Proposed Issue of Equity and Grant of Options
Physiomics plc announced the conditional issue of new ordinary shares and the grant of options to its directors as part of its remuneration policy. Chairman Nick Tulloch will receive 4,000,000 new ordinary shares valued at £20,000, while Executive Director Mike Whitlow and Finance Director Ian Bagnall will each receive 5,000,000 new ordinary shares valued at £25,000, all issued at 0.50 pence per share. Additionally, directors were granted options for a total of 20,139,858 ordinary shares, with 10,909,089 options exercisable at 0.55 pence and 9,230,769 at 0.65 pence, representing premiums to the recent market price. These equity awards are intended to conserve cash and align director incentives with shareholder interests.
Select text to share a quote on X · sign in to keep highlights & notes in your PYC notes
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").
For more information about Physiomics and its services, please visit www.physiomics.co.uk.
| 2 | Reason for the notification | |
| a) | Position/status | See above |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Physiomics plc |
| b) | LEI | 213800A71DSZ6ABMTQ91 |
| 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 a s 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 |
| a) | Name | Physiomics plc |
| b) | LEI | 213800A71DSZ6ABMTQ91 |
| 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 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.