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Replacement Result of Meeting and Board Changes

29 Apr 2026 18:15

RNS Number : 4739C
Physiomics PLC
29 April 2026
 

The following amendment has been made to the 'Results of General Meeting and Board Changes' announcement released on 29 April 2026 at 11:00 under RNS No 4220C.

 

Addition of "Jim Millen" to the list of the directors who have been removed from the Board with immediate effect in the second paragraph, in accordance with the Resolutions. All other details remain unchanged.

 

The full amended text is shown below.

 

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, Jim Millen, 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 immediate effect.

177,819,776

77.94%

50,328,272

22.06%

228,148,048

3,867,652

2. That Michael Whitlow be appointed as a director of the Company with immediate effect.

177,508,328

77.91%

50,328,272

22.09%

227,836,600

4,179,100

3. That Ian Bagnall be appointed as a director of the Company with immediate effect.

177,508,328

77.80%

50,639,720

22.20%

228,148,048

3,867,652

4. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that Dr Jim Millen be removed from office as a director of the Company with immediate effect.

179,586,226

77.41%

52,394,272

22.59%

231,980,498

35,202

5. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that Shalabh Kumar be removed from office as a director of the Company with immediate effect.

179,274,778

78.04%

50,439,720

21.96%

229,714,498

2,301,202

6. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that Dr Tim Corn be removed from office as a director of the Company with immediate effect.

177,707,733

77.89%

50,439,720

22.11%

228,147,453

3,868,247

7. Conditional on the passing of at least two of Resolutions 1, 2 or 3, that Dr Peter Sargent be removed from office as a director of the Company with immediate effect.

175,276,136

76.74%

53,137,603

23.26%

228,413,739

3,601,961

 

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.

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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END
 
 
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