Adagene INC. 424B5 Filing

Key Financial Figures

• $0.0001 — 25) of our ordinary shares, par value US$0.0001 per share, or Ordinary Shares. Our AD
• $3.92 — of our ADSs as reported on Nasdaq was US$3.92 per ADS. We are an emerging growth co
• $20.5 m — d 2025, Adagene Inc. made payments of US$20.5 million, US$16.3 million and US$28.5 mill
• $16.3 million — nc. made payments of US$20.5 million, US$16.3 million and US$28.5 million, respectively, in c
• $28.5 m — US$20.5 million, US$16.3 million and US$28.5 million, respectively, in cash to Adagene

Filing Documents

• tm2610656-1_424b5.htm (424B5) — 1129KB
• lg_adagene-4clr.jpg (GRAPHIC) — 7KB
• fc_corporate-bw.jpg (GRAPHIC) — 42KB
• 0001104659-26-038861.txt ( ) — 1195KB

Use of Proceeds

Use of Proceeds S-18 Dividend Policy S-19 Capitalization S-20

Dilution

Dilution S-21 Taxation S-22

Underwriting

Underwriting S-28 Legal Matters S-32 Experts S-33 Where You Can Find More Information S-34 Incorporation by Reference S-35 PROSPECTUS Page About This Prospectus 1 Our Company 3

Risk Factors

Risk Factors 14 Cautionary Note Regarding Forward-Looking Statements 33

Use of Proceeds

Use of Proceeds 35 Capitalization and Indebtedness 36 Description of Share Capital and Memorandum and Articles of Association 37 Description of Warrants 46 Description of Units 47 Forms of Securities 48 Description of American Depositary Shares 50 Enforceability of Civil Liabilities 65 Taxation 67 Plan of Distribution 68 Expenses 72 Incorporation of Certain Documents by Reference 73 Legal Matters 74 Experts 75 Where You Can Find More Information 76 You should rely only on the information contained or incorporated by reference into this prospectus supplement or in any free writing prospectus filed by us with the SEC. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or incorporated by reference into this prospectus supplement or in any free writing prospectus is accurate as of any date other than the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates. S-i TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part is the accompanying base prospectus, which is part of a registration statement that we filed with the SEC using a "shelf" registration process. The accompanying base prospectus describes the general terms of the securities that may be offered pursuant to the accompanying base prospectus and the general manner in which those securities will be offered, some of which may not apply to this offering. This prospectus supplement and the information incorporated by reference in this prospectus supplement supplements, updates and amends the information contained in the accompanying base prospectus. B

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