Interim Results

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	Tel: [phone]
Yellow Jersey PR Charles Goodwin Annabelle Wills	Tel: [phone] [e-mail]

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 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

 

END