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
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 ☐
Completion of Sale of Japanese Business
As previously reported, on September 30, 2026,
TNL Mediagene (the “Company”) entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with MI
Company Inc., a Japanese joint-stock company (“MI Company”), pursuant to which the Company agreed to sell to MI Company all
of the issued and outstanding shares of TNL Mediagene Inc., a Japanese joint-stock company and wholly owned subsidiary of the Company
(the “Japan Holding Company”). The Japan Holding Company owns, directly or indirectly, all of the issued and outstanding shares
of Mediagene Inc. and Infobahn Inc. The sale of the Japan Holding Company and its subsidiaries to MI Company is referred to herein as
the “Japan Business Sale.” MI Company is a Japanese joint-stock company formed as the acquisition vehicle for an investor
group led by Motoko Imada, who served as the Company’s Chief Executive Officer and a member of the Company’s board of directors
(the “Board”) until the completion of the Japan Business Sale. As previously reported, the Japan Business Sale was reviewed,
evaluated and negotiated by a special committee of the Board comprised solely of disinterested and independent directors (the “Special
Committee”) and was approved by the Board acting on the Special Committee’s recommendation.
On October 30, 2026, the Company and MI Company
completed the Japan Business Sale. The Special Committee confirmed that its recommendation, the fairness opinion of Imperial Capital,
LLC and the Company’s corporate approvals of the Japan Business Sale remained in full force and effect as of the completion of the
Japan Business Sale.
The aggregate consideration payable by MI Company
under the Share Purchase Agreement is $5.5 million, subject to an adjustment based on changes in net intercompany debt liabilities from
a reference amount of $612,064 as of July 31, 2026 through the closing date, and to set-off, in each case as provided in the Share Purchase
Agreement, with the aggregate amount of any such adjustment and set-off capped at $500,000. At the closing, MI Company paid or satisfied
the entire $5.5 million of the purchase price, consisting of approximately $3.85 million in cash, approximately $0.15 million through
a set-off of net intercompany debt liabilities and the remaining $1.5 million through the assumption, discharge, cancellation or other
extinguishment of indebtedness under certain promissory notes of the Company.
Following the completion of the Japan Business
Sale, the Company continues to own and operate its business in Taiwan.
The foregoing description of the Share Purchase
Agreement and the Japan Business Sale does not purport to be complete and is qualified in its entirety by reference to the full text of
the Share Purchase Agreement, which was furnished as Exhibit 10.1 to the Company’s Report on Form 6-K furnished to the Securities
and Exchange Commission on October 2, 2026, which is incorporated herein by reference.
Resignation of Directors and Officers
In connection with the completion of the Japan
Business Sale, effective as of October 30, 2026, (i) Motoko Imada and Hiroto Kobayashi each resigned as a member of the Board, and (ii)
Motoko Imada resigned as the Company’s Chief Executive Officer, Hiroyuki Terao resigned as the Company’s Chief Financial Officer
and Aya Miyake resigned as the Company’s Chief Governance Officer. The resignations of Ms. Imada and Mr. Kobayashi from the Board
were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Nasdaq Listing Compliance
As a result of the transaction described above,
as of the date of this report on Form 6-K, the Company believes its stockholders’ equity exceeds the minimum $2.5 million requirement
set forth in Nasdaq Listing Rule 5550(b)(1) and has thereby demonstrated compliance with the Nasdaq Equity Requirement.
Press Release
On October 30, 2026, the Company issued a press
release announcing the completion of the Japan Business Sale. A copy of the press release is furnished as Exhibit 99.1 to this report
on Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release of TNL Mediagene, dated October 30, 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 30, 2026 |
By: |
/s/ Tae Jun Park |
| |
Name: |
Tae Jun Park |
| |
Title: |
General Counsel and Chief Corporate Affairs Officer |
Exhibit 99.1
TNL Mediagene Completes Sale of Japanese Business
in Management Buyout
Company continues to own and operate its business
in Taiwan; believes it has regained compliance with the Nasdaq stockholders’ equity requirement
TAIPEI, TAIWAN, October 30, 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 it
has completed the previously announced sale of its Japanese business to MI Company Inc., a Japanese joint-stock company formed as the
acquisition vehicle for an investor group led by Motoko Imada, the Company’s former Chief Executive Officer and a former member
of its board of directors, in a management buyout transaction.
Under the Share Purchase Agreement, the Company
sold all of the issued and outstanding shares of TNL Mediagene Inc., a company (Kabushiki Kaisha) duly incorporated under the laws
of Japan and the holding company for Mediagene Inc. and Infobahn Inc., for aggregate consideration of $5.5 million, subject to an adjustment
based on changes in net intercompany debt liabilities from a reference amount of approximately $0.6 million as of July 31, 2026 through
the closing date, and to set-off, in each case as provided in the Share Purchase Agreement, with the aggregate amount of any such adjustment
and set-off capped at $500,000.
At the closing, the buyer paid or satisfied the
entire $5.5 million of the purchase price, consisting of approximately $3.85 million in cash, approximately $0.15 million through a set-off
of net intercompany debt liabilities and the remaining $1.5 million through the assumption, discharge, cancellation or other extinguishment
of indebtedness under certain Company promissory notes.
In connection with the closing, Motoko Imada and
Hiroto Kobayashi resigned from the Company’s board of directors, and Ms. Imada, Hiroyuki Terao and Aya Miyake resigned from their
positions as Chief Executive Officer, Chief Financial Officer and Chief Governance Officer, respectively.
As a result of the transaction described above,
as of the date of this press release, the Company believes its stockholders’ equity exceeds the minimum $2.5 million requirement
set forth in Nasdaq Listing Rule 5550(b)(1) and has thereby demonstrated compliance with the Nasdaq Equity Requirement.
Independent Special Committee Process
As previously announced, the transaction was reviewed,
evaluated and negotiated by a special committee of the Company’s board of directors comprised solely of disinterested and independent
directors, which retained Greenberg Traurig, LLP as its independent legal advisor and Imperial Capital, LLC as its independent financial
advisor. Ms. Imada did not participate in the special committee’s deliberations or recommendation regarding the transaction. The
board approved the transaction acting on the special committee’s unanimous recommendation. The special committee confirmed that
its recommendation, the fairness opinion of Imperial Capital and the Company’s corporate approvals of the transaction remained in
full force and effect as of the completion of the transaction.
The Company Following the Transaction
The Company continues to own and operate its business
in Taiwan. As previously announced, on October 19, 2026, the Company entered into a Securities Purchase Agreement with Vector Advisory
Partners LLC. The special committee continues to oversee the Company’s evaluation of strategic alternatives. There can be no assurance
that any such alternative will be pursued or completed, or as to the terms or timing of any such transaction.
Additional Information
Additional information regarding the transaction,
including a copy of the Share Purchase Agreement, is available in the Company’s Report on Form 6-K furnished to the U.S. Securities
and Exchange Commission (the “SEC”) on October 2, 2026 and available at www.sec.gov and in the investor relations section
of the Company’s website.
About TNL Mediagene
Headquartered in Taipei, 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. 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 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 230 employees with offices in 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 forms 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. 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 speak only as of the date they
are 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 SEC, 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, 2026, as may be supplemented or amended by 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. Important factors include the Company’s ability to maintain compliance with
Nasdaq continued listing requirements; the Company’s ability to operate its business in Taiwan following the transaction; the transition
of the Company’s management and board of directors following the resignations described above; costs and expenses related to the
transaction; uncertainties relating to TNL Mediagene’s evaluation of strategic alternatives; and other risks described in TNL Mediagene’s
filings with the SEC. 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 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.
