SEC Form 6-K filed by TNL Mediagene

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

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.

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.

2