TNL Mediagene

As previously reported, on October 19, 2026, TNL Mediagene (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Vector Advisory Partners LLC, a Wyoming limited liability company (“Vector”), pursuant to which Vector agreed to purchase newly authorized Series A Convertible Preferred Shares and Series B Convertible Preferred Shares of the Company (collectively, the “Preferred Shares”) for an aggregate purchase price of $6.25 million (the “Transaction”). On October 30, 2026 (the “Closing Date”), the Company and Vector completed the Transaction (the “Closing”). All conditions to the Closing set forth in the Purchase Agreement were satisfied as of the Closing Date.

Concurrently with execution of the Purchase Agreement, Vector paid the Company $1.5 million in immediately available funds (the “Signing Payment”), which was credited dollar-for-dollar against the purchase price at the Closing. In connection with the Closing, Vector paid the remaining $4.75 million (the “Closing Payment”) in accordance with the final Closing Flow of Funds Memorandum mutually approved by the Company and Vector, including through direct payments on the Company’s behalf to holders of certain outstanding convertible notes and to transaction service providers. Following such payoffs and approved transaction expenses, the remaining proceeds will be retained by the Company as permanent equity and working capital, including an initial operating-transition reserve of at least $750,000 unless Vector otherwise approves. Up to $800,000 may be designated after the Closing as a discretionary issuer-repurchase reserve, subject to further board approval and applicable legal and Nasdaq requirements.

At the Closing, the Company issued, at Vector’s direction, an aggregate of 938,257 Series A Convertible Preferred Shares for an allocated purchase price of $1,561,719.35 and 2,816,647 Series B Convertible Preferred Shares for an allocated purchase price of $4,688,280.65 to Ka Lun To and Chi Ching Hung, as designees of Vector, in approximately equal proportions. Each series has a par value of $0.016 per share, an original issue price of $1.66449 per share and a 1.0x non-participating liquidation preference equal to its original issue price. The Preferred Shares are perpetual, non-puttable preferred equity, with no stated maturity, mandatory redemption, holder put right or mandatory cash dividend. If the Company declares a dividend or other distribution on its ordinary shares, other than a dividend payable solely in ordinary shares, holders of the Preferred Shares will be entitled to participate on an as-converted basis, without regard to applicable conversion limitations. Except with respect to specified protective provisions or as otherwise required by applicable law, holders of the Preferred Shares are not entitled to vote on matters submitted to the holders of the Company’s ordinary shares, and the Preferred Shares do not vote on an as-converted basis, including following receipt of the Requisite Approvals (as defined below). Subject to the limitations summarized below, each Preferred Share is convertible into one ordinary share of the Company at a fixed conversion ratio.

Before receipt of the shareholder, Nasdaq, Cayman Islands and other approvals required under the Purchase Agreement (collectively, the “Requisite Approvals”), the Series A Convertible Preferred Shares carry only those conversion and governance rights that may be exercised without further approval 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 the Closing but are not convertible unless and until the applicable Requisite Approvals are obtained and effective. Following receipt of the Requisite Approvals, the Preferred Shares collectively are expected to represent approximately 80% of the Company’s fully diluted ordinary shares on an as-converted basis, resulting in a change of control of the Company. No ordinary shares were issued to Vector at the Closing, and 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.

Following the Closing, the Company will use commercially reasonable efforts to obtain the Requisite Approvals. The Company’s board of directors will not be required to recommend or take any action that it determines, after consultation with counsel, would be inconsistent with its fiduciary duties.

The foregoing description of the Purchase Agreement, the Preferred Shares and the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, including the Preferred Share Terms attached as Exhibit A thereto, which was furnished as Exhibit 10.1 to the Company’s Report on Form 6-K furnished to the Securities and Exchange Commission on October 21, 2026 and is incorporated herein by reference.