TNL Mediagene (TNMWF) tweaks Tumim equity line pricing

Rhea-AI Filing Summary

TNL Mediagene filed a Form 6-K describing a third amendment to its equity line of credit ordinary share purchase agreement with Tumim Stone Capital LLC, originally dated November 25, 2024. The amendment, signed on September 14, 2025, changes how Tumim’s purchases of TNL Mediagene ordinary shares are valued.

The company can now choose to have its ordinary shares priced over either a one-trading-day or a three-trading-day valuation period, based on the market price and/or trading volume of the shares. The amendment also makes related changes to the maximum purchase amount and purchase price Tumim will use when buying shares under the equity line arrangement.

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

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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: September 16, 2025	By:	/s/ Tzu-Wei Chung
		Name:	Tzu-Wei Chung
		Title:	Chief Executive Officer

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FAQ

What did TNL Mediagene (TNMWF) report in this Form 6-K?

TNL Mediagene reported a third amendment to its ordinary share purchase agreement for an equity line of credit with Tumim Stone Capital LLC, changing how Tumim’s purchases of ordinary shares are valued.

Who is TNL Mediagene’s equity line partner mentioned in the filing?

The equity line of credit counterparty is Tumim Stone Capital LLC, which has an ordinary share purchase agreement with TNL Mediagene.

What key change was made to the Tumim equity line valuation method?

The amendment allows TNL Mediagene to select a pricing valuation period of either one trading day or three trading days, based on the market price and/or volume of its ordinary shares.

How does the amendment affect Tumim’s purchases of TNL Mediagene shares?

The change in valuation periods comes with corresponding adjustments to the maximum purchase amount and the purchase price at which Tumim will buy TNL Mediagene ordinary shares under the agreement.

When was the third amendment to the Tumim ELOC SPA signed?

The third amendment to the Tumim equity line ordinary share purchase agreement was dated September 14, 2025.

Where can investors find the full text of the Tumim amendment?

The complete amendment is filed as Exhibit 99.1 to this Form 6-K and is incorporated by reference.