View:
United States securities and exchange commission logo
May 6, 2022
Peter (Peizhi) Luo
Chief Executive Officer
Adagene Inc.
4F, Building C14, No. 218
Xinghu Street, Suzhou Industrial Park
Suzhou, Jiangsu Province, 215123
People s Republic of China
Re: Adagene Inc.
Registration
Statement on Form F-3
Filed April 26,
2022
File No. 333-264486
Dear Mr. Luo:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-3
Cover Page
1. Please revise your
cover page to state whether your auditor is subject to the
determinations
announced by the PCAOB on December 16, 2021 and whether and how
the Holding Foreign
Companies Accountable Act and related regulations, including the
potential Accelerating
Holding Foreign Companies Accountable Act, will affect your
company. In your
revisions, please discuss the time periods for any potential prohibition
on trading.
Peter (Peizhi) Luo
FirstName LastNamePeter (Peizhi) Luo
Adagene Inc.
Comapany
May 6, 2022NameAdagene Inc.
May 6,
Page 2 2022 Page 2
FirstName LastName
2. Please provide prominent disclosure here, in the Our Company section
and in Risk
Factors disclosing that you were provisionally identified by the
Commission on May 4,
2022 under the HFCAA. Refer to https://www.sec.gov/hfcaa.
3. Please revise your prospectus cover page to clarify that any potential
secondary offerings
of securities made pursuant to the registration statement are limited
to currently
outstanding securities. For guidance, please refer to General
Instruction I.B.3 of Form F-3.
Our Company, page 3
4. Please revise this section, where appropriate, to state whether you or
your subsidiaries are
covered by permissions requirements from the China Securities
Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency
that is required to approve your or your subsidiaries' operations.
Please also describe the
consequences to you and your investors if you or your subsidiaries:
(i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required or (iii) applicable laws, regulations,
or interpretations change
and you are required to obtain such permissions or approvals in the
future.
Transfer of Funds and Other Assets, page 13
5. Please revise your disclosure to state whether you have specific cash
management policies
and procedures in place that dictate how funds are transferred through
your organization
and if applicable, describe these policies and procedures in greater
detail.
Risk Factors
Failure to comply with existing or future laws..., page 21
6. Please revise the disclosure underneath this heading, or elsewhere, as
appropriate, to
explain to what extent you believe you are compliant with the
regulations or policies that
have been issued by the CAC to date.
Enforceability of Civil Liabilities, page 70
7. Please expand your disclosure to specifically discuss whether you have
officers or
directors located in China, and if so, address the difficulty of
bringing actions and
enforcing judgments against individuals located in China. Please also
include relevant
summary risk factor and risk factor disclosure, as applicable.
Exhibits
8. With reference to General Instruction I.B.3 of Form F-3, please revise
your Exhibit 5.1
opinion with respect to the securities to be potentially offered by
selling shareholders to
clarify that such securities were duly authorized and are currently
validly issued, fully
paid and non-assessable.
We remind you that the company and its management are responsible for
the accuracy
Peter (Peizhi) Luo
Adagene Inc.
May 6, 2022
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Alan Campbell at 202-551-4224 or Celeste Murphy at
202-551-3257 with
any questions.
Sincerely,
FirstName LastNamePeter (Peizhi) Luo
Division of
Corporation Finance
Comapany NameAdagene Inc.
Office of Life
Sciences
May 6, 2022 Page 3
cc: Xuelin (Steve) Wang, Esq.
FirstName LastName