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 November 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 Vector Transaction
As previously reported, on October 19, 2026, TNL
Mediagene (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Vector
Advisory Partners LLC, a Wyoming limited liability company (“Vector”), pursuant to which Vector agreed to purchase newly authorized
Series A Convertible Preferred Shares and Series B Convertible Preferred Shares of the Company (collectively, the “Preferred Shares”)
for an aggregate purchase price of $6.25 million (the “Transaction”). On October 30, 2026 (the “Closing Date”),
the Company and Vector completed the Transaction (the “Closing”). All conditions to the Closing set forth in the Purchase
Agreement were satisfied as of the Closing Date.
Concurrently with execution of the Purchase Agreement,
Vector paid the Company $1.5 million in immediately available funds (the “Signing Payment”), which was credited dollar-for-dollar
against the purchase price at the Closing. In connection with the Closing, Vector paid the remaining $4.75 million (the “Closing
Payment”) in accordance with the final Closing Flow of Funds Memorandum mutually approved by the Company and Vector, including through
direct payments on the Company’s behalf to holders of certain outstanding convertible notes and to transaction service providers.
Following such payoffs and approved transaction expenses, the remaining proceeds will be retained by the Company as permanent equity and
working capital, including an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves. Up to $800,000
may be designated after the Closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal
and Nasdaq requirements.
At the Closing, the Company issued, at Vector’s
direction, an aggregate of 938,257 Series A Convertible Preferred Shares for an allocated purchase price of $1,561,719.35 and 2,816,647
Series B Convertible Preferred Shares for an allocated purchase price of $4,688,280.65 to Ka Lun To and Chi Ching Hung, as designees of
Vector, in approximately equal proportions. Each series has a par value of $0.016 per share, an original issue price of $1.66449 per share
and a 1.0x non-participating liquidation preference equal to its original issue price. The Preferred Shares are perpetual, non-puttable
preferred equity, with no stated maturity, mandatory redemption, holder put right or mandatory cash dividend. If the Company declares
a dividend or other distribution on its ordinary shares, other than a dividend payable solely in ordinary shares, holders of the Preferred
Shares will be entitled to participate on an as-converted basis, without regard to applicable conversion limitations. Except with respect
to specified protective provisions or as otherwise required by applicable law, holders of the Preferred Shares are not entitled to vote
on matters submitted to the holders of the Company’s ordinary shares, and the Preferred Shares do not vote on an as-converted basis,
including following receipt of the Requisite Approvals (as defined below). Subject to the limitations summarized below, each Preferred
Share is convertible into one ordinary share of the Company at a fixed conversion ratio.
Before receipt of the shareholder, Nasdaq, Cayman
Islands and other approvals required under the Purchase Agreement (collectively, the “Requisite Approvals”), the Series A
Convertible Preferred Shares carry only those conversion and governance rights that may be exercised without further approval and represent
approximately 19.99% of the Company’s fully diluted ordinary shares on an as-converted basis. The Series B Convertible Preferred
Shares were issued and fully paid at the Closing but are not convertible unless and until the applicable Requisite Approvals are obtained
and effective. Following receipt of the Requisite Approvals, the Preferred Shares collectively are expected to represent approximately
80% of the Company’s fully diluted ordinary shares on an as-converted basis, resulting in a change of control of the Company. No
ordinary shares were issued to Vector at the Closing, and failure to obtain the Requisite Approvals will not invalidate the Preferred
Shares, require their redemption or repurchase, or cause any approval-gated conversion or governance rights to become exercisable.
Following the Closing, the Company will use commercially
reasonable efforts to obtain the Requisite Approvals. The Company’s board of directors will not be required to recommend or take
any action that it determines, after consultation with counsel, would be inconsistent with its fiduciary duties.
The foregoing description of the Purchase Agreement,
the Preferred Shares and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text
of the Purchase Agreement, including the Preferred Share Terms attached as Exhibit A thereto, 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 21, 2026 and is incorporated herein
by reference.
Appointment of Director
As permitted by the Purchase Agreement, Vector
designated Shing Hei Lee for appointment to the Company’s board of directors (the “Board”). On October 29, 2026, the
Board appointed Mr. Lee as a director of the Company, effective as of the Closing.
Mr. Lee has served as a director of Living Homeopathy
International Limited since August 2024. Since February 2023, Mr. Lee has served as a Representative of Mage Securities Limited (formerly
known as Head & Shoulders Securities Limited) in Hong Kong, where his principal responsibilities include originating initial public
offerings and follow-on equity offerings and introducing clients for securities brokerage services. Mr. Lee is licensed by the Securities
and Futures Commission of Hong Kong for Type 1 (dealing in securities) regulated activity and was previously also licensed for Type 4
(advising on securities) and Type 9 (asset management) regulated activities. From April 2018 to January 2023, Mr. Lee was an Associate
in the Equity Capital Markets department of Head & Shoulders Securities Limited, where he helped originate equity and debt capital
markets transactions and managed and executed more than 50 capital markets transactions, including IPO placements, follow-on placements,
private equity transactions, bond placements, block trades, top-up placements and rights issues. Mr. Lee also served as Chief Executive
Officer of Eline Entertainment Group (OTC: EEGI) from July 2024 to April 2026 and as a director of ZSB International Ltd. from September
2024 to April 2026. Mr. Lee holds a Master of Arts (Honours) in Economics with Finance from the University of Edinburgh, which he received
in 2017. The Company believes that Mr. Lee is qualified to serve on the Board due to his more than eight years of experience in Hong Kong
capital markets and his current board experience.
As required by the Purchase Agreement, Mr. Lee
delivered to the Company an executed resignation letter that will become effective automatically upon the occurrence of specified events,
including Vector and its permitted transferees ceasing to hold the minimum ownership threshold specified in the Preferred Share Terms,
Mr. Lee becoming legally disqualified or otherwise ineligible to serve under applicable law, Nasdaq rules, Cayman Islands law or the Company’s
governance policies, or a court, governmental authority, Nasdaq or other regulator requiring or requesting his resignation or removal.
Other than his designation by Vector pursuant to the Purchase Agreement, there is no arrangement or understanding between Mr. Lee and
any other person pursuant to which Mr. Lee was selected as a director. Mr. Lee has no family relationship with any director or executive
officer of the Company, and Mr. Lee has no direct or indirect interest in any transaction with the Company that would be required to be
disclosed pursuant to Item 7.B of Form 20-F.
Following Mr. Lee’s appointment, and taking
into account the resignations of Motoko Imada and Hiroto Kobayashi from the Board effective October 30, 2026, as previously reported,
the Board consists of five directors. Mr. Lee has not been appointed to any committee of the Board.
Unregistered Sale of Equity Securities
The Preferred Shares were issued in a private
placement exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section
4(a)(2) of the Securities Act and Regulation S. The Preferred Shares and any ordinary shares issuable upon conversion have not been registered
under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or
an applicable exemption from registration.
EXHIBIT INDEX
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release of TNL Mediagene, dated November 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.
| |
TNL MEDIAGENE |
| |
|
| Date: November 3, 2026 |
By: |
/s/ Tae Jun Park |
| |
Name: |
Tae Jun Park |
| |
Title: |
General Counsel and Chief Corporate Affairs Officer |
Exhibit 99.1
TNL Mediagene Announces Completion of $6.25
Million Strategic Investment from Vector Advisory Partners and Appointment of New Director
TAIPEI, TAIWAN, November 3, 2026 -- TNL Mediagene
(Nasdaq: TNMG) (the “Company”) today announced that it has completed its previously announced $6.25 million strategic equity
investment by Vector Advisory Partners LLC (“Vector”) pursuant to the Securities Purchase Agreement entered into on October
19, 2026. The transaction closed on October 30, 2026, following the satisfaction of all closing conditions set forth in the Securities
Purchase Agreement. In connection with the closing, the Company issued newly authorized Series A Convertible Preferred Shares and Series
B Convertible Preferred Shares (collectively, the “Preferred Shares”) to designees of Vector, and the Company’s Board
of Directors appointed Shing Hei Lee, Vector’s designee, as a director of the Company.
Vector paid an aggregate of $6.25 million, consisting
of a $1.5 million signing payment made upon execution of the Securities Purchase Agreement and a $4.75 million closing payment, including
direct payments on the Company’s behalf to holders of certain outstanding convertible notes and to transaction service providers.
Following those payoffs and approved transaction expenses, the remaining proceeds will be retained by the Company as permanent equity
and working capital, including an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves. Up to $800,000
may be designated after the closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal
and Nasdaq requirements.
At closing, the Company issued 938,257 Series
A Convertible Preferred Shares for an allocated purchase price of $1,561,719.35 and 2,816,647 Series B Convertible Preferred Shares for
an allocated purchase price of $4,688,280.65, each series having an original issue price of $1.66449 per share. The Preferred Shares are
perpetual preferred equity with a 1.0x non-participating liquidation preference and no stated maturity, mandatory redemption obligation,
holder put right or mandatory cash dividend.
Management Commentary
Joey Chung, President of the Company, commented:
“We are pleased to have completed this transaction with Vector. The investment strengthens the Company’s balance sheet and
provides a stable foundation for the next stage of the Company. We thank the Vector team for their partnership and the special committee
for its work, and we look forward to welcoming Shing Hei Lee to the Board.”
Kristin Martin, Chief Executive Officer and Co-Owner
of Vector Advisory Partners, added: “We are encouraged to have completed this transaction after months of hard work, and we thank
the TNL Mediagene team for their many contributions along the way. With Shing Hei Lee joining the Board, we look forward to working together
to pursue opportunities that we believe will support long-term shareholder value.”
Requisite Approvals and Expected Change of
Control
Before receipt of the required shareholder, Nasdaq,
Cayman Islands and other approvals (the “Requisite Approvals”), the Series A Convertible Preferred Shares carry only those
conversion and governance rights that may be exercised without further approval and represent approximately 19.99% of the Company’s
fully diluted ordinary shares on an as-converted basis. The Series B Convertible Preferred Shares are not convertible unless and until
the applicable Requisite Approvals are obtained and effective. Following receipt of the Requisite Approvals, the Preferred Shares collectively
are expected to represent approximately 80% of the Company’s fully diluted ordinary shares on an as-converted basis, resulting in
a change of control of the Company. No ordinary shares were issued to Vector at closing. If the Requisite Approvals are not obtained,
the Preferred Shares will remain outstanding and will not be subject to redemption or repurchase solely as a result, but the approval-gated
conversion and governance rights will not become exercisable. The Company will use commercially reasonable efforts to obtain the Requisite
Approvals.
Appointment of Director
As permitted by the Securities Purchase Agreement,
Vector designated Shing Hei Lee for appointment to the Company’s Board of Directors, and the Board appointed Mr. Lee as a director
effective as of the closing. Mr. Lee has more than eight years of experience in Hong Kong capital markets. Since February 2023, he has
served as a Representative of Mage Securities Limited (formerly known as Head & Shoulders Securities Limited) in Hong Kong, and from
April 2018 to January 2023 he was an Associate in the Equity Capital Markets department of Head & Shoulders Securities Limited, where
he managed and executed more than 50 capital markets transactions. Mr. Lee has served as a director of Living Homeopathy International
Limited since August 2024. He holds a Master of Arts (Honours) in Economics with Finance from the University of Edinburgh.
Following Mr. Lee’s appointment, the Company’s
Board of Directors consists of five directors.
Additional Information Regarding the Transaction
The Company has provided additional information
regarding the closing of the transaction and the appointment of Mr. Lee in a Report on Form 6-K furnished to the Securities and Exchange
Commission. Investors and shareholders are encouraged to read that Form 6-K, as well as the Company’s Report on Form 6-K furnished
on October 21, 2026 and the Securities Purchase Agreement furnished as an exhibit thereto, because they contain important information
regarding the transaction and its terms.
The Preferred Shares were issued in a private
placement exempt from registration under the Securities Act of 1933, as amended. The Preferred Shares and any ordinary shares issuable
upon conversion have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not
be offered or sold in the United States absent registration or an applicable exemption from registration.
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, among others, delays
in or failure to obtain the Requisite Approvals; the possibility that approval-gated conversion and governance rights may never become
exercisable and the anticipated change of control may not occur; changes in the Company’s capitalization or the expected ownership
percentages; the amount and dilutive effect of ordinary shares issuable upon conversion of the Preferred Shares; changes in the anticipated
use of proceeds or the Company’s ability to apply the proceeds as contemplated; market conditions; and other risks described in
the Company’s filings with the Securities and Exchange Commission.
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.
