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

 

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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 3, 2026 By: /s/ Mokoto Imada
  Name:  Motoko Imada
  Title: Chief Executive Officer

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

PRESS RELEASE BY TNL MEDIAGENE DATED SEPTEMBER 3, 2026