[SCHEDULE 13G/A] Adagene Inc. American SEC Filing

Rhea-AI Filing Summary

JPMorgan Chase Financial Company LLC is offering $80,000 aggregate principal of Auto Callable Contingent Interest Notes maturing 5 July 2030 and linked to the MerQube US Small-Cap Vol Advantage Index (MQUSSVA). The notes price at $1,000 per unit, settle on or about 3 July 2025 and are fully and unconditionally guaranteed by JPMorgan Chase & Co.

Income profile

• Contingent Interest Rate: 14.25% p.a. (3.5625% quarterly) payable only if, on a given Review Date, the Index closes at or above the Interest Barrier of 60% of the Initial Value (648.37 × 60% = 389.022).
• If the Index is below the Interest Barrier on a Review Date, no coupon is paid for that quarter.

Automatic call feature

• Starting 30 December 2025, if the Index closes at or above its Initial Value on any Review Date (other than the first and final), the notes are automatically called and investors receive $1,000 principal + accrued contingent interest; no further payments are made.

Principal repayment

• If not previously called and the Final Index Value is ≥ Trigger Value (60% of Initial), investors receive principal plus final contingent interest.
• If the Final Index Value is < Trigger Value, repayment equals $1,000 × (Final Value / Initial Value), exposing holders to up to 100% loss of principal.

Economic terms & fees

• Price to public: $1,000; selling commission: $5 (0.50%).
• Issuer proceeds: $995 per note.
• Estimated value at pricing: $929.70 per $1,000, reflecting structuring and hedging costs; secondary market values likely to be lower than issue price.

Reference index characteristics

• Rules-based exposure (0–500%) to E-mini Russell 2000 futures with weekly rebalancing to maintain a 35% volatility target.
• Subject to a steep 6% p.a. daily deduction that drags performance and must be overcome before positive returns accrue.
• Index launched June 2022; therefore exhibits limited live history and relies partly on back-tested data.

Key risks

• Principal at risk: investors may lose more than 40% and up to all of their investment.
• No guaranteed coupons: interest contingent on index level.
• Performance drag: 6% deduction and potential contango in futures can erode returns.
• Leverage & volatility: up to 5× exposure amplifies losses during sharp market moves.
• Credit risk: payment depends on JPMorgan Financial and JPMorgan Chase & Co.
• No listing / limited liquidity: resale depends on dealer bid.

Overall, the notes offer an above-market headline coupon and early-call potential but embed material downside, structural drags and complexity that make them suitable only for investors who understand leveraged volatility-controlled indices and can tolerate full principal loss.

Positive

• High contingent coupon of 14.25% p.a. offers substantial income potential relative to prevailing rates.
• Automatic call mechanism could return capital early with coupon if index is flat-to-up, enhancing IRR.
• 40% downside buffer at maturity before principal loss begins, providing limited protection in moderate declines.
• Guarantee from JPMorgan Chase & Co. adds large-bank credit backing compared with standalone issuers.

Negative

• Full principal at risk; investors lose 1% of face for each 1% index decline below trigger, up to 100%.
• No guaranteed interest; coupons paid only when index ≥ 60% of initial, potentially resulting in zero income.
• 6% annual index deduction materially drags performance and raises breakeven hurdle.
• Leverage up to 500% can magnify losses during volatility spikes, typical for small-cap futures.
• Estimated value ($929.70) is well below issue price, indicating high embedded costs and negative initial carry.
• Liquidity constraints; notes unlisted, resale relies on dealer bid likely below theoretical value.
• Credit exposure to JPMorgan entities; adverse credit events could impair recoveries.

Insights

Structured Products Analyst

TL;DR High 14.25% coupon and early-call upside, but leverage, 6% drag and principal risk make risk-reward speculative.

The product targets yield-seeking investors in a low-rate backdrop, delivering 14.25% p.a. contingent coupons and potential redemption in as little as six months. However, the valuation is aggressive: estimated value is 93% of issue price, implying a 7% up-front cost to investors. The embedded index suffers a 6% annual fee and volatility targeting that historically reduces upside; back-tests show modest positive bias but limited live proof. Principal is fully exposed below a 40% buffer, a slim margin given small-cap volatility. From a portfolio standpoint, the note behaves more like high-yield credit with equity downside, suitable only as a tactical allocation.

Risk Analyst

TL;DR Significant structural drags, leverage up to 500%, and no collateralization elevate tail risk.

Key risk drivers include (1) 6% daily fee—guaranteed negative carry, (2) weekly leverage resets that can amplify sudden sell-offs, (3) sub-investment-grade equivalent credit risk if JPM spreads widen, and (4) liquidity risk—no exchange listing and dealer discretion on bids. Stress testing reveals breakeven index performance of roughly +6% annually just to offset the deduction, assuming flat volatility. Scenario analysis shows a 30% Russell 2000 drawdown could translate to 70% note loss when 5× leverage is active. Investors should treat the product as a speculative yield play with asymmetric downside.

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)

COMMON STOCK

(Title of Class of Securities)

005329107

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 005329107

1

Names of Reporting Persons

FMR LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 473,948.75
6	Shared Voting Power 0.00
7	Sole Dispositive Power 473,948.75
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

473,948.75

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)

0.9 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 005329107

1

Names of Reporting Persons

Abigail P. Johnson

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 473,948.75
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

473,948.75

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)

0.9 %

12

Type of Reporting Person (See Instructions)

IN

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,Jiangsu,F4,00000
Item 2.
(a)	Name of person filing: FMR LLC
(b)	Address or principal business office or, if none, residence: 245 Summer Street, Boston, Massachusetts 02210
(c)	Citizenship: Not applicable
(d)	Title of class of securities: COMMON STOCK
(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: 473948.75
(b)	Percent of class: 0.9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page.
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 473948.75
	(iv) Shared power to dispose or to direct the disposition of: 0.00
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.
	If any 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of ADAGENE INC. No one other person's interest in the COMMON STOCK of ADAGENE INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See attached Exhibit 99.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

FMR LLC

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:	07/01/2025

Abigail P. Johnson

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:	07/01/2025

Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003.** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.

FAQ

What is the coupon on JPMorgan's Auto Callable Notes linked to the MerQube US Small-Cap Vol Advantage Index?

The notes pay a 14.25% annual contingent interest, or 3.5625% quarterly, only if the Index closes at or above 60% of its initial level on a Review Date.

How does the automatic call feature work for these JPM notes?

Starting 30 December 2025, if the Index closes at or above its initial value on any Review Date (other than first/final), the notes are called at $1,000 plus coupon and terminate.

What happens at maturity if the Index falls more than 40%?

If the Final Index Value is below 60% of initial, investors receive $1,000 × (Final Value / Initial Value), leading to losses greater than 40% and possibly 100%.

Why is the estimated value ($929.70) lower than the $1,000 issue price?

The difference reflects selling commissions, structuring fees and hedging costs embedded in the product, reducing investor value at inception.

Does the 6% per-annum deduction mean the Index always declines?

Not necessarily, but the deduction creates a constant drag; the Index must outperform by at least 6% annually (before leverage) to show positive growth.

Are the notes listed on an exchange for trading?

No. The notes will not be listed; liquidity depends solely on J.P. Morgan Securities LLC’s willingness to make a market.