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 January 2026
Commission File Number 001-42424
TNL Mediagene
| 23-2 Maruyamacho |
|
4F., No. 88, Yanchang Rd. |
| Shibuya-ku, Tokyo 150-0044 |
|
Xinyi District |
| Japan |
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Taipei City 110 |
| +81-(0)3-5784-6742 |
|
Taiwan |
| |
|
+866-2-6638-5108 |
(Address of principal executive offices)
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 ☒ Form
40-F ☐
Explanatory Note
As previously reported on a Form 6-K filed with
the U.S. Securities and Exchange Commission on December 24, 2025, TNL Mediagene, a Cayman Islands company (the “Company”),
received a letter from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) dated
December 19, 2025, notifying that the Company’s request for continued listing on The Nasdaq Capital Market has been granted, subject
to the Company demonstrating compliance with the Listing Rule 5550(a)(2) (the “Bid Price Rule”) on or before January 7, 2026.
On January 20, 2026, the Company received a letter
(the “Letter”) from Nasdaq, confirming that the Company regained compliance with the Bid Price Rule, and is in full compliance
with the terms set forth in the Panel’s decision letter dated December 19, 2025.
In addition, pursuant to its authority under the
Listing Rule 5815(d)(4)(A), the Panel has determined to impose a Discretionary Panel Monitor for a period of one year from the date of
the Letter. If within that one-year monitoring period, the Company fails to maintain compliance with any continued listing requirement,
the Listing Qualifications Department (the “Staff”) will not be permitted to grant additional time for the Company to regain
compliance with respect to the deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to the Listing
Rule 5810(c)(3). Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new
hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable, as provided by the Listing Rule
5815(d)(4)(C).
A copy of the press release regarding the Letter
confirming that the Company regained compliance and notifying that the Company is subject to a Discretionary Panel Monitor for a period
of one year from the date of the Letter is furnished herewith as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference
herein.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release by TNL Mediagene dated January 22, 2026 |
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.
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TNL Mediagene. |
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| Date: January 22, 2026 |
By: |
/s/ Tzu-Wei Chung |
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Name: |
Tzu-Wei Chung |
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Title: |
Chief Executive Officer |
2
Exhibit 99.1
TNL
Mediagene Regains Compliance with Nasdaq’s Bid Price Rule
TOKYO and TAIPEI, Jan. 22, 2026 /PRNewswire/ -- TNL Mediagene (Nasdaq:
TNMG) (the “Company”), a Tokyo-based next-generation digital media and data group in Asia, today announced that it received
a letter from the Nasdaq Stock Market LLC (“Nasdaq”) on January 20, 2026, that the Company has regained compliance with Listing
Rule 5550(a)(2) (the “Bid Price Rule”), as required by the Nasdaq Hearings Panel’s (the “Panel”) decision
dated December 19, 2025.
The Nasdaq staff made this determination of compliance after the closing
bid price of the Company’s Ordinary Shares has been at $1.00 per share or greater for fifteen consecutive trading days from December
23, 2025 to January 14, 2026. Accordingly, the Company has regained compliance with the Bid Price Rule.
The Panel also has determined to impose a Discretionary Panel Monitor
under Listing Rule 5815(d)(4)(A) for a period of one year from the date of this letter, to make sure that the Company proactively addresses
any future potential compliance concerns and demonstrates long-term compliance with Nasdaq’s continued listing requirements. If
the Panel or the Listing Qualifications Department determines that the Company fails any listing standard during the one-year monitoring
period, then, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Listing Qualifications Department with
a plan of compliance with respect to any deficiency that arises during the one-year monitoring period, and the Listing Qualifications
Department will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will
the company be afforded an applicable cure or compliance period pursuant to Rule 5810(c)(3). Instead, the Nasdaq staff will issue a Delist
Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings
Panel if the initial Panel is unavailable, as provided by the Listing Rule 5815(d)(4)(C).
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. 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/
For further information, please contact
E-mail：pr@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.
