United States securities and exchange commission logo

                             June 5, 2023

       Raymond Tam
       Chief Financial 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.
                                                            Annual Report on
Form 20-F for the fiscal year ended December 31, 2022
                                                            Filed April 28,
                                                            File No. 001-39997

       Dear Raymond Tam:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Annual Report on Form 20-F for the fiscal year ended December 31, 2022

       Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 212

   1.                                                   We note your statement
that you reviewed your register of members and public filings
                                                        made by your
shareholders in connection with your required submission under paragraph
                                                        (a). Please
supplementally describe any additional materials that were reviewed and tell
                                                        us whether you relied
upon any legal opinions or third party certifications such as
                                                        affidavits as the basis
for your submission. In your response, please provide a similarly
                                                        detailed discussion of
the materials reviewed and legal opinions or third party
                                                        certifications relied
upon in connection with the required disclosures under paragraphs
                                                        (b)(2) and (3).
 Raymond Tam
FirstName  LastNameRaymond Tam
Adagene Inc.
June 5, 2023NameAdagene Inc.
June 5,
Page 2 2023 Page 2
FirstName LastName
2.       We note that your disclosures pursuant to Items 16I(b)(2), (b)(3),
(b)(4), and (b)(5) are
         provided for    us,       our,    or    our operating entity.    We
also note that your list of
         subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong
         and countries outside China. Please note that Item 16I(b) requires
that you provide
         disclosures for yourself and all of your consolidated foreign
operating entities.
             With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
              consolidated foreign operating entities are organized or
incorporated and provide the
              percentage of your shares or the shares of your consolidated
operating entities owned
              by governmental entities in each foreign jurisdiction in which
you have consolidated
              operating entities in your supplemental response.
             With respect to (b)(3), (b)(4), and (b)(5), please provide the
required information for
              you and all of your consolidated foreign operating entities in
your supplemental
3.       In order to clarify the scope of your review, please supplementally
describe the steps you
         have taken to confirm that none of the members of your board or the
boards of your
         consolidated foreign operating entities are officials of the Chinese
Communist Party. For
         instance, please tell us how the board members    current or prior
memberships on, or
         affiliations with, committees of the Chinese Communist Party factored
into your
         determination. In addition, please tell us whether you have relied
upon third party
         certifications such as affidavits as the basis for your disclosure.
4.       With respect to your disclosure pursuant to Item 16I(b)(5), we note
that you have included
         language that such disclosure is    to our best knowledge.    Please
supplementally confirm
         without qualification, if true, that your articles and the articles of
your consolidated
         foreign operating entities do not contain wording from any charter of
the Chinese
         Communist Party.
Consolidated Financial Statements
Note 9. Share-Based Compensation, page F-21

5.       We note that on November 9, 2020, the company passed a board
resolution to waive the
         vesting schedules and conditions of 2,375,000 share options granted to
         management members. Pursuant to this board resolution, these
management members
         exercised all related share options and paid the exercise price by
issuing recourse
         promissory notes in the total amount of US$5,197,650. Additionally, we
note that you
         determined in accordance with guidance set out in ASC 718-10-55-31
that there has been
         no substantial change to the vesting conditions and the company shall
continue to account
         for the share awards in accordance with their original terms. You
disclose that as of
         December 31, 2021, there were 1,585,000 shares unvested according to
the original
         vesting conditions. Please tell us and revise future filings to
disclose the number of
         unvested shares as of the end of the period of the financial
statements. Additionally with a
         view towards disclosure, tell us whether these unvested shares are
included in the table on
         page F-33 of potentially dilutive securities that have not been
included in the calculation
 Raymond Tam
Adagene Inc.
June 5, 2023
Page 3
      of diluted net loss per share.
6.    As a related matter, we note that on January 16, 2021, the company passed
a board
      resolution whereby certain management members surrendered a total of
491,119 ordinary
      shares as repayment for their respective promissory notes issued in
connection with the
      exercising of options granted to them. Please tell us and revise future
filings to disclose
      whether these ordinary shares are part of the 2,375,000 shares issued on
November 9,
      2020 or whether the shares are from other ordinary shares already held by
      management members and how you accounted for the surrendered shares. Cite
      applicable accounting guidance which supports your treatment.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Lynn Dicker at 202-551-3616 or Kevin Kuhar at
202-551-3662 if you
have questions regarding comments on the financial statements and related
matters. Contact
Kyle Wiley at 202-344-5791 or Christopher Dunham at 202-551-3783 if you have
any questions
about comments related to your status as a Commission-Identified Issuer during
your most
recently completed fiscal year. Contact Jimmy McNamara at 202-551-7349 or Tim
Buchmiller at 202-551-3635 with any other questions.

FirstName LastNameRaymond Tam
                                                            Division of
Corporation Finance
Comapany NameAdagene Inc.
                                                            Office of Life
June 5, 2023 Page 3
cc:       Xuelin Wang, Esq.
FirstName LastName