REG - Iconic Labs PLC - Interim Results
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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 via Yellow Jersey PR
John Farquharson, Chief Executive Officer
AlbR Capital Limited Tel: +44 (0) 20 7469 0930
David Coffman / Daniel Harris
Yellow Jersey PR Tel: +44 (0) 20 3004 9512
Charles Goodwin
Annabelle Wills iconic@yellowjerseypr.com (mailto:iconic@yellowjerseypr.com)
CHIEF EXECUTIVE OFFICER'S STATEMENT
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 Six months ended 31 December Year ended 30 June 2025 (audited)
2025 2024
£ £ £
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 Share premium Retained deficit Total
capital £ £ 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 Six months ended 31 December 2024 Year ended 30 June 2025 (audited)
2025
£ £ £
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 Share premium Retained deficit Total
capital £ £ 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
Loan notes issued in the period
Promissory notes issued in the period Accrued interest on promissory notes Net cash
Net cash at 1 July 2025 at 31 December 2025
Cash flow
£ £ £ £ £ £
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 Period ending 31 December 2024 Year ended 30 June
ending 31 December 2025 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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