Half-year Report

RNS Number : 9938U

Iconic Labs PLC

31 March 2023

 

ICONIC LABS PLC

UNAUDITED INTERIM REPORT

&

ACCOUNTS

FOR THE SIX-MONTH PERIOD ENDING 31 DECEMBER 2022

		Pages
Company Information		1
Chairman's Statement and Director's report		2
Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity		7 8 9
Consolidated Statement of Cash Flows Company Statement of Financial Position		10 11
Company Statement of Changes in Equity Notes to the Consolidated Financial Statements		12 14

Directors	David Stybr Bradley Taylor Marija Hrebac Emmanuel Blouin (from 20/02/2023)
Company secretary	AMBA Secretaries Limited 400 Thames Valley Park Drive Reading, Berkshire RG6 1PT
Company number	10197256
Registered office	7 Bell Yard London WC2A 2JR
Accountants	Nordens Limited The Retreat 406 Roding Lane South Woodford Green, Essex IG8 8EY
Solicitor	RWK Goodman 69 Carter Lane London EC4V 5EQ
Brokers	Novum Securities Limited 2nd Floor, Lansdowne House 57 Berkeley Square London W1J 6ER
Registrar	SLC Registrars Limited Elder House St Georges Business Park Brooklands Road Weybridge Surrey KT13 0TS

CHAIRMAN'S STATEMENT

FOR THE SIXTH MONTH PERIOD ENDED 31 DECEMBER 2022

I am pleased to present the interim unaudited accounts for the six-month period ended 31 December 2022 for Iconic Labs PLC and its subsidiaries (together, "Iconic "or the "Company"). 

Details surrounding the appointment of joint administrators on 4 June 2021 and suspension of the trading of Iconic's shares on 7 June 2021 can be found in the Audited Annual Report and Accounts for the year ended 30 June 2022.

With the administration still in effect on 1 July 2022, the Company continued (i) negotiating settlements to all outstanding disputes; (ii) finalizing a CVA with the Joint Administrators and the critical, preferential, secured, and unsecured creditors; and (iii) agreeing to financing terms with European High Growth Opportunities Securitization Fund ("EHGOSF") to support the Company upon exiting from administration. This process took until August 2022.

Under the terms of the 23 August 2022 Settlement Deed, the Company had to issue £750,000 in convertible notes ("Notes") to EHGOSF and £750,000 in convertible notes to Linton Capital LLP ("Linton"), which the Company did pursuant to the terms of the Deed of Issuance and Subscription in respect of notes convertible into new shares also dated 23 August 2022 (the "Deed of Issuance").

EHGOSF and Linton were each issued 150 Notes with a nominal value of £5,000 per Note. The Notes have a maturity date that is 18 months from the date of the publication of a prospectus. EHGOSF and Linton can each only convert 15 Notes, or £75,000 in nominal value, per month, for a total of 30 Notes and £150,000 in nominal value per month. The number of shares to be issued pursuant to a conversion notice shall be determined as the nominal value converted divided by the conversion price where the conversion price shall be the higher of (a) the nominal value of the Iconic shares; or (b) 90% of the lowest VWAP of the Iconic shares during the 15 trading days preceding the date of the conversion notice.

During the Creditors' Meeting held on 22 September 2022, the unsecured creditors voted to discount all of their claims against Iconic by 75% and exchange those claims into new shares at a rate of £0.00016/share resulting in the necessity of issuing 1,674,130,609 shares to the unsecured creditors under the CVA. The Company anticipates issuing these shares in the first half of 2023.

On 28 September 2022 Iconic entered into the Financing Facility with EHGOSF. The Financing Facility can be drawn down in up to 14 sequential tranches over a maximum period of 18 months and each Note has a duration of 24 months as from its date of issue. 

Under the Financing Facility, EHGOSF will provide Iconic with up to £3 million by subscribing for up to 3,000 Notes, each with a par value of £1,000, convertible into new ordinary shares in the Company, with Warrants attached.

For the period ended 31 December 2022, Iconic had drawn down a total of £550,000 in three tranches under the Financing Facility (minus £30,000 from the first tranche of £250,000 for fees to EHGOSF) and issued a corresponding 550 Notes along with warrants.

The funds that the Company drew down from EHGOSF were used to meet its obligations under the CVA as well as pay operational expenses.

On 21 October 2022, the first payments due to critical and preferential creditors under the CVA were paid as scheduled. In addition, on the same day, the challenge period to the CVA expired without any challenges having been made. As such, the CVA was final, and the Joint Administrators submitted the requisite filings with Companies House to this effect.

On 29 October 2022, the second payments due to critical and preferential creditors under the CVA were made as scheduled.

On 8 November 2022, the Joint Administrators submitted their Final Report to Companies House and the High Court of Justice, Business & Property Courts seeking to exit the administration and return control of the Company to the Directors.

On 28 November, the third payments due to critical and preferential creditors under the CVA were made as scheduled.

On 29 November, Companies House and the High Court of Justice, Business & Property Courts confirmed and acknowledged the Joint Administrators' Final Report such that the administration ended, and control of the Company was returned to the Directors. 

On 28 December 2022, the fourth payments due to critical and preferential creditors under the CVA were made as scheduled.

Post period end

Following, inter alia, the publication of the Company's Audited Annual Report & Accounts for the years ended 30 June 2021 and 30 June 2022, the suspension of the listing in the Company's shares was lifted on 24 January 2023 and trading resumed on the main market of the London Stock Exchange. 

Between 1 January 2023 and 31 March 2023, the Company has drawn down an additional £300,000 in two tranches under the Financing Facility and issued a corresponding 300 Notes along with warrants.

Since trading has resumed, EHGOSF has converted £450,000 of Notes under the Financing Facility resulting in the Company issuing a total of 5,701,668,621 new shares to EHGOSF, or 15.24% of the shares issued and outstanding when the Company resumed trading. In addition, the Company has also issued 3,458,946,078 warrants to EHGO.

On 28 January, the fifth payments due under the CVA were made as scheduled, on 28 February 2023, the sixth payments due under the CVA were made as scheduled, and final payments of £65,000 shall be made in April at which time the Company can begin the process of issuing as scheduled. A final payment of £15,000 is due under the CVA on 28 April 2023 at which time the Company can begin the process of issuing the 1,674,130,609 shares to the unsecured creditors thereby meeting all its obligations under the CVA, and the CVA will then be closed. 

Going Concern Assessment

The Board of Directors has carefully considered the financial position of Iconic Labs regarding the events during the six months ended 31 December 2022, with particular focus on the new Financing Facility with EHGOSF, its obligations under the Settlement Deed, and its obligations under the CVA. We have concluded that Iconic Labs remains a going concern .

PRINCIPAL RISKS AND UNCERTAINTIES FOR THE SIX-MONTH PERIOD

FROM 1 JANUARY 2023 TO 30 JUNE 2023

The following risks are considered by the Board to be the most significant to the business:

Revenue and Profitability Risk

Iconic has only recently exited administration and remains at an early stage of development with only one asset, GSN. Since the balance sheet date, it has had to rebalance all previous activities and is focusing on compliance with the terms of the CVA. 

Company Voluntary Arrangement Risk

While Iconic has exited administration, it continues to have payment obligations under the CVA that it needs to make and also must issue shares to the unsecured creditors. In the event the Company's trading is suspended, then there is a risk that EHGOSF will cease financing, the Company will be unable to meet its payment obligations under the CVA, and the Company would have to examine alternative financing strategies or undergo liquidation proceedings should it not be able to comply with its financial obligations under the CVA.

There is also a risk that Iconic will not be able to publish a prospectus such that it will be able to issue the requisite shares to unsecured creditors under the CVA. 

Key Executive Risk

Given the wholesale change in the Board of Directors and executive team in February and March of 2021, coupled with the complexity of the restructuring, administration, CVA, and relisting processes, there is a risk of Iconic not being able to retain key executives, which could adversely affect Iconic's operating and financial performance.

Retaining and motivating key executives, particularly those who worked diligently with the Joint Administrators, EHGOSF, and the various parties involved in disputes with the Company, to successfully restructure Iconic is a critical component of the future success of the business. Without the participation of these key executives, it is highly unlikely that the execution of the CVA, continued trading of the Company's shares, financing with EHGOSF, and implementation of its strategic vision will be implemented. The departure of any of Iconic's executive officers would have a significant negative impact on its operations and likely result in the liquidation of Iconic.

Funding Risk

Iconic is at an early stage of development, with only a single asset, and is not currently profitable. While Iconic has entered into a £3million financing facility with EHGOSF there are numerous conditions to the financing that if not met will result in EHGOSF suspending or terminating its financing of the Company. In the short term, the highest risk affecting this financing from EHGOSF is getting a prospectus published. In the event the prospectus cannot be published, the likelihood of future financing from EHGSOF or any other financing partner will be difficult if not impossible. 

Market Risk

The online media and publishing, technology, artificial intelligence, and data gathering, processing, and analytics sectors are continually changing and have a significant amount of competition. Iconic has identified various acquisition targets, but until such time as the prospectus is published, the CVA obligations are met, and Iconic's financing situation can correspondingly be solidified, it is difficult to predict the likelihood of these acquisition targets remaining interested. Until such time, Iconic will also be materially affected by the actions of competitors, partners and suppliers. As a Company at an early stage of development, Iconic's competitors could offer superior scale and put pressure on prices which could affect Iconic's revenues and profit margins.

Global Economic Risk

The online media and publishing, technology, artificial intelligence, and data gathering, processing, and analytics sectors are susceptible to adverse developments in the global economy and particularly the UK economy where Iconic is located. The continued uncertainty over Brexit and risk of COVID resurging, for example, may continue to delay spending by potential clients which may have a negative effect on the demand for services which could affect Iconic's revenues.

Potential Unrecorded Legacy Liabilities

As evidenced by the administration and disputes involving various key parties, there were significant legacy issues that predated the new management's arrival when they took control of the business. Following the exit from administration and the entering into of confidential settlement agreements with various parties, it is highly unlikely that there are any material unknown liabilities of Iconic.

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 internal departments, external advisors and regulators. Iconic's policies on financial instruments and the risks pertaining to those instruments are set out in the accounting policies in note 1 of the financial statements.

CHAIRMAN'S STATEMENT AND DIRECTORS' REPORT

The directors present their report together with the unaudited interim financial statements of Iconic Labs PLC and its subsidiaries for the period ending 31 December 2022. 

Directors

The Directors as of 31 December 2022 were:

Brad Taylor

David Stybr

Marija Hrebac

Directors' Responsibilities

The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period.  Under that law, the directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted by the United Kingdom.  The financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the Group's results for that period. 

In preparing these financial statements, the directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and estimates that are reasonable and prudent;

· state whether the financial statements comply with IFRS as adopted by the United Kingdom; and

· prepare the financial statements on the going-concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Bradley Taylor

On behalf of the Board

Date 31th of March 2023

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDING 31 DEC 2022

				Notes	Period ending 31 Dec 2022 £		Year ended 30 June 2022 £
Continuing operations
Revenue					-		26,823
Gross profit					-		26,823
Administrative expenses				6	(658,969)		(203,930)
Direct costs in connection with EHGOF financing facility					-		(585,000)
Creditors write off					6,139,324		-
Operating profit					5,480,355		(762,107)
Finance costs					-		-
Profit before taxation					5,480,355		(762,107)
Taxation					-		-
Profit for the period from continuing operations					5,480,355		(762,107)
Profit for the period from discontinued operations					-		-
Profit for the period					5,480,355		(762,107)
Total comprehensive Profit for the period					5,480,355		(762,107)
Profit per ordinary share
Basic and diluted -  from continuing operations -  from discontinued operations  (please calculate)					(0.00) (0.00)		(0.00) (0.00)
The loss for the year and total comprehensive loss for the year are wholly attributable to the equity holders of the parent.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT PERIOD ENDING 31 DEC 2022								Period ending 31 Dec 2022 £		30 June 2022 £
						Notes
Assets Non-current assets
Intangible assets								1		1
Total non-current assets								1		1
Current Assets
Trade and other receivables								-		-
Cash and cash equivalents								92,894		5
								92,894		5
Total assets								92,895		6
Equity
Share capital						3		4,450,506		4,450,506
Share premium								7,900,778		7,900,778
Retained deficit								(15,809,449)		(21,289,804)
								(3,458,165)		(8,938,520)
Liabilities
Current liabilities
Trade and other payables						4		2,051,059		6,523,526
Loans and borrowings								1,500,000		2,415,000
Provisions								-		-
								3,551,059		8,938,526
Total liabilities								3,551,059		8,938,526
Total equity and liabilities								92,895		6

The financial statements of Iconic Labs plc were approved by the Board and authorised for issue on 31th of March 2023.  They were signed on its behalf by:

…

Bradley Taylor

Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDING 31 DECEMBER 2022	Share capital £	Share premium £	Retained deficit £	Total Equity £
Balance at 30 June 2022	4,450,506	7,900,778	(21,289,804)	(8,938,520)
Loss for the year	-	-	5,480,355	5,480,355
Total comprehensive loss for the year	-	-	5,480,355	5,480,355
Transactions with owners:
Balance at 31 December 2022	4,450,506	7,900,778	( 15,809,449 )	(3,458,165)

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDING 31 DECEMBER 2022

						Notes			Year ended 31 December 2022 £			Year ended 30 June 2022 £
Cash flows from operating activities
Total comprehensive gain/(loss) for the period Prior year adjustments									5,480,355			(762,107)
Loss from discontinued operations									-			-
Loss from sale of tangible assets									-			-
Depreciation									-			-
Finance costs									-			-
									5,480,355			(762,107)
Decrease/(increase) in trade and other receivables									-			103,126
(Decrease)/increase in trade and other payables (Decrease)/increase in provisions									(4,992,466)			642,057   (34,000)
Operating cash flows used by continuing activities									487,889			(50,924)
Operating cash flows generated from/(used by) discontinued operations										-		-
Net cash used in operating activities										487,889		(50,924)
Cash flows from financing activities
Interest paid										-		-
Repayment of leases										-		-
Repayment of loans and borrowings										(915,000)		-
Issue of share capital										-		-
Cost of issuing share capital										-		-
Issue of loans										520,000		-
Financing cash flows from continuing activities										(395,000)		-
Financing cash flows used by discontinued operations										-		-
Net cash flows from financing activities										(395,000)		-
Net increase/(decrease) in cash and cash equivalents										92,889		(50,924)
Cash and cash equivalents at beginning of period										5		50,929
Cash and cash equivalents at period end										92,894		5

COMPANY STATEMENT OF FINANCIAL POSITION FOR THE PERIOD ENDING 31 DECEMBER 2022			Notes		Period ending 31 Dec 2022 £		30 June 2022 £
Non-current assets
Intangible Assets					1		1
Investments					2		2
Non-current assets					3		3
Current assets
Trade and other receivables					-		-
Cash and cash equivalents					92,894		-
					92,894		-
Total assets					92,897		3
Equity
Share capital			3		4,450,506		4,450,506
Share premium					7,900,778		7,900,778
Retained deficit					(15,809,449)		(21,289,344)
					(3,458,165)		(8,938,059)
Current liabilities
Trade and other payables			4		2,051,062		6,523,062
Loans and borrowings					1,500,000		2,415,000
					3,551,062		8,938,062
Total liabilities					3,551,062		8,938,062
Total equity and liabilities					92,897		3

The financial statements of Iconic Labs plc, company number 10197256, were approved by the Board and authorised for issue on 31th of March 2023. They were signed on its behalf by:

…

Bradley Taylor

Director

COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDING 31 DECEMBER 2022	Share capital £	Share premium £	Retained deficit £	Total Equity £
Balance at 30 June 2022	4,450,506	7,900,778	(21,289,344)	(8,938,060)
Loss for the year	-	-	5,479,895	5,479,895
Total comprehensive loss for the year	-	-	5,479,895	5,479,895
Transactions with owners:
Balance at 31 December 2022	4,450,506	7,900,778	(15,809,449 )	(3,458,165)

	Page 12

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDING 31 DECEMBER 2022

1.  Basis of preparation

The Company is registered in England and Wales. The consolidated interim financial statements for the six months ended 31 December 2022 comprise those of the Company and subsidiaries.

Statement of compliance

This consolidated interim financial report has been prepared in accordance with the measurement principles of IFRS adopted in the EU. 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 period ended 30 June 2022. 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 2022 has been delivered to the Registrar of Companies. The auditor's report on these accounts was unqualified 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 2023.

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 2022.

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 2022, with particular focus on the continuation in management and leadership as well as the economic and social effects of the current Covid-19 pandemic. We have concluded that as a result of the new financing facility in place with EHGOSF as well as substantial discussions with EHGOSF to secure a long-term financing facility, Iconic Labs remains a going concern.

2.  Operating segments

The Company's sole asset is Gay Star News ("GSN"), an online media platform dedicated to the LGBTQ+ community. The Company is continuing to develop GSN with strategic partners.

Iconic operates in the online social media and publishing sectors and to complement its existing asset, is seeking acquisition targets in the technology, artificial intelligence, and big data gathering, processing and analytics sectors.

ICONIC LABS PLC NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDING 31 DECEMBER 2022

 

3.  Share Capital

	31 Dec 2022		30 June 2022
	Number	£	Number	£
Authorised, allotted and fully paid - classified as equity
Ordinary shares of £0.00001 each	37,405,248,039	374,052	37,405,248,039	374,052
Deferred shares of £0.00249 each	1,637,129,905	4,076,454	1,637,129,905	4,076,454
Total	39,042,370,944	4,450,506	39,042,377,944	4,450,506

At 30 June 2022 and 31 December 2022, the company had 37,405,248,039 Ordinary shares of £0.00001 in issue.

In accordance with the Companies Act 2006, the company has no limit on its authorised share capital.

Pursuant to a resolution passed on 16 June 2016, the Company resolved that:

· The directors be generally authorised in accordance with the Articles to exercise all powers of the company to allot Ordinary shares, or grant rights to subscribe for, or convert any security into Ordinary shares, up to a maximum aggregate nominal value of £500,000, provided always that such authority conferred on the directors shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require Ordinary shares to be allotted pursuant to the resolution referred to in paragraph 3.6.1 of the listing prospectus before the expiry of their authority to do so, but allot the Ordinary shares pursuant to any such offer or agreement after that expiry date.

· All pre-emption rights in the Articles to be waived; (i) for the purposes of, or in connection with, the Placing, the issue of the Conversion shares and the issue of the Warrant shares; (ii) generally for such purposes as the directors may think fit (including the allotment of equity securities for cash) up to a maximum aggregate amount of £40,543.54; and (iii) for the purposes of the issue of securities offered (by way of a rights issue, open offer or otherwise) to existing holders of Ordinary share, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient; (A) to deal with the equity securities representing fractional entitlements; and (B) to deal with legal or practical problems in the laws of any territory, or the requirements of any regulatory body; on the basis that the authorities conferred under the resolution referred to in paragraph 3.6.2 of the listing prospectus shall (unless previously renewed, varied or revoked prior to that time) expire at the conclusion of the company's next annual general meeting or on the date falling 18 months after the date of the passing of the resolution, whichever is the sooner. The company may make an offer or agreement which would or might require equity securities to be issued before the expiry of its power to do so, but allot the equity securities pursuant to any such offer or agreement after that expiry date.

Page 14

4.  Trade and other payables

Group

		31 Dec 2022 £	30 June 2022 £
Trade payables		1,531,059	809,844
Other payables		-	5,574,562
Accruals		-	139,120
EHGOF Loan payable		520,000	-
Total		2,051,059	6,523,526

Book values approximate to fair values at 31 December 2022 and 30 June 2022.

Company

		31 Dec 2022 £	30 June 2022 £
Trade payables		1,531,059	809,380
Other payables		-	5,574,562
Accruals		-	139,120
EHGOF Loan payable		520,000	-
		2,051,059	6,523,062

Book values approximate to fair values at 31 December 2022 and 30 June 2022.

Included within liabilities are £1,071,444 of unsecured creditors which are under CVA proceedings. These are settled in common shares of Iconic Labs in the ration of 1:0.25. This denotes that 1GBP of liability is settled with 0.25GBP value in shares on 0.00016GBP per share value. These settlements will be proceeded one the company pays all secured creditors during 2Q 2023.

Page 15

5.  Financial instruments

Reconciliation of movement in net cash

	Net cash at 01 July 2022	Cash flow	Loan notes issued in the  period	Loan notes converted in the period	Reduction of borrowings (continuing activities)	Net cash at 31 December 2022
	£	£	£	£	£	£
Cash at bank and in hand	5	92,889	-	-	-	92,894
Borrowings	(2,415,000)	-	-	-	915,000	(1,500,000)
Total financial liabilities	(2,414,995)	92,889	-	-	915,000	(1,407,106)

Page 16

6.  (Profit)/Loss from Operations

	Period ending 31 Dec 2022 £	Year ended 30 June 2022 £
The (profit)/loss for the period is stated after charging:
Depreciation	-	-
Auditors remuneration - audit services	58,725	50,000

Expenses by nature:	£	£
Legal & audit fees Financial Advisory	72,953 7,500	(7,102)
Consultancy & professional fees	515,000	255,254
Other supplies and external services Creditor's write off	5,251 (6,139,324)	86,027
	-	-
Total operating expenses	(5,479,895)	334,179
Depreciation, amortisation and impairment of assets Writing down of subsidiary undertakings	- -	- (130,249)
Total administrative expenses	(5,479,895)	203,930
Direct costs incurred in connection with EHGOF financing facility	-	585,000
Other penalties	-	-
	(5,479,895)	788,930

Page 17

 

END

 

 

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