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 September 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 |
| |
|
+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 September 3, 2026, TNL Mediagene (the “Company”)
announced a share consolidation of the Company’s ordinary shares at a ratio of 1-for-8 (the “Share Consolidation”).
On August 25, 2026, the Company’s shareholders approved a share consolidation ratio within a range of consolidation of
up to 1-to-10 at the Company’s Extraordinary General Meeting of Shareholders and authorized the Board of Directors of the Company to determine
and execute the final ratio and exact date. The Company’s Board of Directors subsequently approved the final share consolidation ratio
of 1-for-8 on August 27, 2026.
The Company’s ordinary shares are expected
to trade on such split-adjusted basis on the Nasdaq Capital Market with a newly assigned CUSIP number of G8924F139 at the open of business
on September 8, 2026. When the Share Consolidation becomes effective, every eight (8) shares of the Company’s issued and outstanding
ordinary shares will be combined into one (1) issued and outstanding ordinary share. No fractional shares will be issued in connection
with the Share Consolidation. This will reduce the number of outstanding ordinary shares from 6,084,581 shares to approximately 760,573
shares, based on the number of ordinary shares outstanding on September 2, 2026. Shareholders who would otherwise receive a fraction of
an ordinary share resulting from the Share Consolidation will be rounded up to the nearest whole number of ordinary shares. With the Share
Consolidation, the Company expects to increase the per-share trading price of the ordinary shares to enable the Company to regain compliance
with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
Furthermore, following the Share Consolidation,
the exercise or conversion prices of the Company’s outstanding warrants, equity-based awards and other equity instruments will be
adjusted proportionally in accordance with the Share Consolidation.
A copy of the press release regarding the Share
Consolidation is furnished herewith as Exhibit 99.1 to this Report on Form 6-K and is incorporated by reference herein.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release by TNL Mediagene dated September 3, 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.
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TNL Mediagene. |
| |
|
|
| Date: September 3, 2026 |
By: |
/s/ Mokoto Imada |
| |
Name: |
Motoko Imada |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TNL Mediagene Announces 1-for-8 Share Consolidation
TOKYO, September 3, 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 will implement a 1-for-8 share consolidation (also
known as reverse stock split) of the Company’s ordinary shares (the “Share Consolidation”). The Company’s ordinary shares will
continue to trade on The Nasdaq Capital Market under the existing ticker symbol “TNMG” and are expected to begin trading on
a split-adjusted basis with a newly assigned CUSIP number of G8924F139 when the market opens on Tuesday, September 8, 2026.
The Share Consolidation is intended to increase the per-share trading
price of the Company’s ordinary shares to assist in regaining compliance with the Nasdaq minimum bid price requirement of $1.00 per share
for continued listing on The Nasdaq Capital Market. Additionally, the Share Consolidation is intended to enhance the Company’s attractiveness
to a broader range of institutional investors, particularly among institutions that require a minimum share price for investment.
On August 25, 2026, the Company’s shareholders approved a share consolidation
ratio within a range of consolidation of up to 1-to-10 at the Company’s Extraordinary General Meeting of Shareholders and authorized the
Board of Directors of the Company to determine and execute the final ratio and exact date. The Company’s Board of Directors subsequently
approved the final share consolidation ratio of 1-for-8 on August 27, 2026.
When the Share Consolidation becomes effective, every eight (8) shares
of the Company’s issued and outstanding ordinary shares will be combined into one (1) issued and outstanding ordinary share. No
fractional shares will be issued in connection with the Share Consolidation. All fractional shares will be rounded up to the next whole
share. The Share Consolidation will affect all shareholders uniformly and will not affect any shareholder’s percentage ownership interest
in the Company (except to the extent that the Share Consolidation would result in any of the shareholders owning a fractional interest).
Computershare is acting as transfer and exchange agent for the Share
Consolidation. Registered shareholders who hold ordinary shares are not required to take any action to receive split-adjusted shares.
Shareholders who own shares via a broker, bank, trust or other nominee organization will have their positions automatically adjusted to
reflect the Share Consolidation, subject to such organization’s particular processes, and will not be required to take any action in connection
with the Share Consolidation.
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 the Coampany’s ability to satisfy the conditions of the Panel’s decision and to regain and
maintain compliance with Nasdaq’s continued listing requirements, and the potential delisting of the Company’s securities from Nasdaq.
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 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.
