disruption. We are proposing disciplined change.

On alignment

Perhaps the most telling point is that the incumbent Board has not demonstrated meaningful alignment through share ownership, yet shareholder funds are being used to defend its position.

That is not alignment. It is entrenchment.

The choice facing shareholders

This is a straightforward decision. Shareholders must choose between a Board that continues to defend its record despite clear underperformance, or a refreshed Board that is focused on restoring credibility, discipline, and value.

This is not about personalities. It is about outcomes.

Conclusion

Physiomics has a real business and capable people. What it does not have is a Board that has delivered for shareholders.

The current Board is asking for more time, but shareholders are entitled to ask a simple question: what evidence is there that the outcome will be any different?

This requisition is about accountability. It is about restoring credibility. And it is about giving this Company the leadership it needs to realise its potential.

The decision now rests with you.

Mike Whitlow

Most importantly, the proposed remuneration structure was weighted towards share-based payments, rather than wholly in cash. And, furthermore, the proposed remuneration was less than members of the current board have paid themselves in the past.

That is not excess. That is alignment with shareholders.

On credibility and track record

The Board has selectively presented public information in an effort to undermine the requisition, but the facts tell a different story. Capital has been raised at premiums across multiple transactions, share price performance has improved following refinancing events, and in several instances valuations have remained above initial entry levels.

Contrary to what the Board has asserted, ECR Minerals plc has seen share price gains in the period since Nick Tulloch and I joined that company. From a business that had severe financial issues, ECR now has a strong balance sheet and several promising projects. Likewise, Mendell Helium plc, where Nick is CEO and I have supported on investor relations. Even a cursory glance at the share price would show that it has doubled in two years – not the negative performance falsely claimed in the circular.

The simple facts are that the proposed directors have professional qualifications, several decades of public market experience each and a track record of creating value, eradicating waste and repositioning companies strategically.

This is not theory; it is execution. By contrast, the current Board offers shareholders a long-term record of value erosion.

On Ian Bagnall

The commentary directed at Ian Bagnall is both inappropriate and revealing. He is a qualified Chartered Accountant with over 35 years of experience, a proven operator and business leader, and an individual who has delivered successful outcomes in multiple businesses. Furthermore, with a life sciences degree, he combines sector knowledge with business acumen.

The attempt to diminish his credentials reflects poorly on the Board, not on him.

On sector expertise

The Board attempts to shelter behind life sciences credentials, but this is not fundamentally a scientific problem. It is a public markets problem. The Company already has capable technical staff; what it lacks is capital markets credibility, strategic clarity, investor engagement, and effective governance.

Those are Board-level failures.

On independence

The Board’s argument regarding independence is weak. In small-cap markets, directors are often introduced through shareholder networks, and independence is measured by conduct, not acquaintance. And surely it is better that the Company’s new board has an established and long standing track record of working together? To suggest that it would be better if we had no such association, which is the implication in the circular, is ludicrous.

The more important question is this: how independent can a Board truly be if it has presided over long-term value destruction withou

To Fellow Shareholders,

The recent circular issued by Physiomics plc is a predictable attempt by an entrenched Board to preserve its position. Rather than confronting the fundamental issue before shareholders, it seeks to deflect attention from the sustained destruction of shareholder value that has occurred under its stewardship.

Let us be clear: this requisition has not arisen in a vacuum. It is the product of prolonged underperformance, weak market credibility, and a failure at Board level to convert a capable operational business into meaningful returns for shareholders.

The Board would prefer to describe this situation as “premature” and “disruptive.” In reality, what is truly disruptive is a decade of erosion in shareholder value. What is premature is the Board’s attempt to dismiss legitimate shareholder concerns without first addressing the facts.

The reality on performance

Shareholders should focus on outcomes, not narrative. The Company has consistently failed to deliver meaningful shareholder returns, market confidence remains weak, and the valuation does not reflect the underlying potential of the business.

Yet the Board is asking investors to support continuity. Continuity of what, exactly? Continuity of underperformance, continuity of poor market perception, and continuity of the same outcomes that have already damaged shareholder value.

A defensive and misleading circular

The circular relies on three familiar tactics: deflection away from performance, mischaracterisation of the proposed new board members, and personalised criticism of individuals that is both unnecessary and unhelpful. There are multiple factual inaccuracies about the proposed new board members throughout the circular suggesting not only has the Company failed to do its research properly but, worse, it has focused on negatives – specifically trying to find holes in our proposal rather than putting forward a coherent plan of their own.

None of these tactics addresses the central issue, which is accountability. The suggestion that this process was rushed is false. Engagement did take place, proposals were made, and a balanced solution was offered. The Board chose not to act.

On governance and representation

We requested fair and proportionate Board representation. This was not a demand for control, but a proposal intended to stabilise governance and strengthen oversight at a critical time.

The Board’s claim that the proposed directors would operate beyond standard non-executive roles is categorically denied. If such assertions are to be made publicly, they should be properly substantiated rather than implied.

On remuneration

The Board has attempted to portray the proposed remuneration structure as excessive, but that characterisation is misleading. The proposed structure was in line with market standards, designed to reduce reliance on costly external advisers, and focused on delivering better value for shareholders.

Eyewatering

21st Sept 2016 a consolidation of 100:1 was enacted giving an SP of 2.5p

Feb 2026 the SP was 0.25p or a 90% loss

28th Sept 2016 the Mcap was 800k or 33m shares in issue

March 2026 the company raises at an improved price only because of the requisition request. and now 450m shares in issue

Sept 2016 Mcap £1.3m with 550k cash

April 2026 Mcap £1.8m with 700k cash

Can you see regardless what headline the company releases the shareholder or investor value is not there and the only common denominator is Mr Millen.

I agree that the company and arguably Pete have improved but immediate action is needed or this will slip through the cracks of history which will repeat itself, the sources close to the rebels are suggesting a big value mover behind the scenes, we need change.

The blinking RNS from PYC doesn't even thing to outline how the incumbent board will generate an ounce of future value which is them shooting themselves in the foot.

Get them out!