UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission file number: 001-39997
Adagene Inc.
(Exact Name of Registrant as Specified in Its Charter)
4F, Building C14, No. 218
Xinghu Street, Suzhou Industrial Park
Suzhou, Jiangsu Province, 215123
People’s Republic of China
(Address of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
On April
2, 2026, Adagene Inc. (“Adagene or the Company”), (Nasdaq: ADAG), a company transforming the discovery and development
of novel antibody-based therapies, entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink
Partners LLC (“Leerink Partners”) and LifeSci Capital LLC (“LifeSci” and together with Leerink Partners, the
“Underwriters”), pursuant to which the Company agreed to issue and sell in an underwritten offering (the
“Offering”) an aggregate of 18,666,000 American Depositary Shares (“ADSs”), each ADS representing 1.25
ordinary shares of the Company, at the offering price of US$3.75 per ADS,
representing the 30-day volume-weighted average price (“VWAP”). All of the securities are being sold by the Company.
The
gross proceeds to the Company from the Offering will be approximately US$70.0 million,
before deducting the underwriting discounts and estimated offering expenses payable by the Company. The closing of the Offering is expected
to occur on April 6, 2026, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement
contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only
for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject
to limitations agreed upon by such parties.
In
addition, in connection with the Offering, officers and directors of the Company entered into a lock-up agreement with
the Underwriters, pursuant to which, subject to certain exceptions, they agreed not to offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise
dispose of or transfer any ADSs, ordinary shares or securities convertible into or exchangeable or exercisable for ADSs or ordinary shares
for a period of 60 days following the date of prospectus supplement without the prior written consent of Leerink Partners, on behalf
of the Underwriters.
The
Offering is being made pursuant to the Company’s effective shelf registration statement on Form F-3 and accompanying
prospectus (File No. 287161), filed with the U.S. Securities and Exchange Commission (the “SEC”), and a prospectus
supplement thereunder. A copy of the Underwriting Agreement is filed as Exhibits 1.1 and 4.1, respectively, to this report, and the
foregoing description of the terms of the Underwriting Agreement do not purport to be complete
and are qualified in their entirety by reference to such exhibits. A copy of the opinion of Walkers (Hong Kong) relating to the legality of the issuance and sale of the ordinary shares in the Offering is attached as Exhibits 5.1
hereto. A copy of the opinion of Jingtian & Gongcheng relating to certain PRC law matters is attached as Exhibit
8.1 hereto.
INCORPORATION BY REFERENCE
This report on Form 6-K is hereby incorporated by reference in
the registration statements of Adagene on Form F-3 (No. 333-287161) to the extent not superseded by documents or reports subsequently filed.
FORWARD LOOKING Statement
Statements contained in this current report contains forward-looking statements, including, but not limited to, statements relating to
the satisfaction of customary closing conditions related to the offering, the expected closing of the offering and the anticipated gross
proceeds from the offering and Adagene's intended use of the net proceeds therefrom. Actual results may differ materially from those indicated
in the forward-looking statements due to the risks and uncertainties associated with market conditions and the satisfaction of customary
closing conditions related to the offering, as well as risks and uncertainties inherent in Adagene's business described in the Company's
prior press releases as well as those risks more fully discussed in the “Risk Factors” section in Adagene's filings with the
U.S. Securities and Exchange Commission. All forward-looking statements are based on information currently available to Adagene, and Adagene
undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting
Agreement, by and among the Company, Leerink Partners LLC, and LifeSci Capital LLC, as representatives
of the several underwriters named therein, dated April 2, 2026. |
| 5.1 |
|
Opinion of Walkers (Hong Kong). |
| 8.1 |
|
Opinion of Jingtian & Gongcheng. |
| 23.1 |
|
Consent of Walkers (Hong Kong) (included in Exhibit 5.1). |
| 23.2 |
|
Consent of Jingtian & Gongcheng (included in Exhibit 8.1). |
| 99.1 |
|
Press Release. |
Signature
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
ADAGENE, INC. |
| |
|
|
| Date: |
April 2, 2026 |
|
By: |
/s/ Peter (Peizhi) Luo |
| |
|
|
|
Name: Peter (Peizhi) Luo |
| |
|
|
|
Title: Chief Executive Officer |
Exhibit 99.1
Adagene Announces Pricing
of US$70.0 Million Public Offering of ADSs
SAN DIEGO and SUZHOU,
China, April 2, 2026 (GLOBE NEWSWIRE) -- Adagene Inc. (“Adagene” or the “Company”) (Nasdaq:
ADAG), a company committed to transforming the discovery and development of novel antibody-based therapies, today announced the pricing
of its underwritten public offering of 18,666,000 American depositary shares, or ADSs, each representing 1.25 ordinary shares of the
Company, par value US$0.0001 per share, at the offering price of US$3.75 per ADS, representing the 30-day volume-weighted average price (“VWAP”).
The gross proceeds to Adagene
from the offering are expected to be approximately US$70.0 million, before deducting underwriting discount
and offering expenses. The offering is expected to close on April 6, 2026, subject to the satisfaction of customary closing conditions.
Leerink Partners and LifeSci
Capital are acting as joint book-running managers for the offering. Lucid Capital Markets is acting as co-manager for the offering.
The offering featured participation
from new and existing investors including Janus Henderson Investors, Deerfield Management, Invus, Sirenia and Columbia Threadneedle
Investments, among others.
The offering is being made
pursuant to a shelf registration statement on Form F-3, including a base prospectus, that was initially filed with the Securities
and Exchange Commission (SEC) on May 9, 2025 and became effective on May 30, 2026. A prospectus supplement and accompanying
prospectus relating to the offering will be filed with the SEC and will be available for free on the SEC’s website located at www.sec.gov.
Copies of the prospectus relating to the offering may be obtained, when available, from: Leerink Partners LLC, Attention: Syndicate
Department, 53 State Street, 40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com;
or LifeSci Capital LLC, 1700 Broadway, 40th Floor, New York, New York 10019, or by email at legalnotices@lifescicapital.com.
This press release shall
not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
About Adagene Inc.
Adagene Inc. (Nasdaq: ADAG) is a platform-driven,
clinical-stage biotechnology company committed to transforming the discovery and development of novel antibody-based cancer immunotherapies.
Adagene combines computational biology and artificial intelligence to design novel antibodies that address globally unmet patient
needs. The company has forged strategic collaborations with reputable global partners that leverage its SAFEbody precision masking
technology in multiple approaches at the vanguard of science.
Safe Harbor Statement
This press release contains forward-looking statements,
including, but not limited to, statements relating to the satisfaction of customary closing conditions related to the offering, the expected
closing of the offering and the anticipated gross proceeds from the offering and Adagene’s intended use of the net proceeds therefrom.
Actual results may differ materially from those indicated in the forward-looking statements due to the risks and uncertainties associated
with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties
inherent in Adagene’s business described in the Company’s prior press releases as well as those risks more fully discussed
in the “Risk Factors” section in Adagene’s filings with the U.S. Securities and Exchange Commission. All forward-looking
statements are based on information currently available to Adagene, and Adagene undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Investor Contacts:
Raymond Tam
raymond_tam@adagene.com
Corey Davis
LifeSci Advisors
cdavis@lifesciadvisors.com
Media Contact:
Lindsay Rocco
Elixir Health PR
862-596-1304
lrocco@elixirhealthpr.com
