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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Adagene, Inc. (Name of Issuer) |
Ordinary shares, par value USD $0.0001 per share (Title of Class of Securities) |
005329107 (CUSIP Number) |
Peter Luo 4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park Suzhou, Jiangsu Province, F4, 215123 86-512-8777-3632 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/25/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 005329107 |
| 1 |
Name of reporting person
Peter Luo | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,681,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.07 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7 and 11 represent (i) 33,401 ordinary shares held by Peter Luo; (ii) 587,415 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of January 25, 2025, (iii) 191,667 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo, (iv) 4,817 ordinary shares held by Xiaohong She; (v) 98,230 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of January 25, 2025, (vi) 23,333 ordinary shares held by Great Han Fortune LP for the benefit of XiaohongShe, (vii) total of 1,656,452 ordinary shares (including ordinary shares represented by the ADSs) held by Raymond Tam, JC Xu, Qinghai Zhao and several key employees of the Company, and (viii) total of 1,086,003 share options granted to Raymond Tam, JC Xu, Qinghai Zhao and several key employees that are vested or will be vested within 60 days of January 25, 2025.
Row 9 represents (i) 33,401 ordinary shares (including ordinary shares represented by the ADSs) held by Peter Luo; (ii) 587,415 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of January 25, 2025, and (iii) 191,667 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo.
Row 10 represents (i) 4,817 ordinary shares held by Xiaohong She; (ii) 98,230 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of January 25, 2025, (iii) 23,333 ordinary shares held by Great Han Fortune LP for the benefit of Xiaohong She.
Row 13 represents calculation based on (i) 58,886,944 ordinary shares issued and outstanding as of December 31, 2024, as provided by the Issuer and (ii) 1,771,648 ordinary shares underlying share options granted to Peter Luo-Acting-in-Concert-Group that are vested or will be vested within 60 days of January 25, 2025.
SCHEDULE 13D
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| CUSIP No. | 005329107 |
| 1 |
Name of reporting person
HAN 2020 Irrevocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
9,175,439.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.58 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 represents 9,175,439 ordinary shares held by HAN 2020 Irrevocable Trust. The HAN 2020 Irrevocable Trust is a family trust established by Dr. Peter Luo as trustor for the benefits of Dr. Luo's family members, of which North Point Trust Company is the current trustee.
Row 13 represents calculation based on 58,886,944 ordinary shares issued and outstanding as of December 31, 2024, as provided by the Issuer.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary shares, par value USD $0.0001 per share |
| (b) | Name of Issuer:
Adagene, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park, Suzhou, Jiangsu Province,
CHINA
, 215123. |
| Item 4. | Purpose of Transaction |
On May 6, 2024, Mr. Luo received 1,108,333 ordinary shares from Great Han Fortune LP for the benefit of Peter Luo, and Xiaohong She received 234,167 ordinary shares from Great Han Fortune LP for the benefit of Xiaohong She.
On May 6, 2024, Mr. Luo and Xiaohong She transferred 2,889,074 and 286,365 ordinary shares respectively to HAN 2020 Irrevocable Trust, for estate planning purpose.
On December 19, 2024, the trustee of the Han 2020 Irrevocable Trust was changed from Xiaohong She to North Point Trust Company. North Point Trust Company, acting as the independent trustee, exercises all powers of the investment director under the trust. Accordingly, beneficial ownership of the Han 2020 Irrevocable Trust is ceased to be attributed to Xiaohong She or Peter Luo.
Due to the operation of the Concert Party Agreement dated December 14, 2020 among members of Peter Luo-Acting-in-Concert-Group, Peter Luo may be deemed to acquire or dispose additional beneficial ownership from time to time due to the acquisition or disposal of beneficial ownership by the members of Peter Luo-Acting-in-Concert-Group.
The Reporting Persons, including Mr. Luo, have not otherwise disposed or sold any ordinary shares or ADSs they beneficially owned since the filing of Amendment No.2 of the Schedule 13D on March 1, 2024.
The Reporting Persons acquired the ordinary shares reported herein for investment and estate planning purposes, in the ordinary course of business. Other than as disclosed in this Amendment, the Reporting Persons currently do not have any plans or proposals that would result in or relate to any of the transactions or changes listed in Items 4(a) through 4(j) of the Schedule 13D. Mr. Luo is the Chief Executive Officer, President of R&D and the Chairman of the Board of Directors of the Issuer. The Reporting Persons, including members of the Peter Luo-Acting-in-Concert-Group, may acquire additional ordinary shares in the ordinary course of business, including in connection with outstanding options or additional options to be granted by the Issuer to Mr. Luo and/or share repurchase plan established by Mr. Luo in his personal capacity. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information set forth in the cover page for the Reporting Persons is hereby incorporated by reference. |
| (b) | See Item 5(a). |
| (c) | Other than as discussed in this Amendment, including with respect to ordinary shares underlying options, during the past sixty days prior to the date of this statement, the Reporting Persons have not acquired any shares of the Issuer's Ordinary Shares. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of ordinary shares of the Issuer owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
On December 14, 2020, Peter Luo, Fangyong (Felix) Du, Ping Ren, Dr. Hua Gong, JC Xu, Qinghai Zhao, Man Kin (Raymond) Tam, Xiaohong (Kristine) She, Yan Li, Guizhong Liu, Alexander Goergen, and, on February 18, 2021, Yu (Albert) Ren) (together, the "Peter Luo-Acting-in-Concert-Group") entered into a concert party agreement (the "Agreement"), pursuant to which the parties agree to (i) always be acting in concert in respect of their respective direct or indirect voting rights at our shareholders' general meetings, (ii) recognize the controlling position of Peter Luo; and (iii) act in concert in accordance with Peter Luo's opinions in respect of the daily operations and management and the major decision-making of the Issuer.
Dr. Hua Gong, Yu (Albert) Ren, Fangyong (Felix) Du and Ping Ren are no longer subject to the concert party agreement due to their departure from the Issuer.
The HAN 2020 Irrevocable Trust is a family trust established by Dr. Peter Luo as trustor and Xiaohong She as the initial trustee under a trust agreement dated September 28, 2020, for the benefits of Dr. Luo's family members. On December 19, 2024, the trustee of the Han 2020 Irrevocable Trust was changed from Xiaohong She to North Point Trust Company. North Point Trust Company, acting as the independent trustee, exercises all powers of the investment director under the trust. Accordingly, beneficial ownership of the Han 2020 Irrevocable Trust is ceased to be attributed to Xiaohong She or Peter Luo. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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