SC 13D/A 1 tm247478d1_sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)

(Amendment No. 2)*

Adagene, Inc.
(Name of Issuer)

Ordinary shares, par value USD $0.0001 per share
(Title of Class of Securities)

005329 107**
(CUSIP Number)

Peter Luo

Adagene, Inc.

4F, Building C14, No. 218

Xinghu Street, Suzhou Industrial Park

Suzhou, Jiangsu Province, 215123

People’s Republic of China

+86-512-8777-3632
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 19, 2024

(Date of Event Which Requires the 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box:  ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

CUSIP: 005329 107**

Page 2 of  8 Pages

1	Names of reporting persons Peter Luo
2	Check the appropriate box if a member of a group (a) x         (b) ¨
3	SEC use only
4	Source of funds PF; OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) x
6	Citizenship or place of organization United States

Number of shares beneficially owned by each reporting person with	7	Sole Voting Power 12,008,498⁽¹⁾
	8	Shared Voting Power 0
	9	Sole Dispositive Power 3,245,439⁽²⁾
	10	Shared Dispositive Power 6,334,595⁽³⁾

11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,008,498 ⁽¹⁾
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 21.28%⁽⁴⁾
14	Type of Reporting Person IN

(1)          Represents (i) 1,799,691 ordinary shares (including ordinary shares represented by the ADSs) held by Peter Luo; (ii) 337,415 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of February 27, 2024, (iii) 1,075,000 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo and (iv) 33,333 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo that are vested or will be vested within 60 days of February 27, 2024, (v) 6,000,000 ordinary shares held by HAN 2020 Irrevocable Trust, for which Xiaohong She is the Trustee and may be deemed the beneficial owner, (vi) 52,198 ordinary shares held by Xiaohong She; (vii) 48,230 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of February 27, 2024, (viii) 230,000 ordinary shares held by Great Han Fortune LP for the benefit of Xiaohong She, (ix) 4,167 ordinary shares held by Great Han Fortune LP for the benefit of Xiaohong She that are vested or will be vested within 60 days of February 27, 2024; (x) total of 1,561,717 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 (xi) total of 866,747 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 February 27, 2024.

(2)          Represents (i) 1,799,691 ordinary shares (including ordinary shares represented by the ADSs) held by Peter Luo; (ii) 337,415 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of February 27, 2024, (iii) 1,075,000 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo, and (iv) 33,333 ordinary shares held by Great Han Fortune LP for the benefit of Peter Luo that are vested or will be vested within 60 days of February 27, 2024.

CUSIP: 005329 107**

Page 3 of  8 Pages

(3)          Represents (i) 52,198 ordinary shares held by Xiaohong She; (ii) 48,230 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of February 27, 2024, (iii) 230,000 ordinary shares held by Great Han Fortune LP for the benefit of Xiaohong She, (iv) 4,167 ordinary shares held by Great Han Fortune LP for the benefit of Xiaohong She that are vested or will be vested within 60 days of February 27, 2024, and (v) 6,000,000 ordinary shares held by HAN 2020 Irrevocable Trust, for which Xiaohong She is the Trustee and may be deemed the beneficial owner.

(4)          Calculated based on (i) 55,145,839 ordinary shares issued and outstanding as of December 31, 2023, as provided by the Issuer and (ii) 1,289,892 ordinary shares underlying share options granted to Peter Luo-Acting-in-Concert-Group that are vested or will be vested within 60 days of February 27, 2024.

CUSIP: 005329 107**

Page 4 of  8 Pages

1	Names of reporting persons HAN 2020 Irrevocable Trust
2	Check the appropriate box if a member of a group (a) x         (b) ¨
3	SEC use only
4	Source of funds PF; OO
5	Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) x
6	Citizenship or place of organization California

Number of shares beneficially owned by each reporting person with	7	Sole Voting Power 6,000,000⁽¹⁾
	8	Shared Voting Power 0
	9	Sole Dispositive Power 6,000,000⁽¹⁾
	10	Shared Dispositive Power 0

11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,000 ⁽¹⁾
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
13	Percent of Class Represented by Amount in Row (11) 10.88%⁽²⁾
14	Type of Reporting Person OO

(1)           Represents 6,000,000 ordinary shares held by HAN 2020 Irrevocable Trust, for which Xiaohong She is the Trustee and may be deemed the beneficial owner.

(2)          Calculated based on 55,145,839 ordinary shares issued and outstanding as of December 31, 2023, as provided by the Issuer.

CUSIP: 005329 107**

Page 5 of 8 Pages

The Amendment No.1 to Schedule 13D filed with the Commission on February 17, 2023 (the “Existing Schedule 13D/A”) by a Reporting Person relating to the Ordinary Shares, is hereby amended in this Amendment No.2 (the “Amendment” and, together with the Existing Schedule 13D/A, the “Schedule 13D/A”). This Amendment is being filed to reflect the change of information set forth in the Existing Schedule 13D/A. Capitalized terms not defined herein have the meanings ascribed to them in the Existing Schedule 13D/A.

Item 1.

Security and Issuer.

This statement on the Amendment relates to the ordinary shares, par value USD $0.0001 per share of Adagene Inc. (“Ordinary Shares”, a Cayman Islands exempted company (the “Issuer”). The address of the principal executive offices of the Issuer is 4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park, Suzhou, Jiangsu Province, 215123, People’s Republic of China

Item 2.

Identity and Background.

(a)(b)(c)(f) This statement is being filed by Peter Luo, a United States citizen, and HAN 2020 Irrevocable Trust, a trust established under the laws of California (collectively, the “Reporting Persons”). Mr. Luo is the Chief Executive Officer, Chairman and Director of the Issuer. The principal business address of the Reporting Persons is 6042 Cornerstone Ct W, Suite E, San Diego, CA 92121.

(d)(e) Other than as described below, in the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) nor has he been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

The source of funds used in purchasing the securities beneficially owned by the Reporting Persons are personal funds, except with respect to ordinary shares underlying or acquired in connection with the exercise of options granted by the Reporting Persons to the Issuer.

Item 4.

Purpose of Transaction.

On August 31, 2023, a member of the Peter Luo-Acting-in-Concert-Group (as defined below) gifted 80,000 ordinary shares to a family member for nil consideration.

On September 28, 2023, Fangyong (Felix) Du’s resignation became effective; therefore, Fangyong (Felix) Du is no longer subject to the concert party agreement due to his departure from the Issuer. Accordingly, on the same day, the Reporting Persons ceased to beneficially own the voting power with respect to Fangyong (Felix) Du’s 1,292,688 ordinary shares.

On December 11, 2023, Mr. Luo gifted 250,000 ordinary shares to a family member for nil consideration.

On January 19, 2024, Mr. Luo transferred 4,000,000 ordinary shares to HAN 2020 Irrevocable Trust, which Xiaohong She is the Trustee and may be deemed the beneficial owner, for estate planning purpose.

On January 31, 2024, Mr. Luo transferred 2,000,000 ordinary shares to HAN 2020 Irrevocable Trust, which Xiaohong She is the Trustee and may be deemed the beneficial owner, for estate planning purpose.

On January 31, 2024, a member of the Peter Luo-Acting-in-Concert-Group received 80,000 ordinary shares from such person’s family member for nil consideration.

CUSIP: 005329 107**

Page 6 of 8 Pages

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 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) and (b) The information set forth in the cover page for the Reporting Persons is hereby incorporated by reference.

(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 and Fangyong (Felix) Du are no longer subject to the concert party agreement due to their departure from the Issuer.

CUSIP: 005329 107**

Page 7 of 8 Pages

Item 7.

Materials to be Filed as Exhibits.

Exhibit No.	Description

A	Concert Party Agreement dated December 14, 2020 among members of Peter Luo-Acting-in-Concert-Group.
B	Joint Filing Agreement by and between Peter Luo and HAN 2020 Irrevocable Trust, dated, March 1, 2024.

CUSIP: 005329 107**

Page 8 of 8 Pages

SIGNATURES

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.

Date: March 1, 2024

	PETER LUO

	/s/ Peter Luo
	Name:	Peter Luo

	HAN 2020 IRREVOCABLE Trust

	/s/ Xiaohong She
	Name:	Xiaohong She
	Title:	Trustee

SEC Form SC 13D/A filed by Adagene Inc. (Amendment)