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 October 2026
Commission File Number 001-42424
TNL Mediagene
|
23-2 Maruyamacho
Shibuya-ku, Tokyo 150-0044
Japan
+81-(0)3-5784-6742 |
|
4F., No. 88, Yanchang Rd.
Xinyi District
Taipei City 110
Taiwan
+886-2-6638-5108 |
(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 ☐
Entry into Material Definitive Agreement
On October 19, 2026, TNL Mediagene (the “Company”) entered
into a Securities Purchase Agreement (the “Purchase Agreement”) with Vector Advisory Partners LLC, a Wyoming limited liability
company (“Vector” or the “Buyer”), pursuant to which Vector agreed to purchase newly authorized Series A Convertible
Preferred Shares and Series B Convertible Preferred Shares of the Company (collectively, the “Preferred Shares”) for an aggregate
purchase price of $6.25 million (the “Transaction”). Vector may designate an affiliate or acquisition special purpose vehicle
to acquire the Preferred Shares only with the Company’s prior written consent and satisfaction of specified compliance, funding
and joinder requirements. Vector will remain jointly and severally liable for all Buyer obligations.
Concurrently with execution of the Purchase Agreement, Vector paid
the Company $1.5 million in immediately available funds (the “Signing Payment”). The Signing Payment is non-refundable, immediately
available for the Company’s use and creditable dollar-for-dollar against the purchase price at closing. At the closing, Vector is
required to pay the remaining $4.75 million in accordance with a mutually approved closing flow-of-funds memorandum. Following approved
payoffs and transaction expenses, the remaining proceeds will be retained by the Company as permanent equity and working capital, including
an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves. Up to $800,000 may be designated after
closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal and Nasdaq requirements.
At the closing, the Company expects to issue approximately 938,257
Series A Convertible Preferred Shares for an allocated purchase price of approximately $1.56 million and approximately 2,816,647 Series
B Convertible Preferred Shares for an allocated purchase price of approximately $4.69 million. Each series will have an original issue
price of approximately $1.66449 per share and a 1.0x non-participating liquidation preference equal to its original issue price. The Preferred
Shares will be perpetual, non-puttable preferred equity, with no stated maturity, mandatory redemption, holder put right or mandatory
cash dividend. If the Company declares a dividend or other distribution on its ordinary shares, other than a dividend payable solely in
ordinary shares, holders of the Preferred Shares will be entitled to participate on an as-converted basis, without regard to applicable
conversion limitations. Subject to the limitations summarized below, each Preferred Share will be convertible into one ordinary share
of the Company.
Before receipt of the shareholder, Nasdaq, Cayman Islands and other
approvals required under the Purchase Agreement (collectively, the “Requisite Approvals”), the Series A Convertible Preferred
Shares will carry only those conversion and governance rights that may be exercised without further approval and are expected to represent
approximately 19.99% of the Company’s fully diluted ordinary shares on an as-converted basis. The Series B Convertible Preferred
Shares will be issued and fully paid at closing but will not be convertible unless and until the applicable Requisite Approvals are obtained
and effective. Following receipt of the Requisite Approvals, the Preferred Shares collectively are expected to represent approximately
80% of the Company’s fully diluted ordinary shares on an as-converted basis, resulting in a change of control of the Company. No
ordinary shares will be issued to Vector at closing, and failure to obtain the Requisite Approvals will not invalidate the Preferred Shares,
require their redemption or repurchase, or cause any approval-gated conversion or governance rights to become exercisable.
Following the closing, the Company will use commercially reasonable
efforts to obtain the Requisite Approvals. The Company’s board of directors will not be required to recommend or take any action
that it determines, after consultation with counsel, would be inconsistent with its fiduciary duties.
The closing is expected to occur on a mutually agreed date no later
than the tenth calendar day following the effective date of the Purchase Agreement, subject to satisfaction or permissible waiver of specified
conditions, including required corporate and regulatory approvals, delivery of applicable transaction and capitalization documentation,
completion of compliance reviews, confirmation of the intended accounting treatment and absence of specified adverse events or legal restraints.
Vector’s obligation to close is not subject to any due-diligence, confirmatory-review, financing or discretionary-satisfaction condition.
At the closing and simultaneously with payment of the closing consideration,
Vector may designate one individual for appointment to the Company’s board of directors, subject to applicable law, Nasdaq and Cayman
Islands requirements, the Company’s organizational documents and completion of customary diligence. Additional approval-gated governance
rights, including those associated with the anticipated change of control, will become effective only after receipt of the applicable
Requisite Approvals and satisfaction of the applicable conditions.
The Purchase Agreement permits the Company to continue evaluating,
negotiating and consummating the proposed management buyouts of its Japanese and Taiwan businesses without Vector’s consent. Until
the earlier of closing or termination, the Company is otherwise subject to customary exclusivity restrictions relating to competing financings,
changes of control, sales, mergers, reverse mergers, recapitalizations and strategic transactions, subject to the terms and exceptions
in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties,
covenants, confidentiality, trading, indemnification and termination provisions. It may be terminated before closing by mutual written
consent; by the Company if the closing has not occurred by the contractual outside date and the Company is not then in material breach;
by either party following specified final legal restraints or uncured material breaches; or by the Company in specified regulatory, transaction-structure,
fiduciary-duty or alternative-transaction circumstances. Specific performance may be available in specified circumstances.
The representations, warranties and covenants contained in the Purchase
Agreement were made solely for the benefit of the parties and may be subject to qualifications and limitations agreed upon by them. Accordingly,
the Purchase Agreement is furnished as an exhibit to this Report on Form 6-K to provide investors with information regarding its terms
and not to provide investors with any other factual information regarding the Company, Vector or their respective businesses. Investors
should read the Purchase Agreement together with the Company’s other filings and furnished reports with the Securities and Exchange
Commission.
The foregoing description of the Purchase Agreement, the Preferred
Shares and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, including the preferred-share term sheet attached as Exhibit A thereto, which is furnished as Exhibit 10.1 to this Report on
Form 6-K and incorporated herein by reference.
Unregistered Sale of Equity Securities
The Preferred Shares will be issued in a private placement exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities
Act and Regulation S. The Preferred Shares and any ordinary shares issuable upon conversion have not been registered under the Securities
Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption
from registration.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| 10.1 |
|
Securities Purchase Agreement, dated as of October 19, 2026, by and between TNL Mediagene and Vector Advisory Partners LLC (including Exhibit A, Preferred Share Terms). |
| 99.1 |
|
Press Release of TNL Mediagene, dated October 21, 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.
| |
TNL MEDIAGENE |
| |
|
|
| Date: October 21, 2026 |
By: |
/s/ Motoko Imada |
| |
Name: |
Motoko Imada |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TNL Mediagene Announces $6.25 Million Strategic
Investment from Vector Advisory Partners and Anticipated Change of Control Transaction
TOKYO, October 21, 2026 -- TNL Mediagene (Nasdaq: TNMG) (the
“Company”) today announced that it has entered into a Securities Purchase Agreement with Vector Advisory Partners LLC (“Vector”)
providing for a $6.25 million strategic equity investment in the Company through the purchase of newly authorized Series A Convertible
Preferred Shares and Series B Convertible Preferred Shares. Subject to receipt of required shareholder, Nasdaq, Cayman Islands and other
approvals, the transaction is expected to result in Vector holding securities representing approximately 80% of the Company’s fully
diluted ordinary shares on an as-converted basis, resulting in a change of control of the Company.
Under the terms of the agreement, Vector will invest an aggregate of
$6.25 million, consisting of a $1.5 million signing payment and a $4.75 million closing payment. The Company expects to use the proceeds
for approved debt repayments and transaction expenses, with the remaining proceeds retained as permanent equity and working capital, including
an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves. Up to $800,000 may be designated after
closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal and Nasdaq requirements.
The investment is structured as perpetual preferred equity with a 1.0x
non-participating liquidation preference and no stated maturity, mandatory redemption obligation, holder put right or mandatory cash dividend.
At closing, the Company expects to issue approximately 938,257 Series A Convertible Preferred Shares for an allocated purchase price of
approximately $1.56 million and approximately 2,816,647 Series B Convertible Preferred Shares for an allocated purchase price of approximately
$4.69 million, with both series fully paid at closing and each series having an original issue price of approximately $1.66449 per share.
Before receipt of the required approvals, the Series A Convertible Preferred Shares will carry only those conversion and governance rights
that may be exercised without further approval and are expected to represent approximately 19.99% of the Company’s fully diluted
ordinary shares on an as-converted basis, consistent with applicable Nasdaq shareholder-approval limitations. The Series B Convertible
Preferred Shares will not be convertible or carry approval-gated governance rights unless and until the applicable approvals are obtained
and effective. Following receipt of those approvals, the two series together are expected to represent approximately 80% of the Company’s
fully diluted ordinary shares on an as-converted basis.
The transaction is expected to close on a mutually agreed date no later
than the tenth calendar day following the effective date of the Securities Purchase Agreement, subject to the satisfaction or permissible
waiver of specified closing conditions, including required corporate, regulatory and compliance matters. Vector’s obligation to
close is not subject to any due-diligence, confirmatory-review, financing or discretionary-satisfaction condition.
As part of the transaction, Vector may designate one individual for
appointment to the Company’s Board of Directors at closing, subject to applicable legal, Nasdaq and Cayman Islands requirements,
the Company’s organizational documents and customary director diligence. Additional governance rights contemplated by the transaction,
including governance rights associated with the anticipated change of control, will become effective only following receipt of the applicable
required approvals.
Management Commentary
Motoko Imada, Chief Executive Officer of the Company, commented:
“This transaction marks a pivotal transition for TNL
Mediagene. Following receipt of the required approvals, Vector is expected to hold securities representing a majority economic ownership
interest in the Company on an as-converted basis, and the transaction may result in related governance and strategic changes pursuant
to additional approved arrangements. As we move through closing and the transition process, our priorities will be an orderly process,
clear communication with our stakeholders and positioning the Company for its next chapter.”
“We are pleased to make this strategic investment,”
said Kristin Martin, Chief Executive Officer and Co-Owner of Vector Advisory Partners LLC. “We look forward to working with the
Board through the approval process and to building long-term value for all shareholders.”
Expected Change of Control
During the period before closing, the Company may continue to evaluate,
negotiate and, if appropriate, complete the proposed management buyouts of its Japanese and Taiwan businesses in accordance with the Securities
Purchase Agreement.
The transaction is structured to provide capital through the signing
payment and closing consideration while deferring certain conversion and governance rights pending receipt of required shareholder, Nasdaq,
Cayman Islands and other approvals. No ordinary shares will be issued to Vector at closing. The Series A Convertible Preferred Shares
are expected to represent approximately 19.99% of the Company’s fully diluted ordinary shares on an as-converted basis before those
approvals, while the Series A Convertible Preferred Shares and Series B Convertible Preferred Shares together are expected to represent
approximately 80% on that basis following their receipt. As a result, the Company expects the transaction to result in a change of control
upon the effectiveness of the required approvals and related governance rights. If the required approvals are not obtained, the Preferred
Shares will remain outstanding and will not be subject to redemption or repurchase solely as a result, but the approval-gated conversion
and governance rights will not become exercisable.
Additional Information Regarding the Transaction
The Company has provided additional information regarding the transaction
in a Report on Form 6-K furnished to the Securities and Exchange Commission. Investors and shareholders are encouraged to read the Form
6-K and the Securities Purchase Agreement furnished as an exhibit thereto because they contain important information regarding the transaction
and its terms.
The Preferred Shares and any ordinary shares issuable upon conversion
have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold
in the United States absent registration or an applicable exemption from registration.
About TNL Mediagene
Headquartered in Tokyo, TNL Mediagene (NASDAQ: TNMG) is a technology
company providing AI-powered advertising, marketing technology, content commerce, and data analytics solutions to brands and agencies
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/
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of applicable securities laws, including statements regarding the expected timing and completion of the transaction; the satisfaction
or waiver of closing conditions; the receipt and effectiveness of required shareholder, Nasdaq, Cayman Islands and other approvals (the
“Requisite Approvals”); the possibility that the Requisite Approvals may not be obtained and that approval-gated conversion
and governance rights may never become exercisable; the issuance, funding, conversion and ownership effects of the Preferred Shares; the
expected ownership percentages of Vector on an as-converted basis; the anticipated change of control and related changes in ownership,
governance and strategic direction; the potential dilution to existing shareholders; the Company’s anticipated use of proceeds,
including debt repayments, transaction expenses, working capital, operations, the operating-transition reserve and any issuer-repurchase
reserve; the evaluation, negotiation and potential completion of the proposed management buyouts of the Company’s Japanese and Taiwan
businesses; and the anticipated benefits of the transaction, future operations, business plans and strategic objectives. Forward-looking
statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the possibility
that the transaction may not be completed on the anticipated terms or at all; the failure to satisfy or waive closing conditions; delays
in or failure to obtain the Requisite Approvals; the possibility that approval-gated conversion and governance rights may never become
exercisable and the anticipated change of control may not occur; changes in the Company’s capitalization or the expected ownership
percentages; the amount and dilutive effect of ordinary shares issuable upon conversion of the Preferred Shares; changes in the anticipated
use of proceeds or the Company’s ability to apply the proceeds as contemplated; the ability to negotiate, finance, complete or realize
the anticipated benefits of the proposed management buyouts; market conditions; and other risks described in the Company’s filings
with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement except as required
by law.
For further information, please contact:
Media: PR@tnlmediagene.com
Investors: IR@tnlmediagene.com
