Adagene Inc. ownership amendment: WuXi PharmaTech Healthcare Fund I L.P. and its parent WuXi AppTec Co., Ltd. report beneficial ownership of 3,485,038 ordinary shares (held as 2,788,030 ADS) representing 5.9% of shares as of March 31, 2026. The percentage is calculated using 59,231,993 ordinary shares outstanding as of December 31, 2025, per the issuer's Form 20-F.
This Schedule 13G/A clarifies voting and dispositive power: the filings show shared voting and shared dispositive power over the reported shares and state that AppTec Co. is the indirect parent and ultimate beneficial owner of PharmaTech.
Positive
None.
Negative
None.
Insights
Stake disclosure clarifies ownership and control links between PharmaTech and AppTec Co.
The filing amends prior Schedule 13G information to state that PharmaTech directly holds 3,485,038 ordinary shares (in the form of 2,788,030 ADS) and that WuXi AppTec Co., Ltd. is the indirect parent sharing voting and dispositive authority. The ownership percentage is anchored to the 59,231,993 shares outstanding as of December 31, 2025.
Implications are procedural: this is a passive ownership disclosure under Schedule 13G/A that documents beneficial ownership and control relationships. Future filings may update percentages if share counts or holdings change.
Key Figures
Ordinary shares beneficially owned:3,485,038 sharesADS equivalent held:2,788,030 ADSPercent of class:5.9%+2 more
5 metrics
Ordinary shares beneficially owned3,485,038 sharesas of March 31, 2026
"Each ADS represents 1.25 ordinary shares of the Issuer."
American depositary shares (ADS) are a way for investors in the United States to buy shares of foreign companies without dealing with the complexities of international markets. They represent ownership in a foreign company's stock and are traded on U.S. exchanges, making it easier and more convenient for Americans to invest internationally. ADSs allow investors to diversify their portfolios with foreign companies while using familiar trading platforms.
Beneficially ownedregulatory
"Amount beneficially owned: CUSIP Number 005329107 has been assigned to the American Depositary Shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Shared dispositive powerregulatory
"Shared Dispositive Power 3,485,038.00"
Joint Filing Agreementlegal
"Exhibit 99.1 Joint Filing Agreement by WuXi PharmaTech Healthcare Fund I L.P. and WuXi AppTec Co., Ltd."
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Adagene Inc.
(Name of Issuer)
Ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
005329107
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
005329107
1
Names of Reporting Persons
WuXi PharmaTech Healthcare Fund I L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,485,038.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,485,038.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,485,038.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
005329107
1
Names of Reporting Persons
WuXi AppTec Co., Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,485,038.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,485,038.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,485,038.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.9 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Adagene Inc.
(b)
Address of issuer's principal executive offices:
4F, Building C14, No. 218, Xinghu Street, Suzhou Industrial Park, Suzhou, Jiangsu Province, F4, 215123.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
WuXi PharmaTech Healthcare Fund I L.P. ("PharmaTech")
WuXi AppTec Co., Ltd. ("AppTec Co")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
288 Fute Zhong Road
Pudong New Area
Shanghai 200131, China
(c)
Citizenship:
PharmaTech Cayman Islands
AppTec Co China
(d)
Title of class of securities:
Ordinary shares, par value US$0.0001 per share
(e)
CUSIP No.:
005329107
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
CUSIP Number 005329107 has been assigned to the American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market under the symbol "ADAG". Each ADS represents 1.25 ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer's ordinary shares.
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
PharmaTech directly holds 3,485,038 ordinary shares held in the form of 2,788,030 ADS. AppTec Co is the indirect parent company, and ultimate beneficial owner of, PharmaTech and shares voting and investment authority over these shares.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the ordinary shares of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 59,231,993 ordinary shares outstanding (including in the form of American Depositary Shares) as of December 31, 2025, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on April 1, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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.
WuXi PharmaTech Healthcare Fund I L.P.
Signature:
/s/ Ming Shi
Name/Title:
Ming Shi, Director
Date:
05/15/2026
WuXi AppTec Co., Ltd.
Signature:
/s/ Ming Shi
Name/Title:
Ming Shi, Director
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement by WuXi PharmaTech Healthcare Fund I L.P. and WuXi AppTec Co., Ltd., dated as of January 7, 2021 (incorporate by reference to Exhibit 99.1 from Schedule 13G filed by the Reporting Persons on January 8, 2021).
What stake does WuXi PharmaTech hold in Adagene (ADAG)?
Directly holds 3,485,038 ordinary shares, reported as 2,788,030 ADS representing 5.9% of the class as of March 31, 2026. The percentage uses 59,231,993 shares outstanding as of December 31, 2025 per the Form 20-F.
Why is WuXi AppTec listed on the Schedule 13G/A for ADAG?
WuXi AppTec is the indirect parent and ultimate beneficial owner of WuXi PharmaTech Healthcare Fund I L.P., and the filing states AppTec Co. shares voting and investment authority over the 3,485,038 ordinary shares reported as of March 31, 2026.
What date does the ownership figure reference in the ADAG filing?
The ownership amounts are stated as of March 31, 2026. The filing also cites the share count denominator of 59,231,993 ordinary shares outstanding as of December 31, 2025 from the issuer's annual Form 20-F.
Does the Schedule 13G/A indicate sole voting power for WuXi PharmaTech or AppTec Co.?
No sole voting or dispositive power was reported; the cover-page rows incorporated by reference show 0 sole voting and 3,485,038 shared voting and dispositive power as of March 31, 2026.
Who signed the Schedule 13G/A amendment for ADAG?
Signed by Ming Shi, Director, on the signature block dated May 15, 2026, certifying the amendment on behalf of the reporting persons named in the filing.
