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ICONIC LABS PLC — Annual Report 2020
Dec 10, 2020
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RNS Number : 1413I
Iconic Labs PLC
10 December 2020
Iconic Labs Plc ("Iconic Labs" or the "Company") Full Year Results 2020
Iconic Labs Plc (LSE:ICON), a multi-divisional new media and technology business, today announces its audited financial results for the year ended 30 June 2020. Copies of the Report and Accounts for the year ended 30 June 2020 are available to view on the Company's website www.iconiclabs.co.uk.
Chief Executive and Interim Chairman's Report
I am pleased to introduce the audited accounts for the twelve months to 30 June 2020. This is the final set of accounts which covers both the shutting down of the old Widecells business as well as setting the operational platform from which we have built the Iconic Labs business. During this period, the core building blocks of the Company's new media and technology business were put in place, albeit it is only in the period since the balance sheet date that the commercial results have begun to accelerate.
More specifically, the Company was able to build upon the acquisition of GSN with a contract to manage TheLondonEconomic, which is a successful digital newspaper with a very high reach into a key young, affluent, urban demographic. However, the most significant event occurred after the balance sheet date with the contract to manage the JOE and Her Media businesses, under a contract now worth a minimum of £125,000 per month plus a 25% share of profits after certain revenue and profitability targets are met. With the more recent management contract for Lovin Media, not only is the Company is close to being profitable on an operational basis but the sheer scale and reach of JOE and Her makes it the perfect foundation stone upon which to grow.
The owned and operated properties of GSN, TLE and, JOE and Her are all examples of the company's strategy of identifying websites and digital brands that have a valuable audience and brand but have yet to fully monetise that potential. Since taking over the management of JOE the Company has not only secured several major sponsorship contracts but has increased programmatic advertising revenue by 300%. The company has also significantly increased revenues at TLE, with programmatic advertising revenue more than doubling in recent months. The company believes that this model is scalable and believes there are considerable further digital media brands that fit the profile of strong brands that would benefit from the increased revenues that Iconic Labs can facilitate.
Finally, importantly, the Company was fully aware of members views of the convertible facility with European High Growth Opportunities Securitization Fund (EHGOSF) that we had in place as at the balance sheet date. The company had previously had a facility with EHGOSF prior to the current board's involvement and it had been a long term strategy and ambition to replace it when the Company was able to do so. That facility has been terminated post year-end and the Company is now funded by the conventional routes of equity, debt and revenues.
It is also unfortunate but important that we continue to recognise and take account of the current Coronavirus Covid-19 pandemic. It has had an effect on some branded contract delays and cancellations in Q2 2020, particularly amongst live events and travel clients, but more broadly the plans we have had for each managed or owned company have been at least in line with expectations. More generally, however, as more people spend time at home the Group remains confident that it will see a long term increase in demand for its online publishing content. The Group believes that many content and technological trends may accelerate as a result, and the Group aims to be best positioned to benefit from the long term.
Finally, we hope that all of you and your families continue to stay safe during this period and our thoughts go out to all of those who are suffering hardship or have lost family members and loved ones.
Strategic Report
INTRODUCTION
This is the fourth set of financial statements prepared by the Group. The Strategic Report should also be read in conjunction with the Chief Executive and Interim Chairman's statement which is included within the Annual Report. During the previous year the Group evolved from a stem cell and prospective insurance intermediary called Widecells Group PLC into a media and technology Group, and was renamed Iconic Labs PLC.
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
Iconic Labs is a media and technology business focused on providing online marketing, content and technology driven products. The Company's principal activity within this sector is in digital and social media publishing. The Company owns certain publishers, such as GSN, and manages other publishers, such as TheLondonEconomic, JOE and Her and Lovin' Media, through management services contracts ("MSCs"). These MSCs provide for the payment of a fixed monthly management fee together with a percentage of the profits. For example, the MSC in respect of JOE and Her provides for a £125,000 monthly management fee plus external costs together with a 25% share of the profits after certain revenue and profitability targets are met.
There are advantages to both owned and managed assets. With owned assets the Company seeks to build asset value as well as income, whereas with managed assets the Company does not have an up-front capital cost and can also access assets whose open market price exceeds the amount that the Company can afford. With respect to both owned and managed assets, the Company seeks to use the skills and experience of the management team to increase revenues and profits by increasing both programmatic advertising revenues and sponsorship or branded content revenues. In conjunction with increasing revenues, by centralising core functions and then applying them across all of the assets, costs can be set against larger revenues thereby increasing profits.
PRINCIPAL RISKS AND UNCERTAINTIES
The following risks are considered by the Board to be the most significant risks to the business:
-
The Group cannot be certain that it will achieve and sustain revenues and profitability
The Company is still at an early stage of development. Since the balance sheet date, there has been a significant increase in revenues. However, were revenues to decline then it would have an immediate adverse effect on the Company's business, operating results and financial condition. The business has a flexible cost base and will be able to introduce identified cost savings to mitigate this but it remains an inherent risk of a business at this stage of development. -
Dependence on a key contract
At this stage, the revenues from the JOE and Her MSC comprise a significant majority of the Company's revenues and the loss of this contract would materially adversely affect the business. However, the MSC entered into with Greencastle has an initial term of one year which rolls over automatically unless both parties agree to terminate. The effect of this is that the consent of the Company is required to terminate the agreement, thereby significantly mitigating this risk. There are only limited other grounds for termination, such as Greencastle's sole right to be able to terminate the MSC on one weeks' notice in the event that: (i) two or more of Liam Harrington, John Quinlan and/or Sam Asante cease to be directors of the Company; or (ii) more than three other directors are appointed; or (iii) the existing executive directors cease to exercise day to day management of the Company. As at the date of these accounts, no such events have occurred and the MSCs remain in place and are continued to be carried out in accordance with their terms in the ordinary course of business. However, should any such events transpire in the future then it is possible that Greencastle may exercise its right to terminate the MSCs by serving such notice. -
Employee Risk
Failure to retain key executives could adversely affect the Group's operating and financial performance. Retaining and motivating key executives is a critical component of the future success of the business. The company has a total of seven employees and the departure of any of the company's very small number of executive officers or other key employees could have a significant negative impact on its operations. The ex-UNILAD team are one of biggest strengths of the business and the performance of the company depends, to a significant extent, upon their abilities and continued efforts as its senior management. The loss of the services of any of the key management personnel will adversely affect the Group's ability to maintain or improve its operating and financial performance. -
Funding Risk
The company is at an early stage of development and is not currently profitable. Despite strong confidence in its business plan and forecasts, the Directors recognise there is a risk that it may require more funding but not be able to find agreement with a funding partner. The Directors have sought to mitigate this risk by identifying a number of options for funding, including both equity and debt. -
Market risk
The digital media and advertising industry is continually changing and has a significant amount of competition. The company believes that it has a strong and competitive business strategy but the operational and financial results of the company could be materially affected by the actions of competitors, partners and suppliers. The company competes with a large number of people as the business spans several sectors, notably digital publishing and advertising. As a company at an early stage of development the company's competitors could offer superior scale and put pressure on prices which could affect the Company's revenues and profit margins.# Global Economic Risk
The advertising industry is susceptible to adverse developments in the global economy and particularly the UK economy where the company operates. The continual uncertainty over Brexit, for example, may continue to delay advertising spending by potential clients which may have a negative effect on the demand for services or the delay of campaigns which could affect the revenues of the company.
Potential Unrecorded Legacy Liabilities
There were significant legacy issues, some of which were not known to the new management upon taking control of the business. A review of the true creditor position of the company was taken along with an assessment made of how to restructure the company's debts and its subsidiaries. There were and are a number of subsidiaries that had incurred significant debts under the old business. The management negotiated with creditors to substantially reduce the debt position of PLC.
The directors believe it is highly unlikely that there are any material unknown liabilities of Iconic Labs Plc. In making this statement, the directors have placed particular reliance on the public announcement prior to the commencement of the Iconic Labs business that the company had been recapitalised. This prompted a considerable number of creditors to come forward and the directors consider it unlikely that any material creditor would not have sought repayment at that stage.
In addition, the directors worked with the former Widecells Finance Controller to conduct a forensic exercise to assess and list all potential liabilities arising from the former business activity. This process was carried out was extremely thorough, took place over several months and involved the senior management team. The Group has received legal and professional advice at every stage and, whilst there is a risk of unrecorded liabilities, the Board is fully confident that it is in control of the liabilities and any processes required to manage them.
The current status of the old Widecells subsidiaries is as follows:
- Widecells Limited - Has entered liquidation process; Antony Batty and Co appointed liquidator
- WideAcademy - Dormant
- Widecells Espana - Has entered liquidation process. DIRECTORSHIP CIBELES, SL, a subsidiary of Gestiona-t, appointed liquidator.
- Widecells Portugal - Following the decision to cease operations and in the absence of local directors the UK Board have been taking legal advice and are in the process of instructing a local liquidator to formalise the cessation of this company and discharge any identified obligations.
- Cellplan Limited - Shareholder of Cellplan International LDA. Dormant
- Widecells International Limited - Holding Company
Financial Risk Management
The Board monitors the internal risk management function across the Group and advises on all relevant risk issues. There is regular communication with internal departments, external advisors and regulators. The Group's policies on financial instruments and the risks pertaining to those instruments are set out in the accounting policies in note 1.
FINANCIAL REVIEW - LEGACY STEM CELL AND PROSPECTIVE INSURANCE BUSINESS
During the period, the stem cell and insurance business earned income of ₤nil (2019 - ₤21,081). However a number of potential liabilities included in the 2019 financial period have been realised, leading to a write back of administrative expenses totalling ₤450,062 in the 2020 financial year (2019 - ₤3,472,771 administrative expense were incurred) and impairment of non-current assets of ₤nil (2019 - ₤629,616).
The overall impact of the legacy business on the Group's results for the year is a profit on discontinued activities of ₤450,062 (2019 - ₤4,113,879) and an increased finance cost relating to conversion penalties and make whole settlements of ₤349,380 (2019 - ₤1,814,563).
FINANCIAL REVIEW - MEDIA AND TECHNOLOGY BUSINESS
In March 2019, the media and technology business was launched. As the launch took place only a few months prior to the end of the prior financial period, no revenues arose relating to this business prior to 30 June 2019. Revenues and other operating income generated in the current financial year totalled ₤132,303.
Since the balance sheet date, the Company has entered into several further management service contracts, most notably in respect of JOE and Her Media. These have now increased base monthly recurring revenues to ₤125,000.
The administration expenses relating to the media and technology business totalled ₤2,357,366 (2019 - ₤327,902) in the year. However, within those administration expenses there are approximately ₤1,000,000 of expenses relating to the financing arrangements for the Company and legal and professional fees. Actual operating expenses were therefore approximately ₤1,600,000. Further the largest element of that sum was salaries, and the number includes more than ₤200,000 of salaries, fees and expenses due to senior employees and directors that have been accrued but are unpaid.
The directors and senior employees have since the balance sheet date continued to defer part of their salaries, fees and expenses. The Company hopes that with increased revenues and the recent refinancing of the Company that it may be able to resume full salary payments early in 2021.
The overall loss attributable to the new business for the period totalled ₤2,840,183 (2019 - ₤2,146,515). The loss includes a redemption penalty of ₤349,380 (2019 - ₤1,814,563) on convertible loan notes and make whole settlements.
At the balance sheet date, the Group had assets totalling ₤360,722 (2019 - ₤38,612) and liabilities totalling ₤3,473,388 (2019 - ₤1,855,725).
Key Performance Indicators:
The business is focused on the areas of cash management and operating results. The Company has identified the following key performance indicators which the directors will use to measure success against the business plan:
- Gross revenue growth
- EBITDA growth
- GP%
- % Client retention
- Publisher network (% audience size growth)
- Publisher page views (% growth)
FUTURE DEVELOPMENT AND STRATEGY
Market Trends
The directors believe that years of sustained technological innovation across the globe has fundamentally changed consumer buying habits; the way they interact with each other; and the way they consume content. This sets the scene for a fundamentally changed market; not only for content producers and publishers; commerce and advertisers; but for all. This change has been driven by, and capitalised upon, by key technological companies, primarily focused on online advertising and other internet related services, software and hardware but have a much wider reaching impact on our everyday lives. Google, Facebook, Amazon, Apple, Microsoft, Samsung, Snapchat, Netflix & Tencent are the notable companies in the space, at present, with entire business ecosystems reliant on their services and key influence and impact in policy and regulation at the highest level.
Digital Publishing
The demand for online content and entertainment services is increasing with people spending more time online and consuming more content than ever before. Social media usage across the UK continues to increase, alongside overall internet use which has doubled in the last 10 years from 12 hours a week in 2007 to 24 hours a week in 2017. Despite sizeable and staunch audiences it is clear traditional content creators have failed to adapt to the technological changes and effectively monetise on digital distribution channels and platforms. Social Media platforms such as Facebook and Twitter have transformed the way content in particular news is discovered, disseminated, and digested. In this new era a key component in building an engaged audience and effectively monetising it, is understanding and navigating the ever-changing social media landscape.
Advertising
As audiences continue to shift online, so too does advertising revenue, as the WARC Expenditure report states, "at ₤13.4 billion in 2018, it now accounts for 57% of the UK's total advertising expenditure of ₤23.6 billion." Behind search, the largest slice of online advertising is display advertising, and an increasing amount is spent on social media, with spend on social platforms increasing more than three-fold from ₤861m in 2015 to ₤3 billion in 2018.
Company Strategy
The directors believe that there is a huge opportunity in the publishing and advertising market because of technological and structural changes. The directors consider a staged roll-out of complementary divisions that work together and as standalone propositions will allow the Company to take advantage of a number of industry trends with the scale to service the biggest clients but also the flexibility to work with a variety of partners in the industry. The directors believe the planned structure of Iconic labs is an example of a new operating model of that will be highly desirable to partners and clients, and critical to establishing a successful modern media company.
Online Media Brands and Complimentary Agency and Consultancy Services
The first phase of the company's strategy has been launching the agency and consultancy offering. This was formally launched in the early 2020 and has achieved a very promising reception. This is a product that involves a consulting approach to advise clients on their businesses but also with the agency capabilities to actually deliver campaigns and creative services in line with a client's needs. The directors believe that the Company's consultancy offering brings a unique benefit to clients due to the company's access to the data, audience and the content capabilities of the Groups' online media brands.# Additional Business Divisions
The directors will look to add in additional business divisions and revenue streams over time:
- E commerce: Work in collaboration with online media brands division and utilise the feedback loops to inform production and sale of consumer products
- Content Studio: Create original video formats that are piloted on social media and further developed for viewing on TV and platforms such as Netflix
- Content Licensing: License User Generated Content ('UGC') created by users who have posted it to social media and resell brands, & production houses internationally
- Tech Product Development: Use insights gained from owned and operated media audiences to drive development of innovative & forward-thinking products
GOING CONCERN
The board's assessment of going concern and the key considerations thereto are set out in the Corporate Governance Report in the Accounts.
CAPITAL STRUCTURE
Details of the ordinary shares of the Company are shown in note 14. The Company has a class of ordinary shares of £0.00001 per share and a class of deferred shares of £0.00249 per share, both of which carry no fixed income. Each holder of ordinary shares is entitled to receive the Group's Annual Report and audited financial statements, to attend and speak or appoint proxies and to exercise voting rights at the general meetings of the Company. The Company's Articles of Association (the 'Articles') do not have any specific restrictions on the transfer of shares, restrictions on voting rights nor are there limitations on the holding of such shares. The Board are not aware of any agreement between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights. No person has any special rights of control over the Company's share capital and all issued shares are fully paid. The appointment and replacement of directors and the powers of the directors are governed by the Articles, the UK Corporate Governance Code, the Companies Act 2006 and related legislation. The powers of the directors are described in the Corporate Governance Report on pages 10 to 16 of the Accounts.
ENVIRONMENTAL ISSUES
As far as the directors are aware the Company's business activates not cause a direct and disproportionate adverse effect on the environment.
EMPLOYEE MATTERS
The current business is model is dependent on the current employees skills and although the directors believe this will decrease over time the Company uses all reasonable endeavours to keep the employees safe, incentivised and motivated. As of 30 June 2020 the Company had 6 FTE's of whom 5 were male and 1 female. There were 3 male and 1 female senior members of the Board.
Social, community and human rights issues
The Group seeks to achieve the highest ethical standards and behaviours in conducting its business, with integrity, openness, diversity and inclusiveness being high priority from the Board to senior management and throughout the workforce. We have adopted a formal equal opportunities policy which is contained in our employee handbook. The aim of the policy is to ensure no job applicant, employee or worker is discriminated against either directly or indirectly on the grounds of race, sex, disability, sexual orientation, gender reassignment; marriage or civil partnership; pregnancy or maternity; religion or belief or age.
SECTION 172 STATEMENT
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The Directors continue to have regard to the interests of the Company's employees and other stakeholders, the impact of its activities on the community, the environment and the Company's reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its members in the long term. We explain in this annual report, and below, how the Board engages with stakeholders. Relations with key stakeholders such as employees, shareholders and suppliers are considered in more detail on page 9. The Directors are fully aware of their responsibilities to promote the success of the Company in accordance with section 172 of the Companies Act 2006. To ensure the Company was operating in line with good corporate practice, all Directors received refresher training on the scope and application of section 172 in writing. This encouraged the Board to reflect on how the Company engages with its stakeholders and opportunities for enhancement in the future and was considered at the Company's summer board meeting in June. A section 172 notice has been included with the board papers since this date. As required, the Senior Legal Counsel and Company Secretary will provide support to the Board to help ensure that sufficient consideration is given to issues relating to the matters set out in s172(1)(a)-(f). The Board regularly reviews the Company's principal stakeholders and how it engages with them. This is achieved through information provided by management and also by direct engagement with stakeholders themselves. We aim to work responsibly with our stakeholders, including suppliers. The Board has recently reviewed its anti-corruption and anti-bribery, equal opportunities and whistleblowing policies.
The key Board decisions made in the year are set out below:
| Significant events/decisions | Key s172 matter(s) affected | Actions and impact |
|---|---|---|
| Acquisition of GayStarNews | Shareholders, employees |
|
| Issuance of Prospectus and Financing Agreement | Shareholders, employees |
|
| Management Services Agreement regarding TheLondonEconomicNewspaper | Shareholders, employees |
|
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2020
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| Notes | £ | £ |
| Continuing operations | ||
| Revenue | 107,303 | - |
| Gross profit | 107,303 | - |
| Administrative expenses | (2,357,366) | (327,902) |
| Direct costs incurred in connection with EHGOF financing facility | (262,000) | - |
| Other operating income | 25,000 | - |
| Operating loss | (2,487,063) | (327,902) |
| Finance costs | (353,120) | (1,818,613) |
| Loss before taxation | (2,840,183) | (2,146,515) |
| Taxation | - | - |
| Loss for the period from continuing operations | (2,840,183) | (2,146,515) |
| Profit/(loss) for the period from discontinued operations | 5 | 450,062 |
| Loss for the period | (2,390,121) | (6,260,394) |
| Total comprehensive loss for the period | (2,390,121) | (6,260,394) |
| Loss per ordinary share | 8 | |
| Basic and diluted (pence) | ||
| - from continuing operations | (0.11) | (0.75) |
| - from discontinued operations | 0.00 | (0.01) |
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 30 JUNE 2020
| Notes | 30 June 2020 | 30 June 2019 | |
|---|---|---|---|
| £ | £ | ||
| Assets | |||
| Non-current assets | |||
| Property, plant and equipment | 9 | 22,590 | 7,093 |
| Intangible assets | 10 | 21,600 | - |
| Total non-current assets | 44,190 | 7,093 | |
| Current assets | |||
| Trade and other receivables | 12 | 136,135 | - |
| VAT recoverable | 12 | - | 15,922 |
| Cash and cash equivalents | 13 | 180,397 | 15,597 |
| 316,532 | 31,519 | ||
| Total assets | 360,722 | 38,612 | |
| Equity | |||
| Share capital | 14 | 4,138,936 | 3,498,257 |
| Share premium | 15 | 5,578,789 | 5,124,900 |
| Retained deficit | 15 | (12,830,391) | (10,440,270) |
| (3,112,666) | (1,817,113) | ||
| Liabilities | |||
| Non-current liabilities | |||
| Loans and borrowings | 17 | - | 11,141 |
| - | 11,141 | ||
| Current liabilities | |||
| Trade and other payables | 16 | 1,699,794 | 1,736,306 |
| Loans and borrowings | 17 | 1,739,594 | 68,278 |
| Provisions | 18 | 34,000 | 40,000 |
| 3,473,388 | 1,844,584 | ||
| Total liabilities | 3,473,388 | 1,855,725 | |
| Total equity and liabilities | 360,722 | 38,612 |
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2020
| Share capital | Share premium | Merger reserve | Translation reserve | Share-based payments reserve | Retained deficit | Total equity | |
|---|---|---|---|---|---|---|---|
| £ | £ | £ | £ | £ | £ | £ | |
| Balance at 31 December 2017 | 162,053 | 3,460,854 | (185,728) | (32,798) | 331,975 | (4,305,132) | (568,776) |
| Loss for the period | - | - | - | - | - | (6,260,394) | (6,260,394) |
| Total comprehensive loss for the period | - | - | - | - | - | (6,260,394) | (6,260,394) |
| Transactions with owners: | |||||||
| Share-based payment charges | - | - | - | - | 11,807 | - | 11,807 |
| Issue of shares | 3,336,204 | 1,894,621 | - | - | - | - | 5,230,825 |
| Costs of placings | - | (230,575) | - | - | - | - | (230,575) |
| Total contribution by and distribution to owners | 3,336,204 | 1,664,046 | - | - | 11,807 | - | 5,012,057 |
| Transfer between reserves | - | - | 185,728 | 32,978 | (343,782) | 125,256 | - |
| Balance at 30 June 2019 | 3,498,257 | 5,124,900 | - | - | - | (10,440,270) | (1,817,113) |
| Loss for the year | - | - | - | - | - | (2,390,121) | (2,390,121) |
| Foreign exchange translation | - | - | - | - | - | - | - |
| Total comprehensive loss for the year | - | - | - | - | - | (2,390,121) | (2,390,121) |
| Transactions with owners: | |||||||
| Share-based payment charges | - | - | - | - | - | - | - |
| Issue of shares | 640,679 | 453,889 | - | - | - | - | 1,094,568 |
| Total contribution by and distribution to owners | 640,679 | 453,889 | - | - | - | - | 1,094,568 |
| Balance at 30 June 2020 | 4,138,936 | 5,578,789 | - | - | - | (12,830,391) | (3,112,666) |
The currency translation reserve comprised all foreign currency adjustments arising from the translation of the financial statements of the foreign operation.# Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2020
| Year ended 30 June 2020 �� | Period ended 30 June 2019 �� | Notes |
|---|---|---|
| Cash ���ows from operating activities | ||
| Total comprehensive loss for the period | (2,390,121) | (6,260,394) |
| (Pro���t)/Loss from discontinued operations | (450,062) | 4,137,879 |
| Depreciation | 2,503 | 417 |
| Finance costs | 353,120 | 1,818,613 |
| (2,484,560) | (303,485) | |
| Increase in trade and other receivables | (120,213) | - |
| (Decrease)/increase in trade and other payables | 1,212,679 | 66,000 |
| (Decrease) in provisions | (6,000) | - |
| Operating cash ���ows used by continuing activities | (1,398,094) | (237,485) |
| Operating cash ���ows generated from/(used by) discontinued operations | (204,561) | (3,241,618) |
| Net cash used in operating activities | (1,602,655) | (3,479,103) |
| Cash ���ows from investing activities | ||
| Purchase of property, plant and equipment | (18,000) | (7,510) |
| Purchase of intangible assets | (21,600) | - |
| Investing cash ���ows used by continuing activities | (39,600) | (7,510) |
| Investing cash ���ows used by discontinued operations | - | (23,919) |
| Net cash used in investing activities | (39,600) | (31,429) |
| Cash ���ows from ���nancing activities | ||
| Interest paid | (353,120) | (604,050) |
| Repayment of leases | (47,438) | (88,747) |
| Loan from director | 16,613 | - |
| Repayment of loan from director | (4,340) | - |
| Issue of share capital | - | 2,060,950 |
| Costs of issuing shares | - | (230,575) |
| Issue of convertible loan notes | 2,195,000 | 2,700,000 |
| Financing cash ���ows from continuing activities | 1,807,055 | 3,837,578 |
| Financing cash ���ows used by discontinued operations | - | (429,490) |
| Net cash ���ows from ���nancing activities | 1,807,055 | 3,408,088 |
| Net increase/(decrease) in cash and cash equivalents | 164,800 | (102,444) |
| Cash and cash equivalents at beginning of period | 15,597 | 118,041 |
| Effect of foreign exchange rate changes | - | - |
| Cash and cash equivalents at period end | 13 | 180,397 |
Company Statement of Financial Position
AS AT 30 JUNE 2020
| 30 June 2020 �� | 31 December 2019 �� | Notes | |
|---|---|---|---|
| Non-current assets | |||
| Property, plant and equipment | 4,590 | 7,093 | 9 |
| Investments | 2 | - | 11 |
| Non-current assets | 4,592 | 7,093 | |
| Current assets | |||
| Trade and other receivables | 9,116 | - | 12 |
| Cash and cash equivalents | 144,138 | 4,339 | 13 |
| 153,254 | 4,339 | ||
| Total assets | 157,846 | 11,432 | |
| Equity | |||
| Share capital | 4,138,936 | 3,498,257 | 14 |
| Share premium | 5,578,789 | 5,124,900 | 15 |
| Share-based payment reserve | - | - | |
| Retained de���cit | (12,524,595) | (10,186,141) | |
| (2,806,870) | (1,562,984) | ||
| Non-current liabilities | |||
| Loans and borrowings | - | 11,141 | 17 |
| - | 11,141 | ||
| Current liabilities | |||
| Trade and other payables | 1,225,122 | 1,494,997 | 16 |
| Loans and borrowings | 1,739,594 | 68,278 | 17 |
| 2,964,716 | 1,563,275 | ||
| Total liabilities | 2,964,716 | 1,574,416 | |
| Total equity and liabilities | 157,846 | 11,432 |
The Company's loss and total comprehensive loss for the year ended 30 June 2020 was ��2,338,454 (Period to 30 June 2019: ��7,177,280).
Company Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2020
| Share capital �� | Share premium �� | Share-based payments reserve �� | Retained de���cit �� | Total equity �� | |
|---|---|---|---|---|---|
| Balance at 31 December 2017 | 162,053 | 3,460,854 | 331,975 | (3,352,643) | 602,239 |
| Loss for the period | - | - | - | (7,177,280) | (7,177,280) |
| Total comprehensive loss for period | - | - | - | (7,177,280) | (7,177,280) |
| Transactions with owners | |||||
| Share-based payment charge | - | - | 11,807 | - | 11,807 |
| Issue of shares | 3,336,204 | 1,894,621 | - | - | 5,230,825 |
| Cost of placings | - | (230,575) | - | - | (230,575) |
| Total contributions by and distributions to owners | 3,336,204 | 1,664,046 | 11,807 | - | 5,012,057 |
| Balance at 30 June 2019 | 3,498,257 | 5,124,900 | - | (10,186,141) | (1,562,984) |
| Loss for the year | - | - | - | (2,338,454) | (2,338,454) |
| Total comprehensive loss for year | - | - | - | (2,338,454) | (2,338,454) |
| Transactions with owners | |||||
| Share-based payment charge | - | - | - | - | - |
| Issue of shares | 640,679 | 453,889 | - | - | 1,094,568 |
| Cost of placings | - | - | - | - | - |
| Total contributions by and distributions to owners | 640,679 | 453,889 | - | - | 1,094,568 |
| Balance at 30 June 2020 | 4,138,936 | 5,578,789 | - | (12,524,595) | (2,806,870) |
1. ACCOUNTING POLICIES
Basis of preparation
These ���nancial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("adopted IFRS") and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under adopted IFRS.
On 18 March 2019, a new Board was appointed to lead the Group in a new direction. In order to give the new Board the necessary time to prepare the ���nancial statements and resolve legacy issues that they inherited from their predecessors, the decision was made to extend the prior accounting period of the Group by 6 months from 31 December to 30 June. The comparative ���nancial statements cover the 18 month period from 1 January 2018 to 30 June 2019. As these ���nancial statements cover a 12 month period, they are not entirely comparable to the previous period.
These consolidated ���nancial statements are presented in Pounds Sterling ('GBP'), which is considered by the directors to be the functional and presentation currency. The Company's individual statement of comprehensive income has been omitted from the Group's annual ���nancial statements having taken advantage of the exemption not to disclose under Section 408(3) of the Companies Act 2006.
Going concern
The Directors consider it is appropriate to prepare the Group and Parent Company's ���nancial statements on the basis that they are able to continue to operate for a period of at least 12 months from the date of approving these ���nancial statements. As noted in the Strategic Report on page 7 when making this assessment the directors have prepared forecasts which consider the expected level of expenditure over the course of the review period together with the anticipated revenues arising from the new business and acquisitions completed shortly after the period end. Key to the compilation of the forecasts central to the Directors' assessment of going concern are the following factors:
-
The company is at an early stage of development and is not currently pro���table. Despite strong con���dence in its business plan and forecasts, the Directors recognise there is a risk that it may require more funding but not be able to ���nd agreement with a funding partner. The Company completed a placing in November 2020 which provided new funds via equity and debt to secure the medium-to-long term future of the business. As well as the existing management services agreements, the Company also signed a signi���cant contract with Greencastle MM LLP, a digital media business, the proceeds of which allow the Company to continue to operate as a going concern.
-
The Company has, like most, been affected by the COVID-19 pandemic and has lost some revenue as discussed above however the Company is con���dent that its risk to the pandemic has been mitigated. The Company has completed fundraising which will reduce the reliance of the Company on revenue. More importantly, the overriding business model is to procure or manage digital publishers and the Company has not seen, nor does it foresee, a decrease in online audiences or a behavioural change as a result of the pandemic. The Company therefore has con���dence in its ability to continue to recognise revenue. It is important to note that advertising as an industry will be affected and there has been a decrease in certain media budgets although through its management services agreements, the Company has still been able to secure sizeable contracts despite this.
While the Directors remain satis���ed that the assumptions they have used in the forecasts to assess that the Group and Parent Company are a going concern, there does remain a fundamental uncertainty around the future funding, should it be required.
Notes to the Consolidated Financial Statements
Basis of consolidation
The Group ���nancial statements consolidate those of the parent company and all of its subsidiaries. Subsidiaries are entities controlled by the Group. The parent company controls a subsidiary if it has power over the investee to signi���cantly direct the activities, exposure, or rights, to variable returns from its involvement with the investee, and the ability to use its power over the investee to affect the amount of the investors' returns. The ���nancial statements of subsidiaries are included in the consolidated ���nancial statements from the date that control commences until the date that control ceases. The results of subsidiaries acquired or disposed in the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The results and net assets of subsidiaries whose accounts are denominated in foreign currencies are retranslated into Sterling at average rates and year-end rates respectively.
Where the Group has the power to participate in (but not control) the ���nancial and operating policy decisions of another entity, it is classi���ed as an associate. Associates are initially recognised in the consolidated statement of ���nancial position at cost. Subsequently associates are accounted for using the equity method, where the Group's share of post-acquisition pro���ts and losses and other comprehensive income is recognised in the consolidated statement of pro���t and loss and other comprehensive income (except for losses in excess of the Group's investment in the associate unless there is an obligation to make good those losses).
Business combinations
The Group applies the acquisition method of accounting for business combinations.# ACCOUNTING POLICIES
The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets transferred, liabilities incurred and equity interests issued by the Group. Acquisition costs are expensed as incurred.
Revenue recognition
Revenue represents the amount of consideration to which the Group expects to be entitled in exchange for the provision of it's services to the client, net of discounts and sales taxes. For the year ended 30 June 2020, the Group used the five-step model as prescribed under IFRS15 on the Group's revenue transaction. This included the identification of the contract, identification of the performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue. The point of recognition arises when the Group satisfies the performance obligation by transferring control of a promised service to the customer which could occur over time or at a point in time. Provision is made for all foreseeable losses where the Company believes that a contract will deem to be unprofitable, or a client fails to remunerate the Company for services provided. During the year, 84% of total revenue arose from the contract with one customer.
Sale of Services
During the year the company entered into a contract to deliver management services to a digital and social publisher. With regards to the provision of said services, a price is agreed in advance and these services are provided over the term of the contract. Revenue is recognised on a straight line basis over the term of the contract and the client is billed monthly in arrears. The contract also contains a variable element of revenue. The company is entitled to a profit share on a rolling 3 month basis. The company would invoice the customer for the profit share on a quarterly basis. The income would be recognised in the period that the profit was made by the customer. Any profit share due for the period which was not invoiced until after the period end will be included in accrued income. Revenue that has been billed to the client, but which is yet to be paid is accrued within trade receivables.
Discontinued operations
Discontinued operations represent major operations of the business that the Group have decided to terminate. The post-tax profit or loss of the discontinued operations is presented as a single line on the face of the consolidated income statement. The presentation of discontinued operations within prior periods is restated to reflect consistent classification of discontinued operations across all periods presented.
1. ACCOUNTING POLICIES (continued)
Foreign currency
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Non-monetary items in a foreign currency that are measured based on historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in the statement of comprehensive income.
Retirement benefit costs
The Group operates defined contribution retirement benefit scheme. Payments to these schemes are charged as an expense in the period to which they relate. The assets of the scheme are held separately from those of the Group in independently administered funds.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. Deferred tax is the tax expected to be payable or recoverable on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is measured on an undiscounted basis using the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Property, plant and equipment
Items of plant and equipment are initially recognised at cost. As well as purchase price, cost includes directly attributable costs. Depreciation is provided on all items of property, plant and equipment, so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
* Plant & machinery - 33% straight line basis
* Leasehold improvements - 33% straight line basis
* Computer hardware - 33% straight line basis
Intangible fixed assets
Intangible assets comprise capitalised computer software which are initially recognised at cost. Amortisation is provided so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:
* Computer software - 33% straight line basis
Intangible assets also comprise intellectual property which is initially measured at cost. The useful economic life of the asset is considered to be such that any amortisation charge would be immaterial to the financial statements. The directors have therefore decided that an annual impairment review rather than an systematic amortisation is more appropriate for this asset.
Impairment of non-current assets
At each reporting date the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Financial assets
Financial assets are recognised when the Group becomes a party to the contractual provisions of the financial asset. Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire, or when the financial asset and substantially all of the risks and rewards are transferred. The financial assets of the Group are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets are classified into the following categories:
* Amortised cost
* Fair value through profit or loss (FVTPL)
* Fair value through other comprehensive income (FVOCI)
The classification is determined by both:
* The Group's business model for managing the financial asset
* The contractual cash flow characteristics of the financial asset
All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs and finance income.
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):
* They are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows
* The contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding
After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where its effect is immaterial. The Group's cash and cash equivalents, trade and other receivables fall into this category. An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognised in profit or loss and reflected in an allowance against trade and other receivables. When an event occurring after the impairment was recognised causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.# ACCOUNTING POLICIES (continued)
Trade and other receivables
The group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix. The Group assesses impairment of trade and other receivables on a collective basis.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. These are initially and subsequently recorded at fair value.
Financial liabilities
The Group's principal financial liabilities include trade and other payables, leases and convertible debt none of which would be classified as fair value through profit or loss. Therefore, these financial liabilities are classified as financial liabilities at amortised cost, as defined below:
Other financial liabilities include the following items:
* Borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. Interest expense in this context includes initial transaction costs and premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
* Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.
Convertible loan notes
Convertible loan notes issued by the Group comprise loan notes that can be converted to ordinary shares at the option of the holder. The liability component of the convertible loan notes is recognised on the date of inception and is determined using a market interest rate for an equivalent non-convertible instrument. The equity element is recognised as the difference between the value of the financial instrument as a whole and the value of the liability component. Any directly attributable transaction costs are allocated to the equity and liability components in proportion to their initial carrying amounts. Subsequently, the liability component of a compound financial instrument is measured at amortised cost using the effective interest rate method.
Leased assets
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less, or for leases of low-value assets. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
Share capital
The group's ordinary shares are classified as equity instruments.
New standards adopted
The following new and revised Standards and Interpretations have been issued and are effective for the current financial year of the Group:
IFRS 16 was adopted on 1 July 2019 without restatement of comparative figures. No transitional adjustments were required upon adoption.
New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the group has decided not to adopt early:
* AS 1 Presentation of Financial Statements and IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Amendment - Definition of Material) (effective 1 January 2020)
* IFRS 3 Business Combinations (Amendment - Definition of Business) (effective 1 January 2020)
* Revised Conceptual Framework for Financial Reporting (effective 1 January 2020)
* Amendments to IFRS 9, IAS 39 and IFRS 7: Interest Rate Benchmark Reform (effective 1 January 2020)
* Amendments to IAS 1: Classification of Liabilities as Current or Non-current (effective 1 January 2022).
2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.
Significant management judgements are as follows:
Legacy Issues
- Due to the change in the Board, key management and operations of the Group that took place in March 2019, it is possible that there are unrecorded liabilities relating to the now discontinued activities about which the Board are unaware. The Board have undertaken, to the extent possible, a thorough review of the creditor position of the Parent Company and the Group, with a core focus on the legacy business operations. Notwithstanding the Board's assessment, there is a residual risk unforeseen liabilities may arise. However, due to the publicity around the new business, shutting down the old one and drawing down on the EHGOS facility, a number of claims were made against the company. Since the period end, no additional creditors have made a claim against the Group or the Parent Company. While it is important to consider these liabilities in these accounts the Board have however made a judgment that the risk of material unrecorded actual or contingent liabilities is now more than remote.
- The Group's former Board under through its Cellplan subsidiary was promoting bespoke stem cell medical insurance and launched a website to market the product. After due enquiry, the new Board is not aware that any such policies were issued. There does however remain a residual risk that policies may have been issued. The board consider that the incidence and financial impact is now more than remote.
3. LOSS FROM OPERATIONS
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| The loss for the period is stated after charging: | �� | �� |
| Depreciation | 2,503 | 417 |
| Auditors remuneration - audit services | 40,000 | 42,000 |
| Auditors remuneration - corporate finance services | 63,500 | - |
| Expenses by nature | �� | �� |
| Legal and professional fees | 632,978 | - |
| Consultancy fees | 213,098 | - |
| Other supplies and external services | 359,101 | 83,979 |
| Staff costs | 999,686 | 243,506 |
| Total operating expenses | 2,204,863 | 327,485 |
| Depreciation, amortisation and impairment of assets | 2,503 | 417 |
| Impairment of loans | 150,000 | - |
| Total administrative expenses | 2,357,366 | 327,485 |
| Direct costs incurred in connection with EHGOF financing facility | 262,000 | - |
| 2,619,366 | 327,902 |
4. STAFF COSTS
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| Staff costs (including directors) comprise: | �� | �� |
| Wages and salaries | 905,958 | 1,473,681 |
| Defined contribution pension cost | 25,370 | 53,315 |
| Social security contributions and similar taxes | 68,358 | 144,073 |
| Share-based payment expense | - | 11,807 |
| 999,686 | 1,682,876 | |
| Less: staff costs relating to discontinued activities | - | (1,439,370) |
| Staff costs relating to continuing activities | 999,686 | 243,506 |
4. STAFF COSTS (continued)
The reason for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| Employee numbers | �� | �� |
| The average number of staff employed by the group during the period amounted to: | ||
| General and administration | 7 | 15 |
| Less: staff involved in discontinued operations | - | (8) |
| 7 | 7 |
Key management personnel compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities, and are the directors of the company. Remuneration of the directors and highest paid director is shown in the Report of the remuneration committee on page 20 in the Accounts.
5. DISCONTINUED OPERATIONS
In March 2019 the Board made the decision to discontinue the stem cell research operations. The operating loss until the date of discontinuation of the operations is summarised as follows:
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| Revenue | - | 21,081 |
| Administrative expenses - write back of creditor balances | 450,062 | (3,472,771) |
| Impairment of non-current assets | - | (629,616) |
| Operating profit/(loss) | 450,062 | (4,081,306) |
| Finance income | - | 2,174 |
| Finance expense | - | (31,747) |
| Profit/(loss) before taxation | 450,062 | (4,110,879) |
| Taxation | - | (3,000) |
| Profit/(loss) for the period | 450,062 | (4,113,879) |
| Other comprehensive expense | - | - |
| Total comprehensive profit/(loss) for the period | 450,062 | (4,113,879) |
6. FINANCE COSTS
| Year ended 30 June 2020 | 18 Month period ended 30 June 2019 | |
|---|---|---|
| Finance costs | �� | �� |
| Penalties on redemption of convertible loan notes | 277,380 | 1,814,563 |
| Penalties on make whole agreement | 72,000 | - |
| Interest on leases | 3,740 | 4,050 |
| Total finance expense | 353,120 | 1,818,613 |
7.# TAXATION
18 Month Year ended period ended 30 June 30 June 2020 2019
| Current tax | ||
|---|---|---|
| Total current tax | - | - |
The reason for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:
| Year ended 18 Month period ended 30 June 30 June 2020 2019 | ||
|---|---|---|
| �� | �� | |
| Loss before taxation | (2,390,121) | (6,260,394) |
| Tax using the parent company's domestic tax rate of 19% (2019: 19%) | (454,123) | (1,189,475) |
| Effects of: | ||
| Unrelieved tax losses and other deductions arising in the period | 383,779 | 720,478 |
| Expenses not deductible for taxation purposes | 70,344 | 468,997 |
| Total tax charged in the income statement | - | - |
The deferred taxation of ��1,522,231 (2019: ��1,178,850) attributable to losses arising in the year and for losses carried forward has not been recognised in these accounts due to the uncertainty over whether this will be recovered.
8. LOSS PER SHARE
| Year ended 18 Month period ended 30 June 30 June 2020 2019 | ||
|---|---|---|
| pence | pence | |
| Numerator | ||
| Loss for the period | (2,371,776) | (6,260,394) |
| Denominator | ||
| Weighted average number of ordinary shares used in basic EPS | 2,500,412,604 | 282,378,357 |
| Effects of: | ||
| Employee share options | - | 2,808,454 |
| Weighted average number of ordinary shares used in diluted EPS | 2,500,412,604 | 285,186,811 |
| Basic and diluted loss per share (pence) | ||
| - continuing operations | (0.11) | (0.75) |
| - discontinued operations | 0.00 | (0.01) |
9. PROPERTY, PLANT AND EQUIPMENT
GROUP
| Plant & Leasehold Improvements �� | Computer Hardware �� | Machinery �� | Total �� |
|---|---|---|---|
| Cost | |||
| Balance at 1 January 2018 | 345,490 | 185,849 | 61,948 |
| Additions | 10,282 | - | 21,147 |
| Balance at 30 June 2019 | 355,772 | 185,849 | 83,095 |
| Additions | 18,000 | - | - |
| Balance at 30 June 2020 | 373,772 | 185,849 | 83,095 |
| Amortisation | |||
| Balance at 1 January 2018 | 43,868 | 63,201 | 19,627 |
| Charge for the period | - | - | 417 |
| Impairment in the period | 311,904 | 122,648 | 55,958 |
| Balance at 30 June 2019 | 355,772 | 185,849 | 76,002 |
| Charge for the year | - | - | 2,503 |
| Balance at 30 June 2020 | 355,772 | 185,849 | 78,505 |
| Carrying amounts | |||
| Balance at 30 June 2020 | 18,000 | - | 4,590 |
| Balance at 30 June 2019 | - | - | 7,093 |
9. PROPERTY, PLANT AND EQUIPMENT (continued)
Right of use asset
The group does not lease any buildings or equipment which are required to be disclosed under IFRS 16.
COMPANY
| Computer Hardware �� | Total �� |
|---|---|
| Cost | |
| Balance at 1 January 2018 | 62,690 |
| Additions | 14,231 |
| Balance at 30 June 2019 | 76,921 |
| Additions | - |
| Balance at 30 June 2020 | 76,921 |
| Amortisation | |
| Balance at 1 January 2018 | 20,213 |
| Charge for the period | 417 |
| Impairment in period | 49,198 |
| Balance at 30 June 2019 | 69,828 |
| Charge for the year | 2,503 |
| Balance at 30 June 2020 | 72,331 |
| Carrying amounts | |
| Balance at 30 June 2020 | 4,590 |
| Balance at 30 June 2019 | 7,093 |
10. INTANGIBLE ASSETS
| Intellectual Property �� | Computer software �� | Total �� |
|---|---|---|
| Cost | ||
| Balance at 1 January 2018 | - | 139,106 |
| Additions | - | - |
| Balance at 30 June 2019 | - | 139,106 |
| Additions | 21,600 | - |
| Balance at 30 June 2020 | 21,600 | 139,106 |
| Amortisation | ||
| Balance at 1 January 2018 | - | - |
| Impairment | - | 139,106 |
| Balance at 30 June 2019 | - | 139,106 |
| Impairment | - | - |
| Balance at 30 June 2020 | - | 139,106 |
| Carrying amounts | ||
| Balance at 30 June 2020 | 21,600 | - |
| Balance at 30 June 2019 | - | - |
11. INVESTMENTS
COMPANY
| 30 June 2020 �� | 30 June 2019 �� |
|---|---|
| Investments in subsidiaries | 2 |
| Subsidiaries | Registered office address | Country of incorporation | Nature of business | Notes |
|---|---|---|---|---|
| WideCells International Limited | Waverley House, 9 Noel Street, London, W1F 8GQ | United Kingdom | Holding company | (c) |
| WideCells Portugal SA | Rua Da Casa Branca, 97 Coimbra 3030-109, Portugal | Portugal | Trading company | (a) |
| WideAcademy Limited | Waverley House, 9 Noel Street, London, W1F 8GQ | United Kingdom | Dormant company | (a) |
| CellPlan Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Dormant company | (a) |
| CellPlan International Lda | Edifício Tower Plaza Rotunda Eng, Edgar Cardoso, no. 23, 11 F, 4400-676 Vila Nova de Gaia, Portugal | Portugal | Dormant company | (b) |
| Iconic Labs UK Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Trading company | (c) |
| Iconic Labs IP Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Trading company | (c) |
| Nuuco Media Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Trading company | (d) |
| Coalition Media Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Dormant company | (f) |
| Associates | Registered office address | Country of incorporation | Nature of business | Notes |
|---|---|---|---|---|
| Medium Channel Media Limited | 27/28 Eastcastle Street, London, W1W 8DH | United Kingdom | Dormant company | (e) |
Notes:
(a) 100% owned by WideCells International Limited
(b) 100% owned by CellPlan Limited
(c) 100% owned by Iconic Labs plc
(d) 100% owned by Iconic Labs UK Limited
(e) 24% owned by Iconic Labs plc
(f) 50% owned by iconic Labs UK Limited
From September 2019, Widecells Limited has been placed into liquidation. From November 2019, Widecells Espana has been placed into liquidation.
12. TRADE AND OTHER RECEIVABLE
GROUP
| 30 June 2020 �� | 30 June 2019 �� |
|---|---|
| Trade receivables | 110,409 |
| Other receivables | 25,726 |
| Trade and other receivables | 136,135 |
| VAT recoverable | - |
| Total receivables | 136,135 |
Trade and other receivables do not contain any impaired assets. The group does not hold any collateral as security and the maximum exposure to credit risk at the consolidated statement of financial position date is the fair value of each class of receivable. Book values approximate to fair value at 30 June 2020 and 30 June 2019.
COMPANY
| 30 June 2020 �� | 30 June 2019 �� |
|---|---|
| Other receivables | 9,116 |
| 9,116 |
13. CASH AND CASH EQUIVALENTS
GROUP
| 30 June 2020 �� | 30 June 2019 �� |
|---|---|
| Cash at bank available on demand | 180,397 |
| Bank overdraft | - |
| Total cash and cash equivalents | 180,397 |
COMPANY
| 30 June 2020 �� | 30 June 2019 �� |
|---|---|
| Cash at bank available on demand | 144,138 |
| Total cash and cash equivalents | 144,138 |
14. SHARE CAPITAL
| 30 June 2020 | Number �� | 30 June 2019 | Number �� |
|---|---|---|---|
| Authorised, allotted and fully paid - classified as equity | |||
| Ordinary shares of ��0.0025 each | - | - | 1,399,302,698 |
| Ordinary shares of ��0.00001 each | 6,248,241,015 | 62,482 | - |
| Deferred shares of ��0.00249 each | 1,637,129,905 | 4,076,454 | - |
| Total | 7,885,370,920 | 4,138,936 | 1,399,302,698 |
At 1 July 2019, the company had 1,399,302,698 Ordinary shares of ��0.0025 in issue. During the period, the company issued 237,837,207 Ordinary shares of ��0.0025 as follows:
* 20 August 2019 - 237,827,207 shares issued in respect of the conversion of convertible loan notes, at par.
On 27 February 2020, 1,637,129,905 Ordinary shares of ��0.0025 were sub-divided into 1,637,129,905 Ordinary shares with a nominal value of ��0.00001 and 1,637,129,905 Deferred shares with a nominal value of ��0.00249.
During the period, the company issued 4,611,111,110 Ordinary shares of ��0.00001 each as follows:
* 14 April 2020 - 555,555,555 shares issued in respect of a conversion of a convertible band, at a premium of 0.00009p per share;
* 28 April 2020 - 555,555,555 shares issued in respect of a conversion of a convertible band, at a premium of 0.00009p per share;
* 28 May 2020 - 800,000,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.00009p per share;
* 28 May 2020 - 500,000,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.00019p per share;
* 2 June 2020 - 500,000,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.00009p per share;
* 15 June 2020 - 1,700,000,000 shares issued in respect of a conversion of a convertible band, at a premium of 0.00009p per share.
At 30 June 2020, the company had 6,248,241,015 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.
14. SHARE CAPITAL (continued)
- 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 thelisting 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. The holders of Ordinary shares have full voting, dividend and capital distribution rights. The Ordinary shares do not confer any rights of redemption. On or following the occurrence of a change of control the receipts from the acquirer shall be applied to the holders of the Ordinary shares pro rata to their respective holdings. Ordinary shares and deferred shares are recorded as equity.
15. RESERVES
The following describes the nature and purpose of each reserve within equity:
| Reserve | Description and purpose |
|---|---|
| Share premium | Amount subscribed for share capital in excess of nominal value |
| Retained deficit | All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere |
16. TRADE AND OTHER PAYABLES
GROUP
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Trade payables | 587,747 | 609,558 |
| Other payables | 620,931 | 831,587 |
| Accruals | 328,713 | 77,100 |
| Tax and social security | 162,403 | 218,061 |
| Total | 1,699,794 | 1,736,306 |
Book values approximate to fair values at 30 June 2020 and 30 June 2019.
COMPANY
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Trade payables | 539,418 | 381,749 |
| Other payables | 592,824 | 831,587 |
| Accruals | 92,880 | 77,100 |
| Tax and social security | - | 204,561 |
| Total | 1,225,122 | 1,494,997 |
Book values approximate to fair values at 30 June 2020 and 30 June 2019.
17. LOANS AND BORROWING
GROUP
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Non-Current | ||
| Leases | - | 11,141 |
| Total | - | 11,141 |
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Current | ||
| Leases | 31,981 | 68,278 |
| Directors' loans | 12,613 | - |
| Convertible loans | 1,695,000 | - |
| Total | 1,739,594 | 68,278 |
Book values approximate to fair values at 30 June 2020 and 30 June 2019.
During the year, the company issued convertible loan notes totalling £2,155,000. At 30 June 2020, £1,695,000 was still outstanding and included within loans and borrowings. Leases are secured on the relevant assets.
COMPANY
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Non-Current | ||
| Leases | - | 11,141 |
| Total | - | 11,141 |
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Current | ||
| Leases | 31,981 | 68,278 |
| Directors' loans | 12,613 | - |
| Convertible loans | 1,695,000 | - |
| Total | 1,739,594 | 68,278 |
18. PROVISIONS
| 30 June 2020 �� | 30 June 2019 �� | |
|---|---|---|
| Provisions brought forward | 40,000 | - |
| Provision for costs relating to liquidation of subsidiary undertakings | - | 40,000 |
| Released against costs in the period | (6,000) | - |
| Provisions carried forward | 34,000 | 40,000 |
As detailed further in the strategic report, last year the Group made the decision to cease stem cell research operations. This has led to number of subsidiary undertakings being liquidated. A provision for the anticipated costs relating to the liquidation are included in these financial statements.
19. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The group is exposed through its operations to the following financial risks:
* Credit risk.
* Market risk.
* Liquidity risk.
In common with other businesses, the group is exposed to risks that arise from use of financial instruments. This note describes the group's objectives, policies and processes for managing those risks and the methods used to measure them. The principal financial instruments used by the group, from which the financial instrument risks arise, are as follows:
* Cash and cash equivalents.
* Trade and other payables.
* Loans and borrowings.
A summary of the financial instruments held by category is provided below:
- Financial assets - amortised cost
- Financial liabilities - amortised cost
GROUP
| 2020 �� | 2019 �� | |
|---|---|---|
| Cash and cash equivalents | 180,397 | 15,597 |
| Trade and other receivables | 136,135 | - |
| Total financial assets - amortised cost | 316,532 | 15,597 |
| 2020 �� | 2019 �� | |
|---|---|---|
| Trade and other payables | 1,208,678 | 1,441,145 |
| Loans and borrowings | 1,739,594 | 79,419 |
| Total liabilities - amortised cost | 2,948,272 | 1,520,564 |
COMPANY
| 2020 �� | 2019 �� | |
|---|---|---|
| Cash and cash equivalents | 144,138 | 4,339 |
| Trade and other receivables | 9,116 | - |
| Total financial assets - amortised cost | 153,254 | 4,339 |
| 2020 �� | 2019 �� | |
|---|---|---|
| Trade and other payables | 1,132,242 | 1,213,336 |
| Loans and borrowings | 1,739,594 | 79,419 |
| Total liabilities - amortised cost | 2,871,836 | 1,292,755 |
The Board has overall responsibility for the determination of the group's risk management objectives and policies. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Groups' competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk
Credit risk is the risk of financial loss to the Group if a counterparty to the financial instrument fails to meet its contractual obligations. It is Group policy to assess the credit risk of new customers before entering into contracts. Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with high credit status are accepted. The Group does not enter into derivatives to manage credit risk.
Cash in bank
GROUP
| 2020 �� | 2019 �� | |
|---|---|---|
| Cash held at HSBC - S&P Rating AA | 176,214 | 11,444 |
| Cash held at Santander - S&P rating A | 4,183 | 4,153 |
| Total financial assets | 180,397 | 15,597 |
COMPANY
| 2020 �� | 2019 �� | |
|---|---|---|
| Cash held at HSBC - S&P Rating AA | 144,138 | 4,339 |
| Total financial assets | 144,138 | 4,339 |
Market risk
Foreign exchange risk
Foreign exchange risk arises because the group has operations in Portugal and Spain, whose functional currency is not the same as the functional currency of the group. The group's net assets arising from such overseas operations are exposed to currency risk resulting in gains or losses on retranslation into sterling. As of 30 June 2020 the group's exposure to foreign exchange risk was not material as the overseas operations had been discontinued.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Board will continue to monitor long term cash projections and will consider raising funds as required. The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
GROUP
| Up to 3 months �� | Between 3 and 12 months �� | Between 1 and 2 years �� | Between 2 and 5 years �� | Over 5 years �� | |
|---|---|---|---|---|---|
| 2020 | |||||
| Trade and other payables | 1,141,178 | 67,500 | - | - | - |
| Leases | 28,877 | 3,104 | - | - | - |
| Borrowings | 1,695,000 | 12,613 | - | - | - |
| Total | 2,865,055 | 83,217 | - | - | - |
| Up to 3 months �� | Between 3 and 12 months �� | Between 1 and 2 years �� | Between 2 and 5 years �� | Over 5 years �� | |
|---|---|---|---|---|---|
| 2019 | |||||
| Trade and other payables | 1,441,145 | - | - | - | - |
| Finance leases | 32,127 | 36,151 | 11,141 | - | - |
| Total | 1,473,272 | 36,151 | 11,141 | - | - |
More details in regard to the line items are included in the respective notes:
* Trade and other payables - note 16
* Loans and borrowing - note 17
At the balance sheet date, the Group had liabilities due for settlement within 3 months of £2,865,055, compared to a cash balance of £180,397. Since the year end, the Group have renegotiated repayment terms with suppliers and have arranged a further funding agreement to ensure that operating costs and legacy liabilities can be settled. £1,695,000 of borrowings re convertible loan notes which can be settled by way of an issue of share capital.
Capital risk management
The group monitors capital which comprises all components of equity (i.e. share capital, share premium and accumulated deficit). The directors are aware of the need for the Company to obtain capital in order to fund the growth of the business and are in continual discussions with providers of both debt and equity capital. The directors regularly review the status of such discussions and aim at all times to have offers of capital funding available to the Company which more than exceed the needs of the Company over the coming period. In the medium term and in addition to the need to safeguard the entity's ability to continue as a going concern, the directors are aware of the views of members on certain financing structures and therefore have set an objective to move towards a conventional, simplified capital structure based on equity capital. Further details about the directors' assessment of the Group's ability to continue as a going concern and the key considerations there to are set out in the Corporate Governance Report on page 10 of the Accounts. At present the directors do not intend to pay dividends but will reconsider the position in future periods, as the group becomes profitable.# Reconciliation of movement in net cash
| Cash ���ow period | activities) | the period | converted in | (continuing | activities) | at 30 June | 2019 | �� | �� | �� | �� | �� | �� | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash at bank and in hand | 15,597 | 164,800 | - | - | - | - | 180,397 | |||||||
| Borrowings | (79,419) | - | (2,195,000) | 500,000 | 47,438 | (12,613) | (1,739,594) | |||||||
| Total ���nancial liabilities | (63,822) | 164,800 | (2,195,000) | 500,000 | 47,438 | (12,613) | (1,559,197) |
Net cash at 1 January 2018
| Cash ���ow period | activities) | the period | activities) | activities) | items | 2019 | �� | �� | �� | �� | �� | �� | �� | �� | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash at bank and in hand | 118,041 | (102,444) | ��� | ��� | ��� | ��� | 15,597 | ||||||||
| Borrowings | (1,065,260) | ��� | (2,700,000) | 88,747 | 2,700,000 | 865,172 | (326,583) | 358,505 | (79,419) | ||||||
| Total ���nancial liabilities | (947,219) | (102,444) | (2,700,000) | 88,747 | 2,700,000 | 865,172 | (326,583) | 358,505 | (63,822) |
RETIREMENT BENEFITS
The group operates a de���ned contribution pension scheme for the bene���t of its employees. The assets of the scheme are to be administered by trustees in funds independent from those of the group.
SHARE-BASED PAYMENTS
The group has issued options over ordinary shares under the Widecells Group Limited 2015 approved Enterprise Incentive scheme. Exercise of an option is subject to continued employment. The options that existed at the period end are as follows:
| 2020 | Weighted average exercise price 2020 | 2019 | Weighted average exercise price 2019 | |
|---|---|---|---|---|
| Number | �� | Number | �� | |
| Outstanding at beginning of accounting period | - | - | 3,610,870 | 0.0490 |
| Options granted in WideCells Group plc | - | - | - | - |
| Options cancelled in period | - | - | (3,610,870) | 0.0490 |
| Outstanding at period end | - | - | - | - |
The Black-Scholes valuation model was used setting an implied volatility of 50%, interest rate of 5% and dividend yield of 1%. Each tranche of share options was valued separately using the actual exercise price. The Group recognised total expenses of ��11,807 related to share based payment transactions in 2019. The expense was included in the results of discontinued operations.
LEASES
The group is leasing the more expensive pieces of laboratory equipment for the stem cell processing and storage facility in Manchester. The future payments are as follows:
GROUP
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| �� | Interest | Present value | �� | Interest | Present value | |
| Minimum lease payments | ||||||
| Not later than one year | 31,981 | 632 | 31,349 | 70,978 | 2,700 | 68,278 |
| Between one year and ���ve years | - | - | - | 11,773 | 632 | 11,141 |
| Later than ���ve years | - | - | - | - | - | - |
| 31,981 | 632 | 31,349 | 82,751 | 3,332 | 79,419 | |
| Current liabilities | 31,349 | 68,278 | ||||
| Non-current liabilities | - | 11,141 |
LEASES (continued)
COMPANY
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| �� | Interest | Present value | �� | Interest | Present value | |
| Minimum lease payments | ||||||
| Not later than one year | 31,981 | 632 | 31,349 | 70,978 | 2,700 | 68,278 |
| Between one year and ���ve years | - | - | - | 11,773 | 632 | 11,141 |
| Later than ���ve years | - | - | - | - | - | - |
| 31,981 | 632 | 31,349 | 82,751 | 3,332 | 79,419 | |
| Current liabilities | 31,349 | 68,278 | ||||
| Non-current liabilities | - | 11,141 |
CAPITAL COMMITMENTS
The group had no capital commitments at 30 June 2020 or 30 June 2019.
RELATED PARTY TRANSACTIONS
Details of directors' remuneration are given in the Remuneration Report. In 2019, under the previous management, the company was loaned ��330,325 by the directors and ��158,832 was repaid to the directors. Under the previous management, the company also loaned ��34,658 to the directors. Upon resignation of directorships, the directors in question con���rmed that they had no outstanding claims against the Group and therefore the balances owed to them at the date of their resignation have been written off to the income statement in the 2019 ���nancial period. In 2020, under the current management, the company was loaned ��16,613 by the directors and repaid ��4,340. This amount was still outstanding at 30 June 2020. In 2019, ��150,000 was loaned to Medium Channel Media. The loan is considered impaired in this set of accounts. In 2020, the company received ��nil (2019 - ��2,166) interest on loans that it provided to the directors in the period. The company also paid ��nil (2019 - ��2,150) of interest to directors. Vivian Andrade, Joao Andrade's wife, received ��nil (2019 - ��1,987) of professional fees for providing the services of Quality Manager to WideCells Portugal SA. ��nil (2019 - ��nil) was due to Vivian Andrade at the period end. Luis Andrade, Joao Andrade's brother, received ��nil (2019 - ��6,001) of professional fees for providing the services of Group IT Manager to Iconic Labs plc. ��nil (2019 - ��nil) was due to Luis Andrade at the period end. There are no other related party transactions.
CONTINGENT LIABILITIES
The group had no contingent liabilities at 30 June 2020 or 30 June 2019.
POST BALANCE SHEET EVENTS
On 13 November, 6,231,610,203 new ordinary shares of ��0.00001 each in the capital of the Company at a price of ��0.00012 per placing share to raise total gross proceeds of ��747,793 together with the entering into of a conventional secured debt facility with Shard Merchant Capital for an amount up to ��1,000,000.
ULTIMATE CONTROLLING PARTY
The directors do not consider that there is an ultimate controlling party of the group.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
ENDS
For further information, please visit the Company's website www.iconiclabs.co.uk or contact:
Damon Heath
Shard Capital Partners LLP
Tel: +44 (0) 20 7186 9950
Iconic Labs
[email protected]
END
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