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US$7M Aeolus note extension by GigaMedia (NASDAQ: GIGM)

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Form Type
6-K

Rhea-AI Filing Summary

GigaMedia Limited reports that it has signed a second amendment to its Aeolus Robotics convertible promissory note originally purchased on August 31, 2020. The note’s outstanding principal of US$7 million will continue to bear interest at 4% per year and is now due on May 31, 2026.

All or part of the principal may convert into Aeolus equity upon maturity, prepayment, certain events, Aeolus’s next equity financing, or its initial public offering, at the lower of US$1.25 per share or 80% of the applicable offering price. GigaMedia states that the amendment is intended to support Aeolus’s recent financing activities and that it may make additional investments in Aeolus securities in line with applicable laws.

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Insights

GigaMedia extends a US$7M Aeolus convertible note on fixed 4% terms.

The amendment keeps GigaMedia’s exposure to the Aeolus Robotics convertible note at US$7 million with a 4% annual interest rate, pushing maturity to May 31, 2026. This preserves both interest income and potential upside from equity conversion tied to future Aeolus financing milestones.

Conversion is allowed at the lower of US$1.25 per share or 80% of the offering price at maturity, prepayment, certain events, the next equity round, or an IPO. Actual impact depends on Aeolus’s ability to complete financings or an offering on favorable terms.

The amendment is described as supporting Aeolus’s recent financing activities, and GigaMedia notes it may enter further Aeolus securities transactions subject to law. Future company filings would clarify outcomes if Aeolus completes equity financings or an initial public offering that trigger conversion.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March, 2026

Commission File Number: 000-30540

 

GIGAMEDIA LIMITED

8F, No.22, Lane 407, Section 2, Tiding Boulevard

Neihu District

Taipei, Taiwan (R.O.C.)

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F [ x ] Form 40-F [ ]

 

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes [ ] No [ x ]

 

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) :82- .)

 

GIGAMEDIA LIMITED is submitting under cover of Form 6-K:

GigaMedia Announces Extension of Aeolus Convertible Note
(attached hereto as Exhibit 99.1)

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

GigaMedia Limited

 

(Registrant)

 

 

Date: March 2, 2026

By: /s/ HUANG, CHENG-MING

 

(Signature)

 

Name: HUANG, CHENG-MING

 

Title: Chief Executive Officer

 

 


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Press Release

Exhibit 99.1

FOR IMMEDIATE RELEASE

For further information contact:

 

 

 

Investor Relations Department

 

Country/City Code 8862 Tel: 2656-8000

 

ir@gigamedia.com.tw

 

 

GigaMedia Announces Extension of Aeolus Convertible Note

 

TAIPEI, Taiwan, March 2, 2026 – GigaMedia Limited (NASDAQ: GIGM) today announced that the Company has entered into and executed with Aeolus Robotics Corporation (“Aeolus”) an agreement of amendment to the Aeolus convertible promissory note previously purchased by GigaMedia on August 31, 2020 (the “Note”). This amendment is the second amendment to further extend the due date of the Note for the outstanding US$7 million principal, with advantageous terms and conditions.

For the further amended Note, the outstanding principal of US$7 million bearing an interest rate of 4% per annum, shall be due on May 31, 2026, and all or a portion of the principal amount under the further amended Note may be convertible upon maturity, upon prepayment or occurrence of certain events, upon its next round equity financing, or upon its initial public offering, at the lower of US$1.25 per share or 80% of the offering prices if applicable.

The agreement was entered into for the purpose of supporting Aeolus in carrying out its recent financing activities. GigaMedia continually reviews its investment alternatives and may enter into additional transactions of Aeolus’s securities from time to time in accordance with applicable laws.

About GigaMedia

 

Headquartered in Taipei, Taiwan, GigaMedia Limited (Singapore registration number: 199905474H) is a diversified provider of digital entertainment services in Taiwan and Hong Kong. GigaMedia's digital entertainment service business is an innovative leader in Asia with growing capabilities of development, distribution and operation of digital entertainments, as well as platform services for games with a focus on mobile games and casual games. More information on GigaMedia can be obtained from www.gigamedia.com.

 

 

The statements included above and elsewhere in this press release that are not historical in nature are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private


Securities Litigation Reform Act of 1995. GigaMedia cautions readers that forward-looking statements are based on the Company's current expectations and involve a number of risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. Information as to certain factors that could cause actual results to vary can be found in GigaMedia's Annual Report on Form 20-F filed with the United States Securities and Exchange Commission in April 2025.

 

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FAQ

What did GigaMedia (GIGM) announce regarding the Aeolus convertible note?

GigaMedia announced a second amendment to its Aeolus Robotics convertible promissory note. The amendment extends the US$7 million note’s maturity and maintains its 4% annual interest rate while keeping equity conversion features tied to future Aeolus financing events.

What are the key financial terms of GigaMedia’s Aeolus convertible note?

The outstanding principal is US$7 million, bearing interest at 4% per annum. Under the amended terms, the note is now due on May 31, 2026, and retains the ability to convert into Aeolus shares based on specified pricing provisions and future transactions.

How can GigaMedia’s Aeolus note convert into equity and at what price?

All or part of the principal may convert upon maturity, prepayment, certain events, Aeolus’s next equity financing, or its IPO. The conversion price is the lower of US$1.25 per share or 80% of the applicable offering price, providing a discount mechanism for potential equity participation.

Why did GigaMedia extend the maturity of the Aeolus convertible note?

GigaMedia states the amendment was entered into to support Aeolus Robotics in carrying out its recent financing activities. Extending the due date to May 31, 2026 gives Aeolus more time to complete financings that could trigger conversion or repayment of the note.

Does GigaMedia plan additional investments in Aeolus after this note amendment?

GigaMedia indicates it continually reviews investment alternatives and may enter additional transactions involving Aeolus securities. Any such future transactions would be conducted from time to time in accordance with applicable laws, reflecting an ongoing investment relationship with Aeolus.

What business does GigaMedia (GIGM) operate alongside its Aeolus investment?

GigaMedia is a diversified provider of digital entertainment services in Taiwan and Hong Kong. It focuses on developing, distributing, and operating digital entertainment and platform services for mobile and casual games, positioning itself as an innovative leader in Asia’s digital entertainment market.

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