TNL Mediagene filed a Form 6-K on November 3, 2026, disclosing the October 30, 2026 closing of a $6.25 million Securities Purchase Agreement with Vector Advisory Partners LLC and the appointment of Shing Hei Lee to its board of directors.

Key Highlights

  • Transaction closed October 30, 2026: TNL Mediagene and Vector Advisory Partners LLC completed their previously announced Securities Purchase Agreement for an aggregate purchase price of $6.25 million.
  • Two tranches of preferred shares issued: 938,257 Series A Convertible Preferred Shares at an allocated price of $1,561,719.35 and 2,816,647 Series B Convertible Preferred Shares at an allocated price of $4,688,280.65 were issued to Vector's designees.
  • Fixed conversion ratio and original issue price: Each Preferred Share carries a par value of $0.016, an original issue price of $1.66449 per share, and converts into one ordinary share at a fixed ratio.
  • Potential change of control upon approvals: Following receipt of required shareholder, Nasdaq, and Cayman Islands approvals, the Preferred Shares are expected to represent approximately 80% of the company's fully diluted ordinary shares on an as-converted basis.
  • Operating-transition reserve: After payoffs and approved transaction expenses, remaining proceeds include an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves.
  • New director appointed: The board appointed Shing Hei Lee, Vector's designee, as a director effective October 30, 2026; the board now consists of five directors.
  • Private placement exemption: The Preferred Shares were issued in reliance on Section 4(a)(2) of the Securities Act of 1933 and Regulation S and have not been registered under the Securities Act.

TNL Mediagene Completes Vector Transaction and Restructures Board

According to the filing, TNL Mediagene (NASDAQ:TNMG) and Vector Advisory Partners LLC closed their Securities Purchase Agreement on October 30, 2026. Vector had paid $1.5 million to the company at signing on October 19, 2026, which was credited dollar-for-dollar against the purchase price at closing. The remaining $4.75 million closing payment was made in accordance with a final Closing Flow of Funds Memorandum mutually approved by both parties, including direct payments on the company's behalf to holders of certain outstanding convertible notes and to transaction service providers.

At closing, the company issued, at Vector's direction, the Preferred Shares to Ka Lun To and Chi Ching Hung as Vector's designees, in approximately equal proportions, the filing stated. The Series A Convertible Preferred Shares are convertible before receipt of the Requisite Approvals 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 closing but are not convertible unless and until the applicable Requisite Approvals are obtained and become effective. The filing noted that "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." Up to $800,000 may be designated after closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal and Nasdaq requirements.

Concurrent with the closing, the board appointed Shing Hei Lee, Vector's designee, as a director effective October 30, 2026. According to the filing, Mr. Lee has served as a Representative of Mage Securities Limited since February 2023 and previously managed and executed more than 50 capital markets transactions at Head and Shoulders Securities Limited. The filing also noted the resignations of Motoko Imada and Hiroto Kobayashi from the board, also effective October 30, 2026, leaving the board with five directors. Mr. Lee delivered an executed resignation letter that will become effective automatically upon the occurrence of specified events outlined in the Purchase Agreement.

What Was Disclosed

TNL Mediagene's Form 6-K for the month of November 2026 reported the October 30, 2026 closing of a $6.25 million preferred share transaction with Vector Advisory Partners LLC, the terms of the issued Preferred Shares, and the board appointment of Shing Hei Lee as Vector's designee.