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, 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 ☐
Amendment to Ordinary Share Purchase Agreement
On September 14, 2025, TNL
Mediagene and Tumim Stone Capital LLC (“Tumim”) entered into a third amendment (the “Amendment”) to the ordinary
share purchase agreement for an equity line of credit, dated November 25, 2024, by and between TNL Mediagene and Tumim (the “Tumim
ELOC SPA”). Pursuant to the Amendment, TNL Mediagene and Tumim revised the valuation method specified for Tumim’s purchases
of TNL Mediagene’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”) to allow TNL Mediagene to select
to have the Ordinary Shares valued through a pricing valuation period of either one (1) trading day or three (3) trading days, in each
case based on the market price and/or volume of the Ordinary Shares, with corresponding adjustments to the maximum purchase amount and
purchase price at which Tumim will make purchases of the Ordinary Shares under the Tumim ELOC SPA.
The foregoing description
of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
| Exhibit
No. |
|
Description of Exhibits |
| 99.1 |
|
Third Amendment to Ordinary Share Purchase Agreement, dated as of September 14, 2025, by and between TNL Mediagene and Tumim Stone Capital LLC |
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: September 16, 2025 |
By: |
/s/ Tzu-Wei Chung |
| |
|
Name: |
Tzu-Wei Chung |
| |
|
Title: |
Chief Executive Officer |
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