Half-year Results
Iconic Labs PLC reported interim results for the six months ended 31 December 2025, showing a loss of £269,830, an improvement from the £293,680 loss in the prior year period. Total assets decreased significantly to £13,380 from £95,044, while liabilities increased to £4,245,478 from £4,057,312. The company continues to focus on acquiring a suitable target for a reverse takeover, with a minimum market capitalization requirement of £30 million. A material uncertainty exists regarding the company's ability to continue as a going concern, though directors believe preparing financial statements on this basis remains appropriate, supported by an existing investor's intention to provide short-term funding.
| Half year to 31 Dec 2025 | Now | Year before | Change |
|---|---|---|---|
| Net income | (£0.3m) | (£0.3m) | |
| Cash from operations | (£0.2m) | (£0.3m) | |
| Cash | £0.0m | £0.0m | −81.8% |
Figures as reported, converted to £ where needed – see all financials.
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Iconic Labs PLC (LSE: ICON), today announces its unaudited financial results for the six-month period ended 31 December 2025.
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: +44 (0) 20 7469 0930 |
| Yellow Jersey PR Charles Goodwin Annabelle Wills | Tel: +44 (0) 20 3004 9512 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.
| £ | £ | £ | |
|---|---|---|---|
| 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)
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.
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.
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.
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.
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.
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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