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TNL Mediagene Announces Receipt of Deficiency Letter from Nasdaq

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TNL Mediagene (NASDAQ: TNMG) received a Nasdaq deficiency letter dated May 6, 2026, for not meeting Listing Rule 5550(b)(1) requiring at least $2.5 million in stockholders' equity.

The company reported equity of $918,088, has 45 days to submit a compliance plan, and may receive up to 180 days to regain compliance. There is no immediate delisting.

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Positive

  • No immediate delisting from Nasdaq Capital Market despite deficiency
  • 45 days to submit compliance plan, with possible 180-day remediation period

Negative

  • Stockholders' equity at $918,088 versus $2.5 million Nasdaq minimum
  • Does not meet alternative Nasdaq standards for market value or net income
  • Risk of future delisting if compliance plan is not accepted or executed

News Market Reaction – TNMG

-1.23%
4 alerts
-1.23% News Effect
-10.3% Trough Tracked
-$28K Valuation Impact
$2.29M Market Cap
0.4x Rel. Volume

On the day this news was published, TNMG declined 1.23%, reflecting a mild negative market reaction. Argus tracked a trough of -10.3% from its starting point during tracking. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $28K from the company's valuation, bringing the market cap to $2.29M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights that TNMG’s stockholders’ equity of $918,088 fell below Nasdaq’s $2.5 m...
Analysis

This announcement highlights that TNMG’s stockholders’ equity of $918,088 fell below Nasdaq’s $2.5 million requirement, triggering a deficiency notice and a 45-day window to submit a compliance plan. Recent history shows meaningful operational and AI-driven progress, but recurring listing challenges, including prior bid-price issues, introduce additional risk. Investors may watch for details of the compliance plan, progress on improving equity, and any further Nasdaq correspondence or financing actions.

Key Figures

Nasdaq equity requirement: $2.5 million Reported stockholders' equity: $918,088 Compliance plan window: 45 calendar days +3 more
6 metrics
Nasdaq equity requirement $2.5 million Minimum stockholders' equity per Nasdaq Listing Rule 5550(b)(1)
Reported stockholders' equity $918,088 Equity disclosed in Form 20-F for period ended Dec 31, 2025
Compliance plan window 45 calendar days Time from May 6, 2026 to submit Compliance Plan to Nasdaq
Compliance plan deadline June 22, 2026 Last date to submit Compliance Plan to Nasdaq
Potential compliance period 180 calendar days Maximum period from Deficiency Letter date to regain equity compliance
Nasdaq Listing Rule 5550(b)(1) Rule 5550(b)(1) Sets minimum stockholders’ equity requirement for continued listing

Historical Context

5 past events · Latest: Apr 14 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 14 AI project win Positive +25.2% Completed a $4.0M AI-powered Digital Studio engagement cutting review costs.
Apr 02 Strategy update Positive +0.0% Leadership realignment and 2026 plan targeting AI growth and positive EBITDA.
Mar 16 Content partnership Positive -1.6% Exclusive Moby content deal to launch Moby Japan on Business Insider Japan.
Feb 24 AI infrastructure Positive +7.2% Adopted AWS Kiro to scale AI-assisted engineering and product expansion.
Feb 12 Product award Positive +18.8% GIZMART’s Keychron Nape Pro won a major CES 2026 award with strong demand.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Positive AI and product news often coincided with double‑digit gains, but not all strategic updates were rewarded, indicating mixed follow‑through on good news.

Recent Company History

Over the last six months, TNMG highlighted several AI- and product-driven growth initiatives. On Feb 12, 2026, a product award and strong crowdfunding demand preceded a 18.8% gain. Subsequent AI initiatives with AWS Kiro on Feb 24 and a $4.0M Digital Studio project on Apr 14 saw moves of 7.22% and 25.2%, respectively. A leadership and strategy update on Apr 2 produced a flat reaction. Today’s Nasdaq equity-deficiency notice contrasts with those growth-focused updates and underscores balance sheet and listing-risk concerns.

Key Terms

form 20-f, nasdaq capital market
2 terms
form 20-f regulatory
"In the Company's Form 20-F for the period ended December 31, 2025 filed on April 30, 2026"
Form 20-F is the standardized annual disclosure that non-U.S. companies must file with the U.S. securities regulator when their shares are traded in the U.S.; it contains audited financial statements, a plain-language description of the business, management discussion, governance details and key risk factors. It matters to investors because it provides a consistent, comparable company “report card” and rulebook, helping buyers assess financial health, governance and risks before investing.
nasdaq capital market regulatory
"The Deficiency Letter does not result in the immediate delisting of the Company's ordinary shares on the Nasdaq Capital Market."
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Tokyo, Japan--(Newsfile Corp. - May 12, 2026) - TNL Mediagene (NASDAQ: TNMG) (the "Company"), a technology and digital media company providing AI-driven advertising, marketing technology, content commerce and data analytics solutions, and operating multi-language digital media brands across Asia, today announced that it received a notification letter dated May 6, 2026 (the "Deficiency Letter") from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (the "Nasdaq") notifying that the Company is no longer in compliance with the Nasdaq Listing Rule 5550(b)(1) for continued listing due to its failure to maintain a minimum of $2.5 million in stockholders' equity. In the Company's Form 20-F for the period ended December 31, 2025 filed on April 30, 2026, the Company reported stockholders' equity of $918,088, which is below the $2.5 million minimum required by Nasdaq Listing Rule 5550(b)(1). Nasdaq also determined that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations for continued listing.

The Deficiency Letter does not result in the immediate delisting of the Company's ordinary shares on the Nasdaq Capital Market. The Company has 45 calendar days from the date of the Deficiency Letter, or until June 22, 2026, to submit a plan (the "Compliance Plan") to Nasdaq to regain compliance with the minimum stockholders' equity standard. If the Compliance Plan is accepted by Nasdaq, the Company may be granted a compliance period of up to 180 calendar days from the date of the Deficiency Letter to evidence compliance.

The Company's management is considering various options available to regain compliance and maintain its continued listing on the Nasdaq Capital Market. The Company intends to submit the Compliance Plan as soon as practicable. This announcement is made in compliance with the Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a notification of deficiency.

About TNL Mediagene

Headquartered in Tokyo, TNL Mediagene (NASDAQ: TNMG) is a technology and digital media company providing AI-driven advertising, marketing technology, content commerce and data analytics solutions, and operating multi-language digital media brands across Asia. Formed in May 2023 through the merger of Japan's Mediagene Inc. and Taiwan's The News Lens Co., Ltd., the Company combines advertising and marketing technology platforms with a portfolio of established digital media brands to deliver integrated solutions for the evolving digital landscape.

The Company's technology offerings include AI-driven advertising, marketing and digital studio services, content commerce, and advanced data analytics capabilities. These solutions are supported by the Company's well-established multi-language digital media brands in Japanese, Chinese, and English, spanning business, technology, lifestyle, and culture, which provide audience engagement and first-party data.

Known for its appeal to younger audiences, and high-quality content, TNL Mediagene has approximately 480 employees with offices in Japan and Taiwan.

https://www.tnlmediagene.com/

For further information, please contact:

Media: PR@tnlmediagene.com

Investors: IR@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," "aim," "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 regarding statements about TNL Mediagene's future business plan and growth strategies, including any compliance plan, 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 FY2025 Annual Report on Form 20-F filed on April 30, 2026, 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 material 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/297102

FAQ

Why did TNL Mediagene (NASDAQ: TNMG) receive a Nasdaq deficiency letter in May 2026?

TNL Mediagene received a Nasdaq deficiency letter for not meeting the minimum $2.5 million stockholders' equity requirement. According to TNL Mediagene, its Form 20-F reported equity of $918,088, which falls below Nasdaq Listing Rule 5550(b)(1) for continued listing.

What Nasdaq listing rule is TNL Mediagene (TNMG) currently not complying with?

TNL Mediagene is not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires at least $2.5 million in stockholders' equity. According to TNL Mediagene, it also does not meet Nasdaq’s alternative standards for market value of listed securities or net income.

Does the Nasdaq deficiency letter mean TNL Mediagene (TNMG) will be delisted immediately?

The deficiency letter does not cause immediate delisting of TNL Mediagene shares. According to TNL Mediagene, the company retains its Nasdaq Capital Market listing while it prepares a compliance plan and attempts to regain compliance within the allowed timeframes.

How long does TNL Mediagene (TNMG) have to regain Nasdaq compliance after the May 2026 notice?

TNL Mediagene has 45 calendar days from May 6, 2026, to submit a compliance plan to Nasdaq. According to TNL Mediagene, if Nasdaq accepts the plan, the company may receive up to 180 days from the letter date to evidence compliance.

What steps is TNL Mediagene (TNMG) planning to take to address the Nasdaq deficiency notice?

TNL Mediagene’s management is considering various options to regain compliance and keep its Nasdaq Capital Market listing. According to TNL Mediagene, the company intends to submit the required compliance plan to Nasdaq as soon as practicable within the 45-day deadline.

What financial figures triggered the Nasdaq deficiency for TNL Mediagene (TNMG)?

The trigger was stockholders' equity of $918,088 reported for the period ended December 31, 2025. According to TNL Mediagene, this amount is below Nasdaq’s $2.5 million minimum equity requirement for continued listing under Listing Rule 5550(b)(1).