Sidoti Highlights Improved Financial Flexibility, Shelf Eligibility, Reduced Stock Overhang, and Focus on Operational Execution at TNL Mediagene

Rhea-AI Summary

TNL Mediagene (Nasdaq: TNMG) was highlighted by Sidoti on Dec 15, 2025 for improved financial flexibility, reduced near‑term stock overhang and a shift to operational execution in 2026. Sidoti noted the company issued a senior convertible note with $1.67 million principal ($1.5 million net after a 10% original issue discount), an 18‑month maturity, no installment payments for the first six months, limited acceleration tied to daily trading volume, and an optional prepayment right subject to a make‑whole amount. The transaction included a five‑year warrant exercisable above the initial conversion price. Sidoti also noted the prior convertible note was fully repaid in November 2025 and that the company is now shelf eligible, which Sidoti views as supportive of capital flexibility.

Positive

• $1.5M net proceeds from senior convertible note
• Revised note terms defer conversion and reduce near‑term stock overhang
• 18‑month maturity and no installments for first six months improve short‑term liquidity
• Shelf eligibility provides added capital flexibility

Negative

• None.

Key Figures

New convertible principal $1,666,667 Second senior convertible note issued Dec 8, 2025

Net funding amount $1,500,000 After 10% original issue discount on Second Note

Original issue discount 10% Applied to Second senior convertible note

Prior note principal $4,722,222 Initial senior convertible note fully repaid Nov 11, 2025

New note maturity 18 months Maturity for Second senior convertible note

Warrant term 5 years Warrant issued with Second Note

Warrant exercise premium 125% Exercise price vs initial conversion price of Second Note

Nasdaq minimum bid $1.00 per share Listing Rule 5550(a)(2) compliance requirement as of Nov 3, 2025

Market Reality Check

$0.2100 Last Close

Volume Volume 901,814 is about 0.55x the 20-day average of 1,637,679, indicating subdued trading ahead of this note. low

Technical At $0.247, TNMG trades below its $0.53 200-day MA and sits near its $0.241 52-week low, far from the $14.59 52-week high.

Peers on Argus 1 Down

TNMG fell 6.76% while close publishing peers showed modest single-digit moves (e.g., LEE -1.46%, GCI -1.09%) and only one sector name in momentum (BBGI -6.88%) had no news, suggesting TNMG’s action was company-specific.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 11	Strategic partnership	Positive	-1.1%	AdTech data partnership with CMoney to enhance targeting and analytics.
Dec 09	AI event/whitepaper	Positive	+0.6%	INSIDE Future Day 2025 and AI Agent industry white paper release.
Dec 04	Product launch	Positive	+9.0%	Launch of iGood Price-Drop Radar and strong Nape Pro crowdfunding data.
Dec 02	Brand/event initiative	Positive	-2.0%	Becoming Aces Awards and new Rising Star in Digital Impact program.
Nov 25	Content expansion	Positive	+1.8%	Launch of INSAIDA video news program under Business Insider Japan.

Pattern Detected

Positive operational and partnership news has produced mixed reactions, with both rallies and selloffs following seemingly constructive updates.

Recent Company History

This announcement follows a series of growth and branding initiatives. In Nov–Dec 2025, TNMG launched new media products like INSAIDA and iGood Price-Drop Radar, reported strong crowdfunding traction exceeding ¥200 million, and hosted events such as the Becoming Aces Awards and INSIDE Future Day 2025. A major AdTech data partnership with CMoney, covering 10 million monthly users, also featured recently. Against this backdrop, today’s focus on improved financing terms and operational execution continues a theme of building scale while managing capital structure.

Market Pulse Summary

The stock dropped -17.3% in the session following this news. A negative reaction despite constructive language from Sidoti fits a pattern where positive news sometimes coincided with declines, such as reactions of -1.12% and -1.96% after prior upbeat updates. The stock traded near its $0.241 52-week low and well below the $0.53 200-day MA, so sentiment was already fragile. The new $1.67M convertible note and five-year warrant may raise dilution concerns, even as mechanics aim to defer conversions and ease near-term stock overhang.

Key Terms

senior convertible note financial

"the company issued a senior convertible note with $1.67 million of principal"

A senior convertible note is a loan a company issues that sits near the top of its repayment order and can be exchanged for the company’s stock under set conditions. Think of it like a high-priority IOU that also includes a coupon you can choose to turn into shares instead of taking cash back. It matters to investors because it affects who gets paid first if the company struggles and can dilute existing shareholders if the notes convert into new shares.

original issue discount financial

"or $1.5 million net of a 10% original issue discount"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

prepayment right financial

"an optional prepayment right subject only to a make-whole amount"

A prepayment right is the option that lets one party—most often a borrower or issuer—pay off a loan or redeem a bond before the scheduled due date. For investors, this matters because early repayment changes expected interest and principal timing: it can cut future income, force reinvestment at unknown rates, and alter the security’s value much like a homeowner paying off a mortgage early changes the lender’s cash flow.

make-whole amount financial

"optional prepayment right subject only to a make-whole amount with no additional redemption premium"

A make-whole amount is the cash payment a borrower must give investors when it pays off a bond or loan early, designed to compensate them for lost future interest. Think of it like an early-termination fee that equals the current value of the remaining scheduled payments (often calculated using a set interest rate) so investors are put “made whole”; it matters because it changes how costly early refinancing is and affects bond values and investor returns.

warrant financial

"The transaction also included the issuance of a five-year warrant with an exercise price"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

resale registration regulatory

"exercisable for cash when a resale registration is effective or on a cashless basis otherwise"

Resale registration is the formal filing with securities regulators that allows previously restricted or privately held shares to be sold publicly. Think of it as getting official permission to unlock and list a sealed package of stock so it can be traded openly; that matters to investors because it increases liquidity, can change the number of shares available on the market, and reduces legal risk for sellers, all of which can affect a company’s share price.

AI-generated analysis. Not financial advice.

TOKYO, Dec. 15, 2025 /PRNewswire/ -- TNL Mediagene (Nasdaq: TNMG) (the "Company"), a Tokyo-based next-generation digital media and data group in Asia, today announced that Sidoti & Company, LLC ("Sidoti") has published an update note highlighting improved financial flexibility and focus on operational execution at the Company.

"We view 2026 as a transition year for TNL Mediagene, with attention shifting from capital structure actions to operating execution following the resolution of prior SPAC-related issues. With these matters addressed, management enters the year focused on executing its operating strategy rather than managing legacy balance sheet considerations. This month, the company issued a senior convertible note with $1.67 million of principal, or $1.5 million net of a 10% original issue discount. The revised structure includes an 18-month maturity, no installment payments during the first six months following issuance, an optional prepayment right subject only to a make-whole amount with no additional redemption premium, and limits on acceleration tied to daily trading volume. The transaction also included the issuance of a five-year warrant with an exercise price set at a premium to the initial conversion price. Relative to the prior convertible note, which was fully repaid in November 2025, we believe these mechanics defer potential conversion activity and constrain the pace at which shares could enter the market, thereby reducing near-term stock overhang risk while providing incremental financial flexibility. Management has also indicated that the company is now shelf eligible, which we view as supportive of improved capital flexibility following the resolution of prior capital structure issues," Sidoti analyst Daniel Harriman wrote.

Sidoti initiated research coverage of the Company in July this year.

The report, including disclosures, can be found here.

Important Note Regarding Analyst Reports

Please note that any opinions, estimates or forecasts regarding TNL Mediagene's performance made by research analysts, including Sidoti, are theirs alone and do not represent opinions, forecasts or predictions of TNL Mediagene or its management. TNL Mediagene does not by its reference or distribution imply its endorsement of or concurrence with such information, conclusions or recommendations.

About Sidoti & Company

Sidoti & Company is a financial services firm specializing in independent equity research for small-cap and micro-cap companies, providing services like equity research, sales efforts, investor conferences, and corporate access to over 500 institutional clients. Founded over two decades ago, the firm is registered with FINRA and the SEC, with an emphasis on providing visibility and market efficiency for companies with market capitalizations between $50 million and $5 billion. Sidoti also operates a Company Sponsored Research (CSR) program and has launched Lighthouse Equity Research to serve specific company needs. Sidoti & Company initiated research coverage on the Company in a report published on July 2, 2025. The report was disseminated to customers of Sidoti & Company and a link to a copy of the report is available here: https://www.sidoti.com/tnmg

About TNL Mediagene

Headquartered in Tokyo, TNL Mediagene was formed in May 2023 through the merger of Taiwan's The News Lens Co., Ltd. and Japan's Mediagene Inc., two of the region's leading independent digital media groups. The company's operations span original and licensed media brands in Japanese, Chinese, and English, covering topics such as news, business, technology, science, food, sports, and lifestyle. It also offers AI-driven advertising services, marketing technology platforms, e-commerce, and innovative solutions tailored to the needs of advertising agencies. Known for its political neutrality, appeal to younger audiences, and high-quality content, TNL Mediagene has approximately 500 employees across Asia, with offices in Japan, Taiwan, and Hong Kong.

https://www.tnlmediagene.com/

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs and assumptions and on information currently available to TNL Mediagene. Forward-looking statements generally relate to future events or TNL Mediagene's future financial or operating performance. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing," "target," "seek" or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Forward-looking statements in this communication include, but are not limited to, statements about TNL Mediagene's future business plan and growth strategies and statements by TNL Mediagene's management. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for TNL Mediagene to predict these events or how they may affect TNL Mediagene. In addition, risks and uncertainties are described in TNL Mediagene's filings with the Securities and Exchange Commission, including the risks and uncertainties set forth under the heading "Risk Factors" in TNL Mediagene's Annual Report on Form 20-F filed on April 30, 2025, as may be supplemented or amended by the TNL Mediagene's Reports of a Foreign Private Issuer on Form 6-K. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. TNL Mediagene cannot assure you that the forward-looking statements in this communication will prove to be accurate. There may be additional risks that TNL Mediagene presently does not know or that TNL Mediagene currently does not believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by TNL Mediagene, its directors, officers or employees or any other person. Except as required by applicable law, TNL Mediagene does not have any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of TNL Mediagene as of any date subsequent to the date of this communication.

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SOURCE TNL Mediagene

FAQ

What did Sidoti say about TNL Mediagene (TNMG) on December 15, 2025?

Sidoti highlighted improved financial flexibility, reduced near‑term stock overhang, and a shift to operating execution for 2026.

How much did TNL Mediagene raise with the senior convertible note (TNMG)?

The company issued a senior convertible note with $1.67 million principal, or $1.5 million net after a 10% original issue discount.

What are the key terms of the TNMG convertible note issued in December 2025?

Key terms include an 18‑month maturity, no installment payments during the first six months, limited acceleration tied to daily trading volume, and an optional prepayment right with a make‑whole amount.

How does the new note affect TNMG's share overhang risk?

Sidoti stated the revised mechanics are expected to defer conversion activity and constrain how quickly shares could enter the market, reducing near‑term overhang risk.

When was TNMG's prior convertible note repaid?

The prior convertible note was fully repaid in November 2025.

What does shelf eligibility mean for TNL Mediagene (TNMG)?

Shelving makes the company eligible to raise capital through registered offerings, which Sidoti views as supportive of improved capital flexibility.