Amendment: SEC Form SCHEDULE 13G/A filed by Adagene Inc.
$ADAG
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Adagene Inc. (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
005329107 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 005329107 |
| 1 | Names of Reporting Persons
Smith Vincent C | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,095,351.25 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Includes sole voting and dispositive power over 1,301,631.25 Ordinary Shares held directly, and shared voting and dispositive power over (i) 3,608,018.75 Ordinary Shares held by The Vincent C. Smith, Jr. 2025 Annuity Trust and (ii) 185,701.25 Ordinary Shares held by VCS Master Holdings GP. Mr. Smith is a trustee of The Vincent C. Smith, Jr. 2025 Annuity Trust therefore may be deemed to have beneficial ownership of the shares held thereby. Mr. Smith is the grantor of all of the trusts that are partners of VCS Master Holdings GP and disclaims beneficial ownership of the shares held thereby. (2) Represents Ordinary Shares held by the Reporting Person. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 005329 107 has been assigned to the ADSs of the Issuer, which are quoted on NASDAQ Stock Market under the symbol "ADAG." Each ADS represents one and one quarter Ordinary Share.
SCHEDULE 13G
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| CUSIP No. | 005329107 |
| 1 | Names of Reporting Persons
The Vincent C. Smith, Jr. 2025 Annuity Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,608,018.75 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Mr. Smith is a trustee of The Vincent C. Smith, Jr. 2025 Annuity Trust and therefore may be deemed to have beneficial ownership of the shares held thereby. (2) Represents the ordinary shares, par value $0.0001 per share of the Issuer ("Ordinary Shares") held by the Reporting Person. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 005329 107 has been assigned to the American depositary shares ("ADSs") of the Issuer, which are quoted on NASDAQ Stock Market under the symbol "ADAG." Each ADS represents one and one quarter Ordinary Share.
SCHEDULE 13G
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| CUSIP No. | 005329107 |
| 1 | Names of Reporting Persons
VCS Master Holdings GP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
185,701.25 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: (1) Mr. Smith is the grantor of all of the trusts that are partners of VCS Master Holdings GP, and disclaims beneficial ownership of the shares held thereby. (2) Represents Ordinary Shares held by the Reporting Person. There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 005329 107 has been assigned to the ADSs of the Issuer, which are quoted on NASDAQ Stock Market under the symbol "ADAG." Each ADS represents one and one quarter Ordinary Share.
SCHEDULE 13G
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| 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) The Vincent C. Smith, Jr. 2025 Annuity Trust (the "2025 Annuity Trust"); (ii) VCS Master Holdings GP, a Delaware General Partnership ("VCS"); and (iii) Vincent C. Smith, an individual ("Mr. Smith", and together with the 2025 Annuity Trust and VCS, the "Reporting Persons"). Mr. Smith is a trustee of the 2025 Annuity Trust therefore may be deemed to have beneficial ownership of the shares held thereby. 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) The Vincent C. Smith, Jr. 2025 Annuity Trust, a trust organized under the laws of the State of California; (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) The 2025 Annuity Trust beneficially owns an aggregate of 3,608,019 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 5,095,351 Ordinary Shares, including 1,301,631 Ordinary Shares held directly, 3,608,019 Ordinary Shares held by the 2025 Annuity Trust 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 58,914,087 of the Issuer's Ordinary Shares outstanding as of June 30, 2025, as set forth in the Issuer's Registration Statement on Form F-1 filed with the Securities and Exchange Commission on October 31, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Mr. Smith: 1,301,631
2025 Annuity Trust: 0
VCS: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Mr. Smith: 3,793,720
2025 Annuity Trust: 3,608,019
VCS: 185,701 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Mr. Smith: 1,301,631
2025 Annuity Trust: 0
VCS: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Mr. Smith: 3,793,720
2025 Annuity Trust: 3,608,019
VCS: 185,701 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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