Adagene Inc. filed a Form 6-K on November 9, 2026, announcing the expected completion of the second closing of Sanofi's strategic investment following Adagene's achievement of Full Phase 2 Enrollment under the terms of the Securities Purchase Agreement dated June 30, 2025.

Key Highlights

  • Second closing expected November 20, 2026: Adagene disclosed the second closing for US$8.0 million is expected to occur on or around November 20, 2026, subject to the satisfaction of customary closing conditions.
  • Milestone achieved: Adagene announced on November 9, 2026 that it had achieved Full Phase 2 Enrollment, as defined in the Securities Purchase Agreement, triggering the second closing.
  • Additional shares to be issued: In connection with the second closing, Adagene expects to issue an additional 378,788 Series A Preferred Shares to Sanofi.
  • Total Sanofi investment to reach US$25.0 million: The second closing brings Sanofi's total investment under the Securities Purchase Agreement to US$25.0 million.
  • First closing recap: The first closing for US$17.0 million occurred on July 2, 2025, at which Adagene issued 1,062,500 Series A Preferred Shares to Sanofi.
  • Conversion terms: Each Series A Preferred Share is initially convertible into ten ordinary shares of Adagene.

Adagene's Second Sanofi Closing Details and Phase 2 Enrollment Milestone

According to the Form 6-K filed with the U.S. Securities and Exchange Commission on November 9, 2026, Adagene Inc. (NASDAQ:ADAG) reported that the second closing of Sanofi Foreign Participations B.V.'s previously announced strategic investment is expected to occur on or around November 20, 2026. The filing states this is contingent on "the satisfaction of other customary closing conditions." The second closing follows Adagene's announcement on that same date that it had achieved Full Phase 2 Enrollment, as defined in the Securities Purchase Agreement dated June 30, 2025.

The filing describes the two-closing structure established under the Securities Purchase Agreement. The first closing, for US$17.0 million, occurred on July 2, 2025, resulting in the issuance of 1,062,500 Series A Preferred Shares to Sanofi. The upcoming second closing, for US$8.0 million, is expected to result in the issuance of an additional 378,788 Series A Preferred Shares, according to the filing. Combined, Sanofi's total investment under the agreement would amount to US$25.0 million.

The filing notes that each Series A Preferred Share is initially convertible into ten ordinary shares of the company. The filing also references an attached press release, Exhibit 99.1, titled "Adagene Announces Completion of Enrollment in Randomized Dose Optimization Phase 2 Trial of Muzastotug in Combination with KEYTRUDA® (pembrolizumab) in Microsatellite Stable Colorectal Cancer." The filing was signed by Peter (Peizhi) Luo, Chief Executive Officer of Adagene. The company cautions that statements regarding anticipated closing dates and milestone conditions are forward-looking and subject to risks described in its regulatory filings.

What Was Disclosed

Adagene's Form 6-K discloses the expected second closing of Sanofi's strategic investment for US$8.0 million, the issuance of 378,788 additional Series A Preferred Shares, and the achievement of Full Phase 2 Enrollment as the triggering milestone, bringing total Sanofi investment to US$25.0 million.