TNL Mediagene (Nasdaq: TNMG) fully repays 3i notes and terminates financing deal
Rhea-AI Filing Summary
TNL Mediagene has fully repaid its senior convertible notes issued to 3i, LP and mutually terminated the related securities purchase agreement. The initial note had a principal amount of $4,722,222 and was repaid on November 11, 2025. The second note had a principal amount of $1,666,667 with accrued interest of $150,000.03 and was fully repaid on July 8, 2026, including repayments made in shares totaling 3,381,700 ordinary shares.
On July 23, 2026, the company and 3i entered into a Termination Agreement that extinguishes all obligations under the note facility and related documents and provides mutual releases between the parties. The company states that no convertible notes remain outstanding under this facility, substantially reducing convertible-instrument-related dilution and overhang on its ordinary shares. The 3i warrant issued in December 2025 and the ordinary share purchase agreement with Tumim Stone Capital, LLC remain in effect, and 3i retains a right to participate for up to 25% of certain new financings for one year.
Positive
- All senior convertible notes under the 3i facility have been repaid, including the $1,666,667 Second Note and prior $4,722,222 initial note, and the company states this leaves no convertible notes outstanding under the facility, "substantially reducing" related dilution and overhang.
Negative
- None.
Key Figures
Key Terms
senior convertible note financial
original issue discount financial
Registration Rights Agreement regulatory
Subsidiary Guarantee financial
Excluded Securities financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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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 July 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
Repayment of Senior Convertible Note and Termination of Securities Purchase Agreement
As previously disclosed in Reports of Foreign Private Issuer on Form 6-K furnished by TNL Mediagene, a Cayman Islands exempted company (the “Company”), on November 25, 2024, December 17, 2024 and December 12, 2025, on November 25, 2024, the Company entered into a securities purchase agreement for the issuance by the Company of a series of senior convertible notes (the “Original Note SPA”) with 3i, LP (the “Note Investor”), and on December 13, 2024, issued and sold to the Note Investor 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”) thereunder. The Company fully repaid the Initial Note on November 11, 2025.
On December 8, 2025, the Company and the Note Investor entered into an Amendment to the Original Note SPA (the “Amendment”, and the Original Note SPA as amended by the Amendment, the “Note SPA”), and, pursuant to the Note SPA, the Company issued to the Note Investor a senior convertible note in the principal amount of $1,666,667 ($1,500,000 with an original issue discount of 10%) (the “Second Note”). On July 8, 2026, the Company made the final payment for the Second Note, including the accrued interest of $150,000.03, and the Second Note was fully repaid on the same date. For the repayments of the Second Note, we have made payments in shares totaling 3,381,700 ordinary shares.
On July 23, 2026, the Company and the Note Investor entered into a Termination Agreement (the “Termination Agreement”). Pursuant to Section 8(a) of the Note SPA, which permits termination by mutual written consent of the parties, the Note SPA was terminated in full and rendered null and void upon execution and delivery of the Termination Agreement by both parties, and all past, current and future obligations of each of the parties under the Note SPA, including all rights and obligations with respect to any Subsequent Closing and any Additional Notes and Warrants under Section 1(b)(ii) of the Note SPA, were extinguished. The notes issued under the Note SPA, the registration rights agreement entered into between the Company and the Note Investor, the subsidiary guarantee and the irrevocable transfer agent instructions, in each case entered into in connection with the Note SPA, were also terminated and are of no further force or effect. The Termination Agreement provides for mutual releases by each of the Company and the Note Investor, and their respective related parties, in respect of claims arising in connection with the Note SPA at or prior to the effective time.
For the avoidance of doubt, the termination and releases contemplated by the Termination Agreement do not terminate, impair or otherwise affect, and each of the following remains in full force and effect in accordance with its terms: (i) the ordinary share purchase warrant issued by the Company to the Note Investor on December 8, 2025; and (ii) the Ordinary Share Purchase Agreement dated as of November 25, 2024 between the Company and Tumim Stone Capital, LLC, as amended, the registration rights agreement related thereto, and all rights and obligations of the parties thereunder.
The Termination Agreement further provides that, upon any issuance by the Company of ordinary shares or ordinary share equivalents for cash consideration, indebtedness or a combination thereof during the one-year period following the effective time (a “Subsequent Financing”), the Note Investor has the right to participate in such Subsequent Financing in an amount of up to 25% of such financing, on the same terms, conditions and price provided to other investors in the applicable Subsequent Financing, subject to the notice procedures, election periods and other conditions set forth therein, and excluding any Excluded Securities (as defined in the warrant issued to the Note Investor on December 8, 2025).
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K and incorporated by reference herein.
On July [27], 2026, the Company issued a press release announcing the repayment of the Second Note and the termination of the Note SPA. A copy of the press release is furnished as Exhibit 99.2 to this Report on Form 6-K and incorporated by reference herein.
This Report on Form 6-K, other than the press release furnished as Exhibit 99.2 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form F-1 (File No. 333-293957), and shall be a part of such Registration Statement from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company.
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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: July 29, 2026 | By: | /s/ Motoko Imada | |
| Name: | Motoko Imada | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 99.1 | Termination Agreement, dated as of July 23, 2026, by and between TNL Mediagene and 3i, LP | |
| 99.2 | Press Release by TNL Mediagene dated July 28, 2026 |
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Exhibit 99.1
TERMINATION AGREEMENT
This Termination Agreement (this “Agreement”) is entered into as of July 23, 2026 by and between TNL Mediagene, a company incorporated under the laws of the Cayman Islands (the “Company”), and 3i, LP, a Delaware limited partnership (the “Investor”). Each of the Company and the Investor may be referred to herein as a “Party” and together, the “Parties.”
WHEREAS, the Company and the Investor are party to that certain securities purchase agreement, dated as of November 25, 2024, as amended by the Amendment to the Securities Purchase Agreement dated December 8, 2025 (as amended, the “Purchase Agreement”);
WHEREAS, capitalized terms used and not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement;
WHEREAS, Section 8(a) of the Purchase Agreement provides that the Purchase Agreement may be terminated with the mutual written consent of the Company and the Investor; and
WHEREAS, the Company and the Investor desire to terminate the Purchase Agreement pursuant to the terms of hereof.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1. Representation and Warranties. Upon execution and delivery of this Agreement by both Partis (such time, the “Effective Time”), the Purchase Agreement shall be terminated in full and rendered null and void, and all past, current and future obligations, including, without limitation, all rights and obligations of either Party with respect to any Subsequent Closing, Additional Notes and Warrants under Section 1(b)(ii) of the Purchase Agreement (as amended), of each of the Parties under the Purchase Agreement shall be extinguished.
2. Representation and Warranties. Each Party hereby represents and warrants to the other Party that (a) such Party has full power and authority and has taken all action necessary to execute and deliver this Agreement and to fulfill the obligations hereunder and to consummate the transactions contemplated hereby, and (b) the execution, delivery and performance of this Agreement by such Party does not and will not: (i) violate, conflict with or result in the breach of the organizational documents of such Party or (ii) conflict with or violate any law or governmental order applicable to such Party.
3. Release.
(a) For the avoidance of doubt, this Agreement constitutes a mutual termination pursuant to Section 8(a) of the Purchase Agreement.
(b) Upon the Effective Time, each of the Investor, its officers, directors, members, partners, principals, heirs, agents, representatives, successors, insurers, agents, employees, affiliates and/or assigns (collectively, the “Investor Parties”) hereby irrevocably releases, remises and forever discharges the Company, its officers, directors, employees, agents affiliates and/or assigns (collectively, the “Company Parties”) from any and all causes of action, suits, debts, sums of money, covenants, contracts, agreements of any kind, promises, damages, judgments, claims and demands, of any kind or nature whatsoever, whether in law or equity, that any of the Investor Parties may have against any of the Company Parties and that arises in connection with the Purchase Agreement at any time at or prior to the Effective Time.
(c) Upon the Effective Time, each of the Company Parties hereby irrevocably releases, remises and forever discharges each of the Investor Parties from any and all causes of action, suits, debts, sums of money, covenants, contracts, agreements of any kind, promises, damages, judgments, claims and demands, of any kind or nature whatsoever, whether in law or equity, that any of the Company Parties may have against any of the Investor Parties and that arises in connection with the Purchase Agreement at any time at or prior to the Effective Time.
4. Other Transaction Documents. Upon the Effective Time, each of the Notes, the Registration Rights Agreement, the Subsidiary Guarantee and the Irrevocable Transfer Agent Instructions (each as defined in the Purchase Agreement) shall be terminated and of no further force or effect, and no Party shall have any obligation thereunder. Notwithstanding the foregoing or anything else in this Agreement, the termination and releases contemplated hereby shall not terminate, impair or otherwise affect, and each of the following shall remain in full force and effect in accordance with its terms: (i) the ordinary share purchase warrant issued by the Company to the Investor on December 8, 2025 (the “3i Warrant”); and (ii) the Ordinary Share Purchase Agreement, dated as of November 25, 2024, between the Company and Tumim Stone Capital, LLC (as amended, the “Tumim ELOC SPA”), the registration rights agreement related thereto, and all rights and obligations of the parties thereunder.
5. Participation in Future Financings.
(a) Upon any issuance by the Company of Ordinary Shares or Ordinary Share Equivalents for cash consideration, indebtedness or a combination of units hereof that occurs during the one year period after the Effective Time (a “Subsequent Financing”), the Investor shall have the right to participate in any Subsequent Financing up to an amount equal to 25% of such financing on the same terms, conditions and price provided to other investors in the applicable Subsequent Financing.
(b) At least five (5) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Investor a written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask the Investor if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). Upon the request of the Investor, and only upon a request by the Investor, for a Subsequent Financing Notice, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Investor. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.
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(c) If the Investor desires to participate in such Subsequent Financing, it must provide written notice to the Company by not later than 5:30 p.m. (New York City time) on the fifth (5th) Trading Day after it has received the Pre-Notice that the Investor is willing to participate in the Subsequent Financing, the amount of its participation, and representing and warranting that it has such funds ready, willing, and available for investment on the terms set forth in the Subsequent Financing Notice. If the Company receives no such notice from the Investor as of such fifth (5th) Trading Day, the Investor shall be deemed to have notified the Company that it does not elect to participate.
(d) The Company must provide the Investor with a second Subsequent Financing Notice, and the Investor will again have the right of participation set forth above in this Section 5, if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Trading Days after the date of the initial Subsequent Financing Notice.
(e) If the Investor elects to participate in the Subsequent Financing, the transaction documents related to the Subsequent Financing shall not include any term or provision whereby the Investor shall be required to agree to any restrictions on trading as to any of the Conversion Shares or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of the Investor.
(f) Notwithstanding anything to the contrary in this Section 5 and unless otherwise agreed to by the Investor, the Company shall either confirm in writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that the Investor will not be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received by the Investor, such transaction shall be deemed to have been abandoned and the Investor shall not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
(g) Notwithstanding the foregoing, this Section 5 shall not apply in respect of any Excluded Securities (as defined in the Warrant).
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6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any rule or principle that might refer the governance or construction of this Agreement to the laws of another jurisdiction.
7. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter contained therein and may not be contradicted by evidence of any alleged oral agreement.
8. Further Assurances. Each party to this Agreement agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Agreement.
9. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which, together, shall constitute one and the same instrument. Facsimile, .pdf and other electronic execution and delivery of this Agreement is legal, valid and binding for all purposes.
10. Headings. The descriptive headings of the various provisions of this Agreement are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement to be effective for all purposes as of the date first above written.
| 3i, LP | |||
| By: | 3i Management, LLC, its general partner | ||
| By: | |||
| Name: | |||
| Title: | |||
| TNL MEDIAGENE | |||
| By: | |||
| Name: | |||
| Title: | |||
[Signature Page to Termination Agreement]
Exhibit 99.2
TNL Mediagene (Nasdaq: TNMG)
PRESS RELEASE
TNL Mediagene Completes Full Repayment of Senior Convertible Note and Mutually Terminates Note Purchase Agreement with 3i, LP
| - | TNL Mediagene has repaid in full all principal and accrued interest under the senior convertible note issued to 3i, LP in December 2025. |
| - | The Company and 3i, LP have mutually agreed to terminate the underlying securities purchase agreement in full, together with the related notes, registration rights agreement, subsidiary guarantee and transfer agent instructions, with mutual releases. |
| - | No convertible notes remain outstanding under the facility, which was established to fund the Company’s Nasdaq listing. |
| - | The termination follows the Company’s full repayment of the initial senior convertible note under the same facility in November 2025. |
TOKYO, JAPAN, July 28, 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 full repayment of the senior convertible note issued to 3i, LP (“3i”) in December 2025 and that the Company and 3i have mutually agreed to terminate the underlying securities purchase agreement in its entirety.
On July 8, 2026, the Company made the final payment for the senior convertible note issued to 3i on December 8, 2025 (the “Second Note”) with the initial principal amount of $1,666,667.00 and the accrued interest of $150,000.03, and the Second Note was fully repaid on the same date. For the repayments of the Second Note, the Company has made payments in shares totaling 3,381,700 ordinary shares.
On July 23, 2026, the Company and 3i entered into a Termination Agreement pursuant to which the securities purchase agreement dated November 25, 2024, as amended (the “Note SPA”), was terminated in full, together with the related notes, registration rights agreement, subsidiary guarantee and irrevocable transfer agent instructions. The Termination Agreement was entered into by mutual written consent in accordance with the terms of the Note SPA and provides for mutual releases between the parties.
The Note SPA was established in connection with the Company’s business combination and Nasdaq listing in December 2024, and the notes issued under it funded the Company’s listing-related expenses and other expenses. The initial senior convertible note issued under the facility, in the principal amount of $4,722,222, was repaid in full on November 11, 2025. With the repayment of the Second Note and the termination of the Note SPA, the facility has served its purpose and no convertible notes remain outstanding under it, substantially reducing convertible-instrument-related dilution and overhang on the Company’s ordinary shares.
“Completing this repayment and terminating the facility marks the conclusion of the financing structure we put in place to fund our public listing. We appreciate 3i’s support through that period and are pleased to have concluded the arrangement on mutually agreed terms. Retiring this debt and simplifying our financing arrangements allows us to align our capital structure with our strategic direction as a technology business. We can now direct investor attention to the execution of our technology strategy rather than to financing mechanics,” said Joey Chung , Co-Founder and President of TNL Mediagene.
The Company’s ordinary share purchase agreement with Tumim Stone Capital, LLC and the related registration rights agreement remain in effect, and the warrant issued to 3i in December 2025 remains outstanding in accordance with its terms.
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.
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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 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, 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 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.
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