WRAP Retail Offer for up to £25,000

Physiomics plc (AIM:PYC) is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to a maximum of £25,000 (the "WRAP Retail Offer") via the issue of up to 4,166,667 new ordinary shares of £0.004 each in the capital of the Company ("Ordinary Shares") (the "WRAP Retail Offer Shares") at a price of £0.006 per share.

In addition to the WRAP Retail Offer, the Company has also today announced a placing of, in aggregate, 63,569,573 new Ordinary Shares (the "Placing Shares") to raise gross proceeds of approximately £381,417 (before expenses) at a price of £0.006 per Placing Share (the "Placing Price") (the "Placing"). The Placing Price represents a discount of approximately 50 per cent. to the mid-market closing price of an ordinary share on 2 July 2024 (being the latest practicable date prior to this announcement). The issue price of the WRAP Retail Offer Shares is equal to the Placing Price.

The WRAP Retail Offer is conditional on the WRAP Retail Offer Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence on the AIM market of the London Stock Exchange, at 8:00 a.m. on or around 9 July 2024.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in its fundraising on the same terms as participants in the Placing.

Accordingly, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being existing shareholders of Physiomics, following release of this announcement and through certain financial intermediaries.

The WRAP Retail Offer is expected to close at 4:30 p.m. on 4 July 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times.

There is a minimum subscription of £250 per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Placing Shares and WRAP Retail Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the WRAP Retail Offer that the total value of the WRAP Retail Offer Shares available for subscription at the Placing Price does not exceed £25,000.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the FCA's Disclosure Guidance and Transparency Rules, the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") and MAR as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).