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 |
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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 ☐
EXPLANATORY NOTE
On October 14, 2026, TNL Mediagene (the “Company”) received
a letter from the Office of the General Counsel of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that the Company has
regained compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”), as required by the decision of the Nasdaq
Hearings Panel (the “Panel”) dated August 23, 2026 (the “Decision”).
As previously reported in the Company’s Report of Foreign Private
Issuer on Form 6-K furnished to the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2026, the Panel granted
the Company’s request for continued listing on The Nasdaq Capital Market, subject to the Company’s satisfaction of certain
conditions. Those conditions include the requirement that, on or before October 30, 2026, the Company demonstrate compliance with Nasdaq
Listing Rule 5550(b)(1), which requires listed companies to maintain stockholders’ equity of at least $2,500,000 (the “Equity
Rule”). The letter noted that the Company remains non-compliant with the Equity Rule.
The Company intends to take all steps necessary to demonstrate compliance
with the Equity Rule on or before October 30, 2026. The Company’s ordinary shares will continue to be listed and traded on The Nasdaq
Capital Market under the symbol “TNMG” during the exception period, subject to the Company’s compliance with the terms
of the Decision. Any compliance submission by the Company will be subject to review by the Panel. There can be no assurance that the Company
will be able to demonstrate compliance with the Equity Rule on or before October 30, 2026, or that the Company will otherwise maintain
compliance with the Bid Price Rule or Nasdaq’s other continued listing requirements. If the Company fails to demonstrate compliance
with the Equity Rule on or before October 30, 2026, or otherwise fails to satisfy the terms of the Decision, the Company’s securities
will be subject to delisting from Nasdaq.
On October 16, 2026, the Company issued a press release announcing
its receipt of the letter described above. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, 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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| Date: October 16, 2026 |
By: |
/s/ Motoko Imada |
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Name: |
Motoko Imada |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. |
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Description of Exhibits |
| 99.1 |
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Press Release by TNL Mediagene dated October 16, 2026. |
Exhibit 99.1
TNL Mediagene Regains Compliance with Nasdaq
Minimum Bid Price Requirement
Continued listing remains subject to demonstrating
compliance with the stockholders’ equity requirement on or before October 30, 2026
TOKYO, JAPAN, October 16, 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 received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) dated October 14, 2026 confirming that the Company has regained
compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price requirement, as required by the decision of the Nasdaq Hearings
Panel (the “Panel”) dated August 23, 2026 (the “Decision”).
The Company’s continued listing remains
subject to the terms of the Decision. Among other things, those terms require the Company to demonstrate compliance with the minimum $2.5
million stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) on or before October 30, 2026. The Company’s
ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “TNMG” during the exception period. There
can be no assurance that the Company will demonstrate compliance with the stockholders’ equity requirement within the required timeframe.
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/
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 demonstrate compliance with the stockholders’ equity requirement; the Company’s ability to
maintain compliance with the minimum bid price requirement and Nasdaq’s other continued listing requirements; the potential delisting
of the Company’s securities from Nasdaq; 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.
