[SCHEDULE 13G/A] Adagene Inc. Amended Passive Investment Disclosure
WuXi entities report 3.5% stake in Adagene
Adagene Inc. received an amended Schedule 13G from WuXi PharmaTech Healthcare Fund I L.P. and its indirect parent WuXi AppTec Co., Ltd., reporting passive ownership of Adagene’s ordinary shares.
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Adagene Inc. received an amended Schedule 13G from WuXi PharmaTech Healthcare Fund I L.P. and its indirect parent WuXi AppTec Co., Ltd., reporting passive ownership of Adagene’s ordinary shares. The Reporting Persons state they are not acting as a group. As of June 30, 2026, PharmaTech beneficially owned 2,891,594 ordinary shares, held in the form of 2,313,275 American Depositary Shares (ADS). Each ADS represents 1.25 ordinary shares. WuXi AppTec is the ultimate beneficial owner of PharmaTech and shares voting and investment authority over these shares. This position represents 3.5% of Adagene’s ordinary shares, based on 82,564,493 ordinary shares outstanding (including in ADS form) as of April 6, 2026. The filing confirms that the Reporting Persons have shared, but not sole, voting and dispositive power over the reported shares and now own 5% or less of this class.
Ordinary shares beneficially owned2,891,594 ordinary sharesBeneficially owned by WuXi PharmaTech Healthcare Fund I L.P. as of June 30, 2026
Ownership percentage3.5%Percentage of Adagene ordinary shares beneficially owned by each Reporting Person
Shares outstanding82,564,493 ordinary sharesOrdinary shares outstanding (including ADS form) as of April 6, 2026
ADS held2,313,275 ADSAmerican Depositary Shares held by WuXi PharmaTech Healthcare Fund I L.P.
ADS to ordinary share ratio1 ADS = 1.25 ordinary sharesEach American Depositary Share represents 1.25 ordinary shares of Adagene
Shared voting and dispositive power2,891,594 sharesShares over which the Reporting Persons have shared voting and dispositive power
Key Terms
American Depositary Shares, beneficially owned, shared voting power, shared dispositive power, +1 more
5 terms
American Depositary Sharesfinancial
"American Depositary Shares ("ADS") of the Issuer, which are quoted on the Nasdaq Global Market"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
beneficially ownedfinancial
"sets forth the aggregate number of ordinary shares of the Issuer beneficially owned by such Reporting Person"
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 voting powerfinancial
"Shared Voting Power 2,891,594.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 2,891,594.00"
ultimate beneficial ownerfinancial
"AppTec Co is the indirect parent company, and ultimate beneficial owner of, PharmaTech"
The ultimate beneficial owner is the real person who ultimately owns or controls a company or asset, even if ownership is hidden behind layers of other companies, trusts, or nominees. Investors care because knowing who truly pulls the strings reveals who makes decisions and assumes risk, helps spot conflicts of interest or legal exposure, and improves trust and compliance — think of it as finding the owner behind a curtain rather than the front-facing spokesperson.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake in Adagene Inc. (ADAG) does WuXi PharmaTech Healthcare Fund report in this 13G/A?
WuXi PharmaTech Healthcare Fund reports beneficial ownership of 2,891,594 ordinary shares of Adagene Inc., representing 3.5% of the company’s ordinary shares based on 82,564,493 shares outstanding as of April 6, 2026.
How many Adagene (ADAG) ADSs are held by WuXi PharmaTech Healthcare Fund?
WuXi PharmaTech Healthcare Fund directly holds its interest as 2,313,275 American Depositary Shares (ADS). Each ADS represents 1.25 ordinary shares of Adagene, resulting in total beneficial ownership of 2,891,594 ordinary shares as of June 30, 2026.
What percentage of Adagene (ADAG) does WuXi AppTec Co., Ltd. beneficially own through its fund?
WuXi AppTec Co., Ltd., as indirect parent and ultimate beneficial owner of the fund, shares authority over 2,891,594 ordinary shares, representing 3.5% of Adagene’s ordinary shares, calculated on 82,564,493 shares outstanding as of April 6, 2026.
Does the WuXi group report owning more than 5% of Adagene (ADAG) in this amendment?
No. The filing indicates ownership of 5 percent or less of Adagene’s ordinary shares. The reported position is 3.5% of the class, based on the company’s stated 82,564,493 ordinary shares outstanding.
Do WuXi PharmaTech and WuXi AppTec have sole or shared voting power over Adagene (ADAG) shares?
They report 0 shares with sole voting or dispositive power and 2,891,594 shares with shared voting and shared dispositive power. WuXi AppTec and WuXi PharmaTech share authority over these Adagene ordinary shares.
Are WuXi PharmaTech and WuXi AppTec filing as a group with respect to Adagene (ADAG)?
They identify themselves collectively as the Reporting Persons but expressly disclaim status as a “group” for Exchange Act purposes, even though WuXi AppTec is the indirect parent and ultimate beneficial owner of WuXi PharmaTech.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Adagene Inc.
(Name of Issuer)
Ordinary shares, par value US$0.0001 per share
(Title of Class of Securities)
005329107
(CUSIP Number)
06/30/2026
(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
2,891,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,891,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,891,594.00
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)
3.5 %
12
Type of Reporting Person (See Instructions)
PN
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
2,891,594.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,891,594.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,891,594.00
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)
3.5 %
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 June 30, 2026 and is incorporated by reference.
PharmaTech directly holds 2,891,594 ordinary shares held in the form of 2,313,275 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 June 30, 2026 and is incorporated by reference. The percentage set forth in each row 11 is based upon 82,564,493 ordinary shares outstanding (including in the form of American Depositary Shares) as of April 6, 2026, as reported in the Issuer's prospectus supplement dated April 2, 2026 filed with the Securities and Exchange Commission (the "SEC") on April 2, 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 June 30, 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 June 30, 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 June 30, 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 June 30, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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:
08/14/2026
WuXi AppTec Co., Ltd.
Signature:
/s/ Ming Shi
Name/Title:
Ming Shi, Director
Date:
08/14/2026
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).
