RNS Number : 6862Y
Iconic Labs PLC
31 March 2026
31 March 2026
Iconic Labs PLC
("Iconic" or the "Company")
Interim results for the six months ended 31 December 2025
Iconic Labs PLC (LSE: ICON), today announces its unaudited financial results for the six-month period ended 31 December 2025.
This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).
For any further information or enquiries please contact:
Iconic Labs John Farquharson, Chief Executive Officer
via Yellow Jersey PR
AlbR Capital Limited David Coffman / Daniel Harris
I am pleased to present the interim unaudited accounts for the six-month period ended 31 December 2025 for Iconic Labs PLC and its subsidiary (together, "Iconic" or the "Company").
The Company is focusing all of its time, resources, and energy on acquiring a suitable target through a reverse takeover ("RTO") to generate long-term growth and value for its shareholders.
While there are numerous businesses interested in being listed on the Main Market of the London Stock Exchange, identifying suitable targets takes a significant amount of time and resources. At the outset, any acquisition target must meet the minimum market capitalisation requirement of £30m. Once this threshold has been met, the Company seeks a target that can be acquired at a suitable valuation, preferably at a discount, with strong business fundamentals, experienced management, and solid long-term projections. The acquisition that the Company closes will provide a sound equity story to the market to generate long-term growth and value for its shareholders.
We look forward to providing updates in due course.
GOING CONCERN ASSESSMENT
The Board has carefully considered the financial position of Iconic regarding the events during the six months ended 31 December 2025 and during the period to the release of these results. The Board has obtained confirmation from an existing investor that it is their current intention to provide short term funding to enable the Company to pursue a target.
In the event that such a target cannot be identified within a short period of time, it is possible that the investor will cease to provide funding. Although the Directors would endeavor to pursue alternative sources of funding, there is no certainty that this could be achieved. In such an event Iconic would need to wind down its operations, realise any assets and may enter administration, if and to the extent there are creditors of the Company who cannot be paid. In such an event, Iconic would no longer manage its affairs or the realisation of its assets. As a result of either winding down the business or entering into administration, the Ordinary Shares would be cancelled from the Official List and Shareholders may receive little or no value for their Ordinary Shares.
On this basis, there is a material uncertainty related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern and that it may therefore be unable to realise its assets and discharge its liabilities in the normal course of business. However, the Directors believe it remains appropriate to prepare the financial statements on a going concern basis.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant to the business:
Going Concern Risk
Iconic's strategy continues to focus on finding a suitable target. If an alternative target is not found within a reasonable period of time, there is a risk that further funding may not be made available from the existing investor and that whilst the on-going running cost of the Company is expected to be low, the Company may not be able to meet its liabilities as they fall due.
Revenue, Profitability and Funding Risk
Iconic currently only has one asset, Gay Star News ("GSN"), an online media platform, which is not cash-generative, and therefore, Iconic currently generates no revenues. The Company has been reliant upon the issuance of promissory notes for its main source of working capital.
Dilution and Pricing Risk
If the holders of the Company's convertible loan notes and warrants exercise their full conversion rights, this could result in them owning a significant holding in the Company. However, the holders' strategy is generally to sell shares in the market as soon as practicable following the exercise of such rights. Accordingly, there is a risk that should the loan note holders exercise and sell shares in significant amounts over a lengthy period, this could have a material negative impact on the price of the shares.
Financial Risk Management
The Board monitors the internal risk management function across Iconic and advises on all relevant risk issues. There is regular communication with external advisors and regulators.
FINANCIAL REVIEW
Iconic made a loss in the 6 month period of £269,830 (2024: loss of £293,680).
At 31 December 2025, Iconic had total assets of £13,380 (30 June 2025 - £95,044). The Group had liabilities of £4,245,478 at the balance sheet date (30 June 2025 - £4,057,312), an increase of £188,166.
Key Performance Indicators
The business is focused on the areas of cash management and operating results.
RESPONSIBILITY STATEMENT
The directors confirm to the best of our knowledge:
• the interim financial statements have been prepared in accordance with IAS 34, as adopted by the United Kingdom;
• the Chairman's statement and interim financial statements include a fair review of the information required by the Financial Statements Disclosure and Transparency Rules (DTR) 4.2.7R, being an indication of important events that have occurred during the first six months of the financial year and a description of the principal risks and uncertainties for the remaining six months of the year; and
• the Chairman's statement includes a fair review of the information required by DTR 4.2.8R, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during the period and also any changes in the related party transactions described in the last annual report that could do so.
At the date of this statement, the Directors are those listed on the Company information page of these interim financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)
Six months ended 31 December 2025
Six months ended 31 December 2024
Year ended 30 June 2025 (audited)
£
£
£
Revenue
-
-
-
Gross profit
-
-
-
Administrative expenses
(236,165)
(201,371)
(555,119)
Direct costs incurred in connection with financing facility
-
(60,000)
-
Operating loss
(236,165)
(261,371)
(555,119)
Finance costs
(33,665)
(32,309)
(64,214)
Loss before taxation
(269,830)
(293,680)
(619,333)
Taxation
-
-
(8,892)
Loss for the period
(269,830)
(293,680)
(628,225)
Total comprehensive expense for the period
(269,830)
(293,680)
(628,225)
Basic and diluted loss per ordinary share for continuing operations (pence)
(1.94)
(2.63)
(5.53)
The loss for the period is wholly attributable to the equity holders of the parent company.
All operations of the group are continuing.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 (unaudited)
Six months ended 31 December 2025
Six months ended 31 December 2024
Year ended 30 June 2025 (audited)
Notes
£
£
£
Non-current assets
Intangible assets
1
1
1
1
1
1
Current assets
Trade and other receivables
4,397
35,860
59,305
Cash and cash equivalents
8,982
49,288
35,738
13,379
85,148
95,043
Total assets
13,380
85,149
95,044
Equity
Shareholders' equity
Share capital
3
5,192,874
5,192,602
5,192,874
Share premium
8,450,316
8,401,588
8,450,316
Retained deficit
(17,875,288)
(17,270,913)
(17,605,458)
Total equity
(4,232,098)
(3,676,723)
(3,962,268)
Current liabilities
Trade and other payables
4
969,325
806,289
980,824
Loans and borrowings
3,276,153
2,955,583
3,076,488
4,245,478
3,761,872
4,057,312
Total liabilities
4,245,478
3,761,872
4,057,312
Total equity and liabilities
13,380
85,149
95,044
Net asset value per share (pence)
(30.48)
(32.94)
(28.54)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)
Share capital £
Share premium £
Retained deficit £
Total equity £
Balance at 1 July 2024
5,192,602
8,401,588
(16,977,233)
(3,383,043)
Total comprehensive expense
-
-
(293,680)
(293,680)
Balance at 31 December 2024
5,192,602
8,401,588
(17,270,913)
(3,676,723)
Changes in equity
Transactions with owners:
Issue of shares
272
48,728
-
49,000
Total transactions with owners:
272
48,728
-
49,000
Total comprehensive expense
-
-
(334,545)
(334,545)
Balance at 30 June 2025
5,192,874
8,450,316
(17,605,458)
(3,962,268)
Total comprehensive expense
-
-
(269,830)
(269,830)
Balance at 31 December 2025
5,192,874
8,450,316
(17,875,288)
(4,232,098)
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)
Six months ended 31 December 2025
Six months ended 31 December 2024
Year ended 30 June 2025 (audited)
£
£
£
Cash flows from operating activities
Total comprehensive expense for the period
(269,830)
(293,680)
(628,225)
Costs relating to financing facility
-
60,000
120,000
Interest on promissory notes
33,665
32,309
64,214
Tax charge
-
-
8,892
Adjustments for
Decrease/(Increase) in trade and other receivables
54,908
(25,830)
(49,275)
(Decrease)/Increase in trade and other payables
(11,499)
(69,315)
36,328
Net cash used in by operating activities
(192,756)
(296,516)
(448,066)
Cash flows from financing activities
Issue of promissory notes
166,000
216,495
354,495
Net cash generated by financing activities
166,000
216,495
354,495
Decrease in cash and cash equivalents
(26,756)
(80,021)
(93,571)
Cash and cash equivalents at beginning of period
35,738
129,309
129,309
Cash and cash equivalents at end of period
8,982
49,288
35,738
COMPANY STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2025 (unaudited)
Six months ended 31 December 2025
Six months ended 31 December 2024
Year ended 30 June 2025 (audited)
£
£
£
Non-current assets
Investments
1
1
1
Non-current assets
1
1
1
Current Assets
Trade and other receivables
4,397
35,860
59,305
Cash and cash equivalents
8,982
49,288
35,738
13,379
85,148
95,043
Total assets
13,380
85,149
95,044
Equity
Share capital
5,192,874
5,192,602
5,192,874
Share premium
8,450,316
8,401,588
8,450,316
Retained deficit
(17,875,288)
(17,270,913)
(17,605,458)
(4,232,098)
(3,676,723)
(3,962,268)
Current liabilities
Trade and other payables
969,325
806,289
980,824
Loans and borrowings
3,276,153
2,955,583
3,076,488
4,245,478
3,761,872
4,057,312
Total liabilities
4,245,478
3,761,872
4,057,312
Total equity and liabilities
13,380
85,149
95,044
COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 DECEMBER 2025
Share capital £
Share premium £
Retained deficit £
Total equity £
Balance at 1 July 2024
5,192,602
8,401,588
(16,977,233)
(3,383,043)
Total comprehensive expense
-
-
(293,680)
(293,680)
Balance at 31 December 2024
5,192,602
8,401,588
(17,270,913)
(3,676,723)
Changes in equity
Transactions with owners:
Issue of shares
272
48,728
-
49,000
Total transactions with owners:
272
48,728
-
49,000
Total comprehensive expense
-
-
(334,545)
(334,545)
Balance at 30 June 2025
5,192,874
8,450,316
(17,605,458)
(3,962,268)
Total comprehensive expense
-
-
(269,830)
(269,830)
Balance at 31 December 2025
5,192,874
8,450,316
(17,875,288)
(4,232,098)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 31 DECEMBER 2025 (unaudited)
1. Basis of preparation
The Company is registered in England and Wales. The consolidated interim financial statements for the six months ended 31 December 2025 comprise those of the Company and subsidiary.
Statement of compliance
This consolidated interim financial report has been prepared in accordance with the measurement principles of IFRS adopted in the United Kingdom. Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial performance and position of the Company since the last annual consolidated financial statements for the year ended 30 June 2025. This consolidated interim financial report does not include all the information required for full annual financial statements prepared in accordance with International Financial Reporting Standards. The financial statements are unaudited and do not constitute statutory accounts as defined in section 434(3) of the Companies Act 2006.
A copy of the audited annual report for the period ended 30 June 2025 has been delivered to the Registrar of Companies. The auditor's report on these accounts contained a material uncertainty related to the going concern of the Company and did not contain statements under S498(2) or S498(3) of the Companies Act 2006.
This consolidated interim financial report was approved by the Board of Directors on 30 March 2026.
Significant accounting policies
The accounting policies applied by the Company in this consolidated interim financial report are the same as those applied by the Company in its consolidated financial statements for the period ended 30 June 2025.
New and amended standards adopted by the Company
A number of new or amended standards became applicable for the current reporting period. The Company did not have to change its accounting policies or make retrospective adjustments as a result of the adoption of these standards.
Going concern
The Board of Directors has carefully considered the financial position of Iconic Labs regarding the events during the six months ended 31 December 2025 and to the date of issuing this interim financial report and conclude that there still remains a material uncertainty related to the going concern of the Company.
2. Operating segments
The Company's sole asset is Gay Star News ("GSN"), an online media platform dedicated to the LGBTQ+ community. GSN generates no revenue for the Group.
3. Share capital
31 December 2025
30 June 2025
Number
£
Number
£
Allotted, issued and fully paid:
Classified as equity
Ordinary shares of £0.0001 each
13,884,027
1,388
13,884,027
1,388
Deferred shares of £0.0999 each
11,161,483
1,115,032
11,161,483
1,115,032
Deferred shares of £0.00249 each
1,637,129,905
4,076,454
1,637,129,905
4,076,454
Total
1,662,175,415
5,192,874
1,662,175,415
5,192,874
In accordance with the Companies Act 2006, the Company has no limit on its authorised share capital.
4. Trade and other payables
Group
31 December 2025
31 December 2024
30 June 2025 (audited)
£
£
£
Trade payables
693,247
774,056
719,872
Other payables
-
(11,942)
-
Accruals
276,078
44,175
260,952
969,325
806,289
980,824
Company
31 December 2025
31 December 2024
30 June 2025 (audited)
£
£
£
Trade payables
693,247
774,056
719,872
Other payables
-
(11,942)
-
Accruals
276,078
44,175
260,952
969,325
806,289
980,824
Book values approximate to fair values at 31 December 2025 and 30 June 2025.
5. Loans and borrowings
Group
31 December 2025
31 December 2024
30 June 2025 (audited)
£
£
£
Promissory notes
1,250,153
880,583
1,050,488
Convertible loans
2,026,000
2,075,000
2,026,000
3,276,153
2,955,583
3,076,488
Company
31 December 2025
31 December 2024
30 June 2025 (audited)
£
£
£
Promissory notes
1,250,153
880,583
1,050,488
Convertible loans
2,026,000
2,075,000
2,026,000
3,276,153
2,955,583
3,076,488
Promissory notes
The Company issued a further £166,000 of promissory notes to WTGO to fund the working capital requirements. The balance above includes £97,879 (30 June 2025: £64,214) of accrued interest incurred in the period on all promissory notes.
6. Financial instruments
Reconciliation of movement in net cash
Net cash at 1 July 2025
Cash flow
Promissory notes issued in the period
Accrued interest on promissory notes
Loan notes issued in the period
Net cash at 31 December 2025
£
£
£
£
£
£
Cash at bank and in hand
35,738
(26,756)
-
-
8,982
Borrowings
(3,076,488)
-
(166,000)
(33,665)
-
(3,276,153)
Total financial liabilities
(3,040,750)
(26,756)
(166,000)
(33,665)
-
(3,267,171)
7. Loss from Operations
Period ending 31 December 2025
Period ending 31 December 2024
Year ended 30 June 2025 (audited)
£
£
£
The loss for the period is stated after charging:
Auditors' remuneration - audit services
12,000
15,000
24,000
Expenses by Nature:
£
£
£
Legal & audit fees
90,096
79,452
188,903
Consultancy & professional fees
67,525
91,942
42,817
Other supplies and external services
78,544
29,977
323,399
Total operating expenses
236,165
201,371
555,119
Total administrative expense
236,165
201,371
555,119
Interest on promissory notes
33,665
32,309
64,214
Direct costs incurred in connection with financing facilities
-
60,000
-
269,830
293,680
619,333
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