28 March 2024

Iconic Labs PLC

("Iconic" or the "Company") 

Interim results for the six months ended 31 December 2023

Iconic Labs PLC (LSE: ICON), today announces its unaudited financial results for the six-month period ended 31 December 2023.

Period Highlights:

§ August 2023, Prospectus published to provide the Company with the ability to issue further Ordinary Shares under the Prospectus Regulation Rules

§ September 2023, 83,256 Ordinary Shares issued to all creditors under the CVA

§ October 2023, Iconic successfully completed and satisfied all conditions of, and consequently exited, the CVA

Post-Period Highlights:

§ January 2024, Appointment of Victor Humberdot and Bela Lendvai-Lintner as Non-executive Directors

§ March 2024, Signed non-binding heads of terms with ITS Holdings 2023 Ltd ("ITS"), the holder of the entire issued share capital of In the Style Fashion Ltd, in connection with potential purchase of ITS

Brad Taylor, Chief Executive Officer of Iconic Labs, commented:

"The Company has made promising progress during the first half of this financial year. Since we successfully undertook our financial restructuring at the end of 2023, we have satisfied the final condition to conclude the CVA and we pivoted our strategy to focus on acquiring a suitable company through a reverse takeover.

"Post-period end, we were pleased to announce the Company had entered into a non-binding head of terms with the owners of ITS Holdings 2023 Ltd, an online fashion retailer, which the Board and I believe meets our strategic objectives of long-term growth and value for our shareholders."

For any further information or enquiries please contact:

CHIEF EXECUTIVE OFFICER'S STATEMENT

I am pleased to present the interim unaudited accounts for the six-month period ended 31 December 2023 for Iconic Labs PLC and its subsidiaries (together, "Iconic" or the "Company").

Over the six-month period ended 31 December 2023 and as part of the requirements for the Company's successful exit from administration and renewed trading on the London Stock Exchange, the Company published a Prospectus on 8 August 2023 to provide the Company with the ability to issue further Ordinary Shares under the Prospectus Regulation Rules as follows: 

(i)      Up to 1,674,130,609 Ordinary Shares to be issued to unsecured creditors under the CVA;

(ii)     Up to 45,045,045,045 Ordinary Shares to be issued to EHGOSF to convert £750,000 in convertible notes, and to Linton Capital to convert £750,000 in convertible notes under the Settlement Deed;

(iii)   Up to 80,180,180,180 Ordinary Shares to be issued to EHGOSF to satisfy £2,670,000 in unconverted drawdowns and certain fees pursuant to the Financing Facility; 

(iv)   Up to 36,038,525,658 Ordinary Shares to be issued to EHGOSF to satisfy the exercise of its Warrants under the Financing Facility; and up to 22,027,027,027 Ordinary Shares to be issued to Ott Ventures s.r.o and/or Ott Ventures USA, Inc. under the Management Services Agreement for outstanding fees as of the date of the prospectus totalling £665,000. As of 31 December 2023, an additional £37,500 was outstanding for Chief Executive Officer and executive compensation for the months of September through December 2023.

Since 30 June 2023, EHGOSF has converted £580,000 of convertibles notes under the Financing Facility resulting in the Company issuing a total of  689,655,172  Ordinary Shares of £0.00001 each and 5,609,526 Ordinary Shares of £0.1 each, post consolidation, to EHGOSF. 

The Company held its Annual General Meeting ("AGM") on 25 August 2023 at which all resolutions were duly passed, including a resolution for the consolidation of the Company's Ordinary Shares on a 10,000 for 1 basis, such that every 10,000 Ordinary Shares of £0.00001 each were consolidated into 1 Ordinary Share of £0.1 each in nominal value. 

Since the publication of the Prospectus and the AGM, the Company was pleased to announce that it had satisfied the final condition to bring the CVA to a successful conclusion when it issued 83,256 Ordinary Shares of £0.1 each to the creditors under the CVA. As of 21 September 2023, all documents concluding the CVA had been filed with, and accepted by, Companies House.   

A further AGM was held on 13 February 2024 at which all the resolutions were duly passed, including a resolution for the sub-division and conversion of each existing Ordinary Share into one new ordinary share of £0.0001 in the capital of the Company (a "New Ordinary Share") and one deferred share of £0.0999 in the capital of the Company (a "Deferred Share") (each such Deferred Share having no voting or dividend rights and effectively being worthless) so that  the nominal value of a New Ordinary Share would be less than the price of a share in the market, therefore allowing the Company to raise funds going forward by issuing further shares, should the Directors elect to do so. 

As set in the August 2023 Prospectus, the Company intended to resume its historical revenue generating offering by identifying companies in the online media, artificial intelligence, and big data gathering, processing and analysis sectors with which it could enter into advisory services contracts. At the time, it was thought that such advisory services could provide the Company with short-term revenues and news flow while it continued to search for a suitable acquisition target.

However, given the limited number of personnel working with the Company, the time commitment needed to properly provide advisory services to prospective clients, and current market conditions, the Company decided  that this short-term strategy was no longer viable. As such it decided to cease this strategy in favour of focusing all of its time, resources, and energy on acquiring a suitable company through a reverse takeover ("RTO") to generate long term growth and value for its shareholders.    

On 29 February 2024, due to a significant share price movement on 28 February 2024 and the suspension of trading in the shares by the FCA, the Company confirmed that it was in discussions regarding a potential acquisition which, should it proceed would constitute an RTO under Listing Rule 5.6. 

On 11 March 2024, the Company confirmed that it had entered into non-binding heads of terms with the owners of ITS Holdings 2023 Ltd, the holder of the entire issued share capital of In the Style Fashion Ltd (the "Target"), an online fashion retailer, in connection with the potential purchase of the entire issued share capital of the Target (the "Transaction"). The proposed Transaction is, inter alia, conditional on the completion of legal and financial due diligence on the Target. If completed, the Transaction would constitute an RTO under the Listing Rules. As the Company was currently unable to provide full disclosure under Listing Rule 5.6 in relation to the Target, suspension of trading would continue until such time as a prospectus was published in relation to the proposed acquisition or the Company announces that the discussions have been terminated.

No binding agreement had been reached at the time of publication of these accounts and, accordingly, the Directors of Iconic cannot guarantee that the proposed Transaction would complete or provide any indication of a likely completion date.

At present, the Company only has one asset, GSN, a platform dedicated to providing media curated for the LGBTQ+ community. The Company's strategic objective regarding GSN is to relaunch it with the aim that it becomes the premier LGBTQ+ platform for news, social media, events, restaurants, travel, and technology information.

GOING CONCERN ASSESSMENT

The Board of Directors has carefully considered the financial position of Iconic regarding the events during the six months ended 31 December 2023, with particular focus on the new Financing Facility with EHGOSF and its obligations under the Settlement Deed. We have concluded that Iconic remains a going concern.

PRINCIPAL RISKS AND UNCERTAINTIES

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

RTO Target Risk

Iconic has identified and announced a target for a proposed RTO, however there is a risk that the RTO will not complete.

Revenue, Profitability and Funding Risk

Iconic currently is not cash-generative and is therefore reliant upon the Financing Facility with EHGOSF for its sole source of working capital.

The Financing Facility is subject to a number of conditions ("Conditions") including in particular:

(a)       The shares of Iconic trade on the Main Market of the London Stock Exchange;

(b)      The closing market price of the Shares for each of the ten consecutive trading days falling immediately prior to the relevant closing date must be at least higher than 150% of the nominal value of Iconic's shares;

(c)     The average daily value traded of Iconic's shares (excluding 5% of the data points from the top and excluding 5% of the data points from the bottom of the data set) for the 20 trading days immediately prior to the applicable closing date must be at least £10,000;

(d)      From the fifth drawdown tranche onwards, Iconic having published a Prospectus;

(e)      No binding commitment has been entered into by Iconic pursuant to which a change of control in Iconic would occur;

(f)        No occurrence that constitutes an event of default having occurred and is continuing;

(g)        The Board having the required authority;

(1) For the allotment and issue of at least 200% of such number of Shares as would be required upon conversion of all outstanding Notes together with the Notes to be issued pursuant to the relevant drawdown notice calculated by dividing the aggregate principal amount of all such Notes by the Closing VWAP as of the date of such drawdown notice; and

(2) To deviate from the Shareholders' pre-emption and/or preferential subscription right (as applicable) with respect to such number of Shares; and

No payment is due by the Company to EHGOSF (or any of its Affiliates) and no delivery of Shares (or certificates evidencing such Shares) resulting from a conversion of Notes or exercise of any Warrants by EHGOSF (or any of its Affiliates) is outstanding.

Iconic maintains a limited amount of cash on its account as it relies entirely at this time on the EHGOSF financing facility to meet its operational expenditures. There currently remains approximately £1.75 million available for drawdown under the Financing Facility. The expected ordinary course cash burn of the business is approximately £125,000 per month for the next 12 months, the substantial majority of which will be spent on RTO expenses.

At present, conditions (b) (c) and (f) have not been met, and it is possible that in the future certain other such conditions may not be met, some of which are outside the control of the Company. It is therefore not currently known when this may happen. To date, EHGOSF has agreed to waive breaches of these conditions, on certain agreed terms. As a result, in the event any such condition is not met, the Company may not be in a position to further drawdown on the Financing Facility. Although the Directors would endeavour to pursue certain options to mitigate the consequence of such breach there is no certainty that any such options could be achieved either in part or at all. In such an event the Company 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, the Company would no longer manage the affairs of the Company 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.

Dilution and Pricing Risk

If EHGOSF exercises its full rights under the Financing Facility for conversion of Loan Notes and Warrants into Shares, this could result in a significant holding in the Company by EHGOSF. However, EHGOSF's strategy is generally to sell shares in the market as soon as practicable following the exercise of such rights and in any event under the Financing Facility, inter alia, EHGOSF cannot hold more than 29.9% of the Company. Accordingly, there is a risk that should the Company seek to drawdown under the Loan Notes and EHGOSF thereafter exercise and sell Shares in significant amounts over a lengthy period, this could have a material negative impact on the price of the Shares.  

Key Executive Risk

Given the wholesale change in the Board of Directors and executive team in January 2024, 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 Bradley Taylor (Chief Executive Officer) is a critical component of the future success of the business.

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 continual uncertainty over the war in Ukraine, the high inflationary environment and the threat of global recession, 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 management's arrival. Following the exit from administration and the entering into of confidential settlement agreements with various parties, the Directors consider that it is unlikely that there are any material unknown liabilities of Iconic, however there is the potential for unknown creditors to emerge which would increase the liabilities of the Company.

Inability to contract with customers on the most favourable terms

The Company enters into contracts with a wide variety of companies, many of whom possess greater negotiating leverage than is currently available to the Company. The Company may be required to tolerate terms which are less favourable than might be anticipated, and which may also be governed by the laws of other jurisdictions, and this could intensify if the number of competitors increases, thereby potentially giving existing or prospective customers more options. Furthermore, if the Company enters into more onerous terms than it would ideally enter into, it may risk not being able to satisfy those terms. Breaching onerous terms or failing to secure the best commercial terms possible could have a material impact on the Company's business revenue, financial condition and profitability.

Access to further capital

Part of the Company's growth strategy is to identify and acquire similar businesses that are of a smaller scale and which are well-priced. In the longer term, the Company is intending to grow the business organically and continue to identify and acquire similar businesses, albeit the Company anticipates such future acquisitions to be of a larger scale than those the Company is looking to make in the near term. The Company's longer term growth strategy may require additional funds in order to respond to business challenges, enhance existing services and complete any future acquisitions.

Accordingly, the Company may need to engage in equity or debt financings to secure additional funds. If the Company raises additional funds through further issues of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities could have rights, preferences, and privileges superior to those of current shareholders. Any debt financing secured by the Company in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, the Company may not be able to obtain additional financing on terms favourable to it, if at all. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it, when required, its ability to continue to support its business growth and to respond to business challenges could be significantly limited or could affect its financial viability

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.

FINANCIAL REVIEW

Iconic made a profit in the 6 month period of £270,131 (2022 - £5,480,355), which is attributable to the reduction in administrative expenses (decreased by £384,503 compared to the same period last year). The decrease is mainly due to the writing back of creditors balances which are no longer due and the creditor settlements under the CVA.

At 31 December 2023, Iconic held total assets of £14,175 (2022 - £92,895). The Group had liabilities of £2,756,504 at the balance sheet date (2022 - £3,551,059), a decrease of £794,555.

Key Performance Indicators

The business is focused on the areas of cash management and operating results.

Iconic has identified the following key performance indicators which the Directors will use to measure success against the business plan:

·    Gross revenue growth

·    EBITDA growth

·    Market value

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 European Union

·    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.