TNL Mediagene (NASDAQ: TNMG) issues $1.67M second convertible note with warrant

Rhea-AI Filing Summary

TNL Mediagene reports changes to its convertible financing arrangements and a new funding tranche. The company previously issued a senior convertible note with an aggregate principal amount of $4,722,222 and has fully repaid this Initial Note on November 11, 2025. On December 8, 2025, TNL Mediagene amended its existing securities purchase agreement with 3i, LP to revise key terms for future senior convertible notes, including maturity, installment payments, optional prepayment, and acceleration mechanics.

On the same date, the company issued a new senior convertible note to the investor with a principal amount of $1,666,667 (reflecting a $1,500,000 funding amount with a 10% original issue discount). In connection with this Second Note, TNL Mediagene also issued a five-year warrant to purchase its ordinary shares, with an exercise price set at 125% of the initial conversion price of the Second Note, exercisable for cash when a resale registration is effective or on a cashless basis otherwise.

Insights

Capital structure and convertible securities analyst

TNL Mediagene refinances with a smaller second convertible note and an attached warrant.

TNL Mediagene has shifted its financing profile by fully repaying a prior senior convertible note with an aggregate principal amount of $4,722,222 and entering a new phase of its agreement with 3i, LP. The amended securities purchase agreement updates key mechanics around maturity, installments, optional prepayment, and acceleration for future senior convertible notes, which can influence how and when debt may convert into equity.

The new senior convertible note issued on December 8, 2025 carries a principal amount of $1,666,667, corresponding to a $1,500,000 funding amount with a 10% original issue discount. Alongside this, the investor received a five-year warrant to purchase ordinary shares at an exercise price equal to 125% of the Second Note’s initial conversion price, with cash or cashless exercise depending on the status of a resale registration statement. The combined note and warrant structure ties potential future share issuance to both conversion and warrant exercise terms outlined in the attached exhibits.

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 December 2025

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

Amendment to Securities Purchase Agreement and Issuance of Second Tranche Convertible Note

As previously disclosed in Reports on Form 6-K filed by TNL Mediagene (the “Company”), on November 25, 2024 and December 17, 2024, on November 25, 2024, the Company entered a securities purchase agreement for issuance by the Company of a series of senior convertible notes (the “Original Note SPA”) with 3i, LP (the “Note Investor”), and issued and sold a senior convertible note in the aggregate principal amount of $4,722,222 ($4,250,000 with an original issue discount of 10%) (the “Initial Note”) under the Original Note SPA to the Note Investor. The Company has fully repaid the Initial Note on November 11, 2025.

On December 8, 2025, the Company and the Note Buyer entered into an Amendment to the Original Note SPA (the “Amendment”, and the Original Note SPA as amended by the Amendment, the “Note SPA”) to modify certain terms applicable to the issuance of the senior convertible notes to be issued under the Note SPA in the future, including revisions relating to maturity, installment payments, optional prepayment, and acceleration mechanics. Pursuant to the Note SPA, on December 8, 2025, the Company issued to the Note Investor a senior convertible note in the principal amount of US$1,666,667 ($1,500,000 with an original issue discount of 10%) (the “Second Note”). The Amendment and the Second Note include, among others, the following revised terms:

● a maturity of 18 months from the date of issuance,

● no installment payments during the initial six (6) months following the date of issuance,

● the Company’s optional prepayment right subject solely to the make-whole amount and without any additional redemption premium, and

● a limit on acceleration such that the Note Investor may not accelerate an aggregate amount in excess of 10% of the daily trading volume of the Company’s ordinary shares on any trading day.

The foregoing description of the Amendment and the Second Note does not purport to be complete and is qualified in its entirety by reference to the full text of each such document, forms of which are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Report on Form 6-K. The foregoing description of the Note SPA is qualified in its entirety by reference to the full text of such document, form of which is filed as an Exhibit to the Report on Form 6-K filed on November 25, 2024 and incorporated herein by reference.

Issuance of Warrant

In connection with the issuance of the Second Note, on December 8, 2025, the Company also issued to the Note Investor a warrant to purchase ordinary shares of the Company (the “Warrant”). The Warrant has a term of five (5) years, with an exercise price equal to 125% of the initial conversion price of the Second Note, subject to customary adjustments. The Warrant may be exercised for cash only at any time that a registration statement covering the resale of the underlying ordinary shares is effective and available; otherwise, the Warrant may be exercised on a cashless basis.

The foregoing description of the Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant filed as Exhibit 99.3 to this Report on Form 6-K.

Exhibit No.		Description of Exhibits
99.1		Amendment to Securities Purchase Agreement dated December 8, 2025
99.2		Form of Senior Convertible Note
99.3		Form of Warrant

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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: December 11, 2025	By:	/s/ Tzu-Wei Chung
		Name:	Tzu-Wei Chung
		Title:	Chief Executive Officer

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FAQ

What did TNL Mediagene (TNMG) announce in this Form 6-K?

TNL Mediagene disclosed that it has amended its securities purchase agreement with 3i, LP, issued a new senior convertible note with a principal amount of $1,666,667, and granted a related warrant to purchase its ordinary shares.

How much was the new senior convertible note issued by TNL Mediagene?

The new senior convertible note issued on December 8, 2025 has a principal amount of $1,666,667, based on a $1,500,000 funding amount with a 10% original issue discount.

What happened to TNL Mediagene's prior senior convertible note?

TNL Mediagene previously issued an Initial Note with an aggregate principal amount of $4,722,222, which the company has fully repaid on November 11, 2025.

What are the key changes in the amended securities purchase agreement for TNMG?

The amended securities purchase agreement revises terms for future senior convertible notes, including maturity, installment payments, optional prepayment, and acceleration mechanics, as described in the exhibits.

What are the main terms of the warrant issued by TNL Mediagene?

The warrant issued on December 8, 2025 has a five-year term and an exercise price equal to 125% of the Second Note’s initial conversion price. It can be exercised for cash when a resale registration is effective or on a cashless basis when it is not.

Where can investors find the full legal terms of TNMG's note and warrant?

The full forms of the Amendment, the Second Note, and the Warrant are filed as Exhibits 99.1, 99.2, and 99.3, respectively, to this report.