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 June 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
On June 22, 2026, TNL Mediagene, a Cayman Islands
exempted company (the “Company”), received a staff determination letter (the “Determination Letter”) from the staff
of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its securities
are subject to delisting from The Nasdaq Capital Market.
The Determination Letter states that the closing
bid price of the Company’s ordinary shares has been below $1.00 per share for 30 consecutive business days, from May 7, 2026 through June
18, 2026, and the Company is therefore not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Because the Company effected a reverse stock split during the prior one-year period, pursuant to Listing Rule 5810(c)(3)(A)(iv) the Company
is not eligible for any compliance period and the Listing Qualifications Department is required to issue a staff delisting determination.
The Company is also subject to a Discretionary Panel Monitor for one year in accordance with Listing Rule 5815(d)(4)(A), as established
by the Nasdaq Hearings Panel’s letter dated January 20, 2026.
The Determination Letter further states that the
Company’s previously notified non-compliance with the $2,500,000 minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1),
as set forth in Staff’s notification dated May 6, 2026 and previously disclosed by the Company on Form 6-K, serves as an additional and
separate basis for delisting.
The Company intends to timely request a hearing
before a Nasdaq Hearings Panel (the “Panel”) to appeal the Determination Letter. The hearing request will automatically stay
the suspension of the Company’s securities and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, the Company will
present its plan to regain compliance with the applicable continued listing requirements.
The Determination Letter has no immediate effect
on the listing of the Company’s ordinary shares on The Nasdaq Capital Market, which will continue to trade under the symbol “TNMG”
pending the Panel’s decision. There can be no assurance that the Panel will grant the Company’s request for continued listing or that
the Company will be able to regain compliance with the applicable Nasdaq listing requirements.
A copy of the press release issued by the Company
on June 26, 2026 announcing the receipt of the Determination Letter is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated
by reference herein.
The information in this Report on Form 6-K, including
Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in
such filing.
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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|
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| Date: June 26, 2026 |
By: |
/s/ Motoko Imada |
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|
Name: |
Motoko Imada |
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|
Title: |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release by TNL Mediagene dated June 26, 2026 |
Exhibit 99.1
TNL Mediagene Receives Nasdaq Delisting Determination and Plans to Request Hearing
TOKYO, JAPAN, JUNE 26, 2026 — TNL Mediagene (Nasdaq:
TNMG) (the “Company”), a technology and digital media company providing AI-driven advertising, marketing technology, content
commerce and data analytics solutions, and operating multi-language digital media brands across Asia, today announced that on June
22, 2026, the Company received a staff determination letter (the “Determination Letter”) from the staff of the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that its securities are subject to delisting from
The Nasdaq Capital Market.
The Determination Letter states that the closing bid price of the Company’s
ordinary shares has been below $1.00 per share for 30 consecutive business days, from May 7, 2026 through June 18, 2026, and the Company
is therefore not in compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). Because the Company effected
a reverse stock split during the prior one-year period, pursuant to Listing Rule 5810(c)(3)(A)(iv) the Company is not eligible for any
compliance period in connection with such non-compliance. The Company is also subject to a Discretionary Panel Monitor for a period of
one year in accordance with Listing Rule 5815(d)(4)(A), as established by the Nasdaq Hearings Panel’s letter dated January 20, 2026 and
previously disclosed by the Company.
The Determination Letter further states that the Company’s previously
notified non-compliance with the $2,500,000 minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1), as set forth
in Staff’s notification dated May 6, 2026 and previously disclosed by the Company on Form 6-K filed on May 12, 2026, serves as an additional
and separate basis for delisting.
The Company intends to timely request a hearing before a Nasdaq Hearings
Panel (the “Panel”) to appeal the Determination Letter. The hearing request will automatically stay the suspension of the Company’s
securities and the filing of a Form 25-NSE pending the Panel’s decision. At the hearing, the Company will present its plan to regain compliance
with the applicable continued listing requirements. The Determination Letter has no immediate effect on the listing of the Company’s ordinary
shares on The Nasdaq Capital Market, which will continue to trade under the symbol “TNMG” pending the Panel’s decision. There
can be no assurance that the Panel will grant the Company’s request for continued listing or that the Company will be able to regain compliance
with the applicable Nasdaq listing requirements.
About TNL Mediagene
Headquartered in Tokyo, TNL Mediagene (Nasdaq: TNMG) is a technology
and digital media company providing AI-driven advertising, marketing technology, content commerce and data analytics solutions, and operating
multi-language digital media brands 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/
For further information, please contact:
Media: PR@tnlmediagene.com
Investors: IR@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,” “aim,”
“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 regarding statements about TNL Mediagene’s future business plan and growth strategies, including
any compliance plan, 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 FY2025 Annual Report on Form 20-F filed on April 30, 2026, 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 material 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.
