天演药业美股招股说明书(2026-01-09版)

Adagene Inc. 10,625,000 Ordinary Shares or8,500,000 American Depositary Shares This prospectus covers the offer and resale from time to time of up to 10,625,000 ordinary shares, parvalue US$0.0001 per share, or up to 8,500,000 American Depositary Shares (“ADSs”), each representingone and one quarter (1.25) of our ordinary shares by the selling shareholder identified in this prospectus,including their transferees, pledgees or donees or their respective successors. The securities offered by theselling shareholder consist of 10,625,000 ordinary shares (or up to 8,500,000 ADSs that may represent suchordinary shares) issuable upon the conversion of 1,062,500 Series A Non-Voting Redeemable ConvertiblePreferred Shares, par value US$0.0001 per share of the Company (the “Series A Preferred Shares”) that areto be issued to the selling shareholder upon conversion of the Series A Preferred Shares that were sold andissued to the selling shareholder in a private placement pursuant to a securities purchase agreement, datedJune30, 2025, which closed on July2, 2025. The selling shareholder identified in this prospectus may offer the securities pursuant to this prospectusfrom time to time through public or private transactions at fixed prices, at market prices prevailing at thetime of sale, at prices related to prevailing market prices or at privately negotiated prices. The sellingshareholder may sell shares to or through underwriters, broker-dealers or agents, who may receivecompensation in the form of discounts, concessions or commissions from the selling shareholder, thepurchasers of the shares, or both. For additional information on the methods of sale that may be used by theselling shareholder, see the section entitled “Plan of Distribution” on page 66. For the information of theselling shareholder, see the section entitled “Selling shareholder” on page 64. We are not selling any securities under this prospectus and will not receive any proceeds from the saleby the selling shareholder of such shares. We are paying the cost of registering the ordinary shares coveredby this prospectus as well as various related expenses. The selling shareholder is responsible for all sellingcommissions, transfer taxes and other costs related to the offer and sale of their shares. You should carefully read this prospectus and any amendments or supplements accompanying thisprospectus, together with any documents incorporated by reference herein or therein, before you make yourinvestment decision. The selling shareholder may sell any, all or none of the securities offered by this prospectus and we donot know when or in what amount the selling shareholder may sell their common shares hereunderfollowing the effective date of the registration statement of which this prospectus forms a part. The ADSs are traded on the Nasdaq Global Market, or the Nasdaq, under the symbol “ADAG.” As ofJanuary8, 2026, the last reported sale price for the ADSs was US$1.65 per ADS. Investors in the ADSs or ordinary shares are purchasing securities of a Cayman Islands holdingcompany rather than securities of our subsidiaries that have substantive business operations in the UnitedStates or China. Adagene Inc. is a Cayman Islands holding company that conducts its operations and operateits business in the U.S. through its U.S. subsidiary, Adagene Incorporated. In addition, Adagene Inc.conducts its operations in China through its PRC subsidiary, Adagene (Suzhou) Limited, or AdageneSuzhou. Such structure involves unique legal and operational risks to investors in the ADSs and ordinaryshares. In particular, the PRC government has significant authority to exert influence on the ability of acompany with substantive operations in China, such as us, to conduct its business, accept foreigninvestments or list on a U.S. or other foreign exchanges. For example, we face risks associated withregulatory approvals of offshore offerings, anti-monopoly regulatory actions, oversight on cybersecurity anddata privacy. Such risks could result in a material change in our operations and/or the value of the ADSsrepresenting our ordinary shares or could significantly limit or completely hinder our ability to offer orcontinue to offer our ordinary shares represented by ADSs to investors and cause the value of suchsecurities to significantly decline or become worthless. As we are a holding company with substantive business operations in China, you shouldpay 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 CompanyAccounting Oversight Board, or PCAOB, was unable to conduct inspections without the approval of theChinese authorities. Trading in our ADSs on the Nasdaq or over-the- counter may be prohibited, and as aresult, our ADSs may be delisted under the Holding Foreign Companies Ac