| Item 1. | |
| (a) | Name of issuer:
Adagene Inc. |
| (b) | Address of issuer's principal executive
offices:
4F, BUILDING C14, NO. 218, XINGHU STREET, SUZHOU INDUSTRIAL PARK, JIANGSU, CHINA, 00000. |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following:
(i) Red Beard Holdings, LLC, a limited liability company organized under the laws of Delaware ("Red Beard");
(ii) VCS Master Holdings GP, a Delaware General Partnership ("VCS"); and
(iii) Vincent C. Smith, an individual ("Mr. Smith", and together with Red Beard and VCS, the "Reporting Persons").
Mr. Smith is the Manager of Red Beard Holdings, and therefore may be deemed to have beneficial ownership of the shares reported herein. Mr Smith is the grantor of all the trusts that are the partners of VCS, and disclaims beneficial ownership of the shares held thereby. |
| (b) | Address or principal business office or, if
none, residence:
The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614. |
| (c) | Citizenship:
(i) Red Beard is a limited liability company organized under the laws of Delaware;
(ii) VCS is a general partnership organized under the laws of Delaware; and
(iii) Mr. Smith is a citizen of the United States of America. |
| (d) | Title of class of securities:
Ordinary Shares |
| (e) | CUSIP No.:
005329107 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Red Beard beneficially owns an aggregate of 3,125,000 Ordinary Shares;
(ii) VCS beneficially owns an aggregate of 185,701 Ordinary Shares; and
(iii) Mr. Smith may be deemed to beneficially own an aggregate of 3,833,806 Ordinary Shares, including 523,105 Ordinary Shares held directly, 3,125,000 Ordinary Shares held by Red Beard and 185,701 Ordinary Shares held by VCS. |
| (b) | Percent of class:
The percentage of shares beneficially owned by the Reporting Persons below is based upon 55,338,480 of the Issuer's Ordinary Shares outstanding as of June 30, 2024, as set forth in Exhibit 99.2 to the Issuer's Current Report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2024: % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Red Beard: 0
VCS: 0
Mr. Smith: 523,105
|
| | (ii) Shared power to vote or to direct the
vote:
Red Beard: 3,125,000
VCS: 185,701
Mr. Smith: 3,310,701
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Red Beard: 0
VCS: 0
Mr. Smith: 523,105
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Red Beard: 3,125,000
VCS: 185,701
Mr. Smith: 3,310,701
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)