天演药业美股招股说明书(2025-05-30版)

Adagene Inc. Up to US$100,000,000 of American Depositary SharesRepresenting Ordinary Shares We have entered into a Sales Agreement, or sales agreement, with Leerink Partners LLC, or Leerink Partners, dated March29,2024, relating to the sale of American depositary shares, or ADSs, each representing one and one quarter (1.25) of our ordinary shares,par value US$0.0001 per share, or Ordinary Shares, offered by this prospectus supplement. In accordance with the terms of the salesagreement, under this prospectus supplement we may offer and sell our ADSs, having an aggregate offering price of up toUS$100million from time to time through Leerink Partners LLC, acting as our agent. Sales of our ADSs, together with the underlying Ordinary Shares, if any, under this prospectus supplement will be made by anymethod permitted that is deemed an “at the market offering” as defined in Rule415 under the Securities Act of 1933, as amended, orthe Securities Act, including sales made directly on or through The Nasdaq Global Market, on or through any other existing tradingmarket for our ADSs or to or through a market maker or otherwise, through block transactions and/or any other method permitted bylaw, in each case at market price. Leerink Partners is not required to sell any specific number or dollar amount of securities but will actas our sales agent using commercially reasonable efforts consistent with its normal trading and sales practices and applicable state andfederal laws, rules and regulations and the rules of the Nasdaq, on mutually agreed terms between Leerink Partners and us. There is nominimum sale requirements, and there is no arrangement for funds to be received in any escrow, trust or similar arrangement. Leerink Partners will be entitled to compensation at a commission rate of up to 3.0% of the gross proceeds of any ADSs soldpursuant to the sales agreement. See “Plan of Distribution” beginning on page S-16 for additional information regarding thecompensation to be paid to Leerink Partners. In connection with the sale of the ADSs on our behalf, Leerink Partners may be deemed to be an “underwriter” within the meaningof the Securities Act, and the compensation of Leerink Partners may be deemed to be underwriting commissions or discounts. We havealso agreed to provide indemnification and contribution to Leerink Partners with respect to certain liabilities, including liabilities underthe Securities Act. Our ADSs trade on The Nasdaq Global Market, or Nasdaq, under the trading symbol “ADAG”. On May 29, 2025, the last saleprice of our ADSs as reported on Nasdaq was US$1.955 per ADS. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012, and, as such, aresubject to certain reduced public company reporting requirements. See “Prospectus Supplement Summary — Implications of Being anEmerging Growth Company” on page S-9 of this prospectus. Investing in the ADSs involves risk. See “Risk Factors” beginning on pageS-12of this prospectus supplement and in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus for a discussion of certain risks that youshould consider in connection with an investment in the ADSs. Investors in the ADSs are purchasing securities of a Cayman Islands holding company rather than securities of our subsidiariesthat have substantive business operations in the United States or China. Adagene Inc. is a Cayman Islands holding company thatconducts its operations and operate its business in the U.S. through its U.S. subsidiary, Adagene Incorporated. In addition, AdageneInc. conducts its operations in China through its PRC subsidiary, Adagene (Suzhou) Limited, or Adagene Suzhou. Such structureinvolves unique legal and operational risks to investors in the ADSs and Ordinary Shares. In particular, the PRC government hassignificant authority to exert influence on the ability of a company with substantive operations in China, such as us, to conduct itsbusiness, accept foreign investments or list on a U.S. or other foreign exchanges. For example, we face risks associated with regulatoryapprovals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity and data privacy. Such risks could resultin a material change in our operations and/or the value of the ADSs representing our Ordinary Shares or could significantly limit orcompletely hinder our ability to offer or continue to offer our Ordinary Shares represented by ADSs to investors and cause the value ofsuch securities to significantly decline or become worthless. As we are a holding company with substantive business operations inChina, you should pay special attention to disclosures included in our most recent annual report on Form 20-F incorporated byreference in this prospectus and risk factors included herein. In addition, our auditor is headquartered in mainland China, a jurisdiction where the Public Company Accounting Oversig