TNL Mediagene (Nasdaq: TNMG) regains compliance but faces one-year monitor

Rhea-AI Filing Summary

TNL Mediagene has regained compliance with Nasdaq’s minimum bid price requirement, allowing its shares to remain listed on the Nasdaq Capital Market. Nasdaq confirmed that the company met Listing Rule 5550(a)(2) after the closing bid price of its ordinary shares stayed at $1.00 per share or higher for fifteen consecutive trading days from December 23, 2025 to January 14, 2026.

At the same time, Nasdaq’s Hearings Panel imposed a one-year Discretionary Panel Monitor starting January 20, 2026. During this period, if the company fails any continued listing standard, it will not receive extra time or a cure period; instead, Nasdaq staff will issue a delisting determination, though the company may request a new hearing.

Positive

• Nasdaq bid-price compliance regained: TNL Mediagene satisfied Listing Rule 5550(a)(2) after its ordinary shares closed at $1.00 or more for fifteen consecutive trading days, removing an immediate delisting threat.

Negative

• Strict one-year monitoring period: A Discretionary Panel Monitor under Listing Rule 5815(d)(4)(A) means any new listing deficiency within one year leads directly to a Delist Determination Letter, without additional cure time.

Insights

Equity listing & market structure analyst

Nasdaq bid-price compliance restored, but a strict one-year monitor raises ongoing listing risk.

TNL Mediagene has cleared an immediate listing threat by regaining compliance with Nasdaq’s Bid Price Rule. Nasdaq staff confirmed that the company’s ordinary shares maintained a closing bid of at least $1.00 for fifteen consecutive trading days from December 23, 2025 to January 14, 2026, satisfying Listing Rule 5550(a)(2) as required by the Hearings Panel’s December 2025 decision.

However, the company will be under a Discretionary Panel Monitor for one year from January 20, 2026 under Listing Rule 5815(d)(4)(A). During this monitoring period, if any continued listing requirement is breached, the Listing Qualifications Department cannot grant additional time or accept a compliance plan under Rules 5810(c)(2) and 5810(c)(3). Instead, Nasdaq staff must issue a Delist Determination Letter, and the company’s primary recourse would be to request a new hearing with the Panel as provided under Listing Rule 5815(d)(4)(C).

Overall, this development removes a near-term delisting trigger while putting the company on a tighter leash for the next year. The balance of reduced immediate risk and heightened future sensitivity to any compliance lapse makes this event moderately positive but still conditioned on maintaining all Nasdaq standards during the monitoring period.

FAQ

What did TNL Mediagene (TNMG) announce regarding its Nasdaq listing?

TNL Mediagene announced that it received a letter from Nasdaq on January 20, 2026 confirming it has regained compliance with Listing Rule 5550(a)(2), the Bid Price Rule, thereby satisfying conditions for continued listing on the Nasdaq Capital Market.

How did TNL Mediagene regain compliance with Nasdaq’s Bid Price Rule?

Nasdaq staff determined TNL Mediagene was back in compliance after the closing bid price of its ordinary shares was at least $1.00 per share for fifteen consecutive trading days from December 23, 2025 to January 14, 2026.

What is the one-year Discretionary Panel Monitor imposed on TNL Mediagene?

Under Listing Rule 5815(d)(4)(A), the Nasdaq Hearings Panel has placed TNL Mediagene under a Discretionary Panel Monitor for one year from January 20, 2026, during which the company’s compliance with all continued listing standards will be closely overseen.

What happens if TNL Mediagene falls out of compliance during the monitoring period?

If TNL Mediagene fails any listing standard during the one-year monitoring period, the Listing Qualifications Department cannot grant additional time or accept a compliance plan. Nasdaq staff instead will issue a Delist Determination Letter, though the company may then request a new hearing with the Hearings Panel.

Does TNL Mediagene still risk delisting from Nasdaq?

The immediate bid-price deficiency has been resolved, but during the one-year Discretionary Panel Monitor, any new compliance failure with Nasdaq’s continued listing requirements would trigger a Delist Determination Letter rather than a normal cure period.

What type of company is TNL Mediagene?

TNL Mediagene is described as a Tokyo-based next-generation digital media and data group in Asia, operating media brands in Japanese, Chinese, and English, and providing AI-driven advertising, marketing technology platforms, e-commerce, and related solutions.

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

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 01/22/2026 - 10:47 AM Learn about SEC filing dates

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		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

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.

	TNL Mediagene.
Date: January 22, 2026	By:	/s/ Tzu-Wei Chung
		Name:	Tzu-Wei Chung
		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.