Adagene (NASDAQ: ADAG) Schedule 13D/A details Luo group and trust stakes

Rhea-AI Filing Summary

Adagene, Inc. received an amended Schedule 13D showing updated major shareholder positions and estate planning transfers. Peter Luo is reported to beneficially own 6,242,998 ordinary shares, representing 7.09% of the class, including shares and options held by him and members of the Peter Luo-Acting-in-Concert-Group.

The HAN 2020 Irrevocable Trust holds 9,390,439 ordinary shares, representing 11.20% of the class. These percentages are based on 83,832,157 ordinary shares outstanding as of May 31, 2026. On May 23, 2025, Luo and Xiaohong She received shares from Great Han Fortune LP and then transferred them to the HAN 2020 Irrevocable Trust for estate planning purposes.

The filing reiterates the concert party agreement among members of the Peter Luo-Acting-in-Concert-Group regarding coordinated voting and recognition of Luo’s controlling position. It also notes that, after a December 19, 2024 change of trustee to North Point Trust Company, beneficial ownership of the HAN 2020 Irrevocable Trust is no longer attributed to Luo or She.

Key Figures

Peter Luo beneficial ownership: 6,242,998 ordinary shares Peter Luo ownership percentage: 7.09% HAN 2020 Trust beneficial ownership: 9,390,439 ordinary shares +5 more

8 metrics

Peter Luo beneficial ownership 6,242,998 ordinary shares Amount beneficially owned; cover page figure for Peter Luo

Peter Luo ownership percentage 7.09% Percent of class represented by 6,242,998 shares

HAN 2020 Trust beneficial ownership 9,390,439 ordinary shares Amount beneficially owned by HAN 2020 Irrevocable Trust

HAN 2020 Trust ownership percentage 11.20% Percent of class represented by 9,390,439 shares

Shares outstanding 83,832,157 ordinary shares Issued and outstanding as of May 31, 2026

Luo options within 60 days 2,081,484 ordinary shares Ordinary shares underlying options to Peter Luo vesting within 60 days of June 5, 2026

Acting-in-concert options within 60 days 4,185,963 ordinary shares Ordinary shares underlying options to Peter Luo-Acting-in-Concert-Group vesting within 60 days of June 5, 2026

Great Han Fortune LP transfers 191,667 and 23,333 shares Shares received by Luo and She then transferred to the HAN 2020 Irrevocable Trust on May 23, 2025

Key Terms

beneficial ownership, Acting-in-Concert-Group, concert party agreement, irrevocable trust, +2 more

6 terms

beneficial ownership financial

"beneficial ownership from time to time due to the acquisition or disposal of beneficial ownership by the members"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Acting-in-Concert-Group financial

"members of Peter Luo-Acting-in-Concert-Group entered into a concert party agreement"

concert party agreement financial

"entered into a concert party agreement (the "Agreement"), pursuant to which the parties agree to"

irrevocable trust financial

"HAN 2020 Irrevocable Trust is a family trust established by Dr. Peter Luo"

An irrevocable trust is a legal arrangement where an owner transfers assets into a separate entity managed by a trustee and gives up the power to modify or reclaim those assets. For investors it matters because putting stock or other holdings into such a trust can change who controls and benefits from the assets, affect taxes and creditor protection, and influence how easy it is to sell or value those holdings—like placing valuables in a locked safe overseen by someone else.

sole voting power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

sole dispositive power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 9 | Sole Dispositive Power"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Adagene, Inc.

(Name of Issuer)

Ordinary shares, par value USD $0.0001 per share

(Title of Class of Securities)

005329107

(CUSIP Number)

Peter Luo
4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial ParkSuzhou
Jiangsu Province, F4, 215123
86-512-8777-3632

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/05/2026

(Date of Event Which Requires 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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 005329107

1

Name of reporting person

Peter Luo

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 6,242,998.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,230,998.00
10	Shared Dispositive Power 434,248.00

11

Aggregate amount beneficially owned by each reporting person

6,242,998.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.09 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Row 7 and 11 represent (i) 149,514 ordinary shares (including ordinary shares represented by the ADSs) held by Peter Luo; (ii) 2,081,484 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of June 05, 2026, (iii) 56,021 ordinary shares (including ordinary shares represented by the ADSs) held by Xiaohong She; (iv) 378,227 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of June 05, 2026, (v) total of 1,851,500 ordinary shares (including ordinary shares represented by the ADSs) held by Raymond Tam, Qinghai Zhao and several key employees of the Company, and (vi) total of 1,726,252 share options granted to Raymond Tam, Qinghai Zhao and several key employees that are vested or will be vested within 60 days of June 05, 2026. Row 9 represents (i) 149,514 ordinary shares (including ordinary shares represented by the ADSs) held by Peter Luo; and (ii) 2,081,484 ordinary shares underlying share options granted to Peter Luo that are vested or will be vested within 60 days of June 05, 2026. Row 10 represents (i) 56,021 ordinary shares held by Xiaohong She (including ordinary shares represented by the ADSs); and (ii) 378,227 ordinary shares underlying share options granted to Xiaohong She that are vested or will be vested within 60 days of June 05, 2026. Row 13 represents calculation based on (i) 83,832,157 ordinary shares issued and outstanding as of May 31, 2026, as provided by the Issuer and (ii) 4,185,963 ordinary shares underlying share options granted to Peter Luo-Acting-in-Concert-Group that are vested or will be vested within 60 days of June 05, 2026.

SCHEDULE 13D

CUSIP Number(s): 005329107

1

Name of reporting person

HAN 2020 Irrevocable Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,390,439.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 9,390,439.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,390,439.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.20 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Rows 7, 9 and 11 represents 9,390,439 ordinary shares held by HAN 2020 Irrevocable Trust. The HAN 2020 Irrevocable Trust is a family trust established by Dr. Peter Luo as trustor for the benefits of Dr. Luo's family members, of which North Point Trust Company is the current trustee. Row 13 represents calculation based on 83,832,157 ordinary shares issued and outstanding as of May 31, 2026, as provided by the Issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value USD $0.0001 per share
(b)	Name of Issuer: Adagene, Inc.
(c)	Address of Issuer's Principal Executive Offices: 4F, Building C14, No. 218, Xinghu Street, Suzhou, Jiangsu Province, CHINA , 215123.
Item 4.	Purpose of Transaction
	On May 23, 2025, Mr. Luo received 191,667 ordinary shares from Great Han Fortune LP for the benefit of Peter Luo, and Xiaohong She received 23,333 ordinary shares from Great Han Fortune LP for the benefit of Xiaohong She. On May 23, 2025, Mr. Luo and Xiaohong She transferred 191,667 and 23,333 ordinary shares respectively to HAN 2020 Irrevocable Trust, for estate planning purpose. Due to the operation of the Concert Party Agreement dated December 14, 2020 among members of Peter Luo-Acting-in-Concert-Group, Peter Luo may be deemed to acquire or dispose additional beneficial ownership from time to time due to the acquisition or disposal of beneficial ownership by the members of Peter Luo-Acting-in-Concert-Group. 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)	The information set forth in the cover page for the Reporting Persons is hereby incorporated by reference.
(b)	See Item 5(a).
(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, JC Xu, Fangyong (Felix) Du and Ping Ren are no longer subject to the concert party agreement due to their departure from the Issuer. The HAN 2020 Irrevocable Trust is a family trust established by Dr. Peter Luo as trustor and Xiaohong She as the initial trustee under a trust agreement dated September 28, 2020, for the benefits of Dr. Luo's family members. On December 19, 2024, the trustee of the Han 2020 Irrevocable Trust was changed from Xiaohong She to North Point Trust Company. North Point Trust Company, acting as the independent trustee, exercises all powers of the investment director under the trust. Accordingly, beneficial ownership of the Han 2020 Irrevocable Trust is ceased to be attributed to Xiaohong She or Peter Luo.

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.

Peter Luo

Signature:	/s/ Peter Luo
Name/Title:	Peter Luo
Date:	06/08/2026

HAN 2020 Irrevocable Trust

Signature:	/s/ Todd Wiles
Name/Title:	North Point Trust Company/ Trustee
Date:	06/08/2026

FAQ

What ownership stake does Peter Luo report in Adagene (ADAG)?

Peter Luo reports beneficial ownership of 6,242,998 Adagene ordinary shares, equal to 7.09% of the class. This includes shares and vested options held by him and members of the Peter Luo-Acting-in-Concert-Group as described in the filing.

How many Adagene (ADAG) shares does HAN 2020 Irrevocable Trust hold?

The HAN 2020 Irrevocable Trust holds 9,390,439 Adagene ordinary shares, representing 11.20% of the class. This position is based on 83,832,157 ordinary shares issued and outstanding as of May 31, 2026, as provided by the issuer.

What transfers occurred on May 23, 2025 involving Adagene (ADAG) shares?

On May 23, 2025, Peter Luo received 191,667 ordinary shares and Xiaohong She received 23,333 shares from Great Han Fortune LP. They then transferred the same numbers of shares to the HAN 2020 Irrevocable Trust for estate planning purposes.

What is the Peter Luo-Acting-in-Concert-Group in relation to Adagene (ADAG)?

The Peter Luo-Acting-in-Concert-Group is a group of shareholders who agreed to act in concert on voting and major decisions. They recognize Peter Luo’s controlling position and follow his opinions on Adagene’s daily operations and key corporate decisions, under a concert party agreement.

How many Adagene (ADAG) ordinary shares are outstanding in this filing?

The ownership percentages are calculated using 83,832,157 Adagene ordinary shares issued and outstanding as of May 31, 2026. This share count is provided by the issuer and serves as the baseline for the reported ownership stakes.

Who is the trustee of the HAN 2020 Irrevocable Trust holding Adagene (ADAG) shares?

North Point Trust Company is the current trustee of the HAN 2020 Irrevocable Trust. On December 19, 2024, the trustee changed from Xiaohong She to North Point Trust Company, which now exercises all powers of the investment director under the trust.