TNL Mediagene (Nasdaq: TNMG) Completes Repayment of Senior Convertible Note Originally Issued in Structured Financing

Rhea-AI Summary

TNL Mediagene (Nasdaq: TNMG) announced on November 11, 2025 that it has fully repaid the remaining outstanding principal balance and all accrued interest on a senior convertible note originally issued to 3i, LP in December 2024 with initial principal of approximately $4.7 million.

The Note was issued in a structured equity-linked financing and used to fund the company’s de-SPAC and Nasdaq listing-related expenses. With the repayment the company retired the sole convertible instrument whose conversion price and volume were solely at the lender’s option, substantially reducing potential share-conversion dilution and listing-related overhang and allowing management to focus on core operations and growth execution.

Positive

• Retired senior convertible note with initial principal of ~$4.7M
• Eliminated lender-determined conversion, reducing dilution overhang
• Removed the only outstanding convertible instrument affecting share conversion
• Frees management to focus on core business and growth execution

Negative

• None.

NEW YORK and TOKYO, Nov. 11, 2025 /PRNewswire/ -- TNL Mediagene (Nasdaq: TNMG) (the "Company"), a Tokyo-based next-generation digital media and data group in Asia, today announced that it has fully repaid the remaining outstanding principal balance and all accrued interest under its senior convertible note originally issued to 3i, LP in December 2024 with initial principal of approximately $4.7 million (the "Note").

The Note, which was issued as part of a structured equity-linked financing, was used entirely to fund the Company's de-SPAC and Nasdaq listing-related expenses. With this repayment, the Company has now retired the only outstanding convertible instrument in which the conversion price and volume were solely determined at the option of the lender, substantially reducing potential share-conversion-related dilution and overhang on the Company's ordinary shares. With those one-time costs now behind us, the Company is positioned to focus fully on its core business activities and operations.

"Completing this repayment is a significant milestone for us in our efforts to optimize and simplify the company's capital structure. We are very focused on aligning the company's capital structure with our strategic goals and choosing a funding strategy that allows our public shares to flourish. By eliminating this convertible instrument and removing the listing-related overhang, we are paving the way for clearer investor focus on business performance, rather than financing contingencies. We believe this clarity is a positive sign for our current and potential new investors as we execute our growth plans," Co-Founder & CEO Joey Chung commented.

About TNL Mediagene

Headquartered in Tokyo, TNL Mediagene was formed in May 2023 through the merger of Taiwan's The News Lens Co. and Japan's Mediagene Inc., two of the region's leading independent digital media groups. TNL Mediagene'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, ecommerce, 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 TNL Mediagene (TNMG) announce on November 11, 2025?

TNL Mediagene announced it fully repaid the remaining principal and all accrued interest on a senior convertible note originally issued in December 2024.

How large was the convertible note TNL Mediagene repaid (TNMG)?

The note had an initial principal of approximately $4.7 million and was fully repaid including accrued interest.

Why was the December 2024 note issued to 3i, LP by TNMG?

The note was issued as part of a structured equity-linked financing and was used to fund the company's de-SPAC and Nasdaq listing-related expenses.

What effect does repaying the convertible note have on TNMG shareholders?

Repayment retires the only convertible instrument with lender-determined conversion, substantially reducing potential share-conversion dilution and overhang.

Does the TNMG announcement change the company’s capital structure or strategy?

Yes; the company said the repayment optimizes and simplifies its capital structure and allows full focus on core business activities.

When was the original senior convertible note issued to 3i, LP for TNMG?

The senior convertible note was originally issued in December 2024.