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SCHEDULE Filed 2025-02-19 Event 2025-01-25 SEC 0001104659-25-014979 →

Luo Peter Adagene Inc. ADAG

Stake: 15.58% Shares: 9,175,439 CUSIP: 005329107 Class: Ordinary shares, par value USD $0.0001 per share

Item 4 — Purpose of Transaction

On May 6, 2024, Mr. Luo received 1,108,333 ordinary shares from Great Han Fortune LP for the benefit of Peter Luo, and Xiaohong She received 234,167 ordinary shares from Great Han Fortune LP for the benefit of Xiaohong She. On May 6, 2024, Mr. Luo and Xiaohong She transferred 2,889,074 and 286,365 ordinary shares respectively to HAN 2020 Irrevocable Trust, for estate planning purpose. 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. 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, including Mr. Luo, have not otherwise disposed or sold any ordinary shares or ADSs they beneficially owned since the filing of Amendment No.2 of the Schedule 13D on March 1, 2024. 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, President of R&D 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.

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Short Interest · settle 2026-03-31
DTC 1.00
71,244 shares short · -3.8% vs prior

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