6-K

111, Inc. (YI)

6-K 2025-09-17 For: 2025-09-17
View Original
Added on April 09, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 OFTHE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2025

Commission file number: 001-38639

111, Inc.

3-4/F, No.295 ZuChongZhi Road,

Pudong New Area

Shanghai, 201203

The People’s Republic of China

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.    Form 20-F ☒    Form 40-F ☐

EXHIBIT INDEX

Exhibit No. Description
99.1 111, Inc. Announces Second Quarter 2025 Unaudited Financial Results

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

111, INC.
Date: September 17, 2025 By: /s/ Junling Liu
Name: Junling Liu
Title: Chief Executive Officer

Exhibit 99.1

111, Inc. Announces Second Quarter 2025 UnauditedFinancial Results

Maintained Quarterly Operational Profitability
Operating Expenses as a Percentage of Revenues Decreased 20 Basis Points YoY
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Maintained Positive Operating Cash Flow in the First Half of the Year
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SHANGHAI, September 17, 2025 /PRNewswire/ – 111, Inc. (“111” or the “Company”) (NASDAQ: YI), a leading tech-enabled healthcare platform company committed to reshaping the value chain of healthcare industry by digitally empowering the upstream and downstream in China, today announced its unaudited financial results for the second quarter ended June 30, 2025.

SecondQuarter 2025 Highlights

Total operating expenseswere RMB185.3 million (US$25.9 million), an improvement<br> of 9.3% compared to RMB204.3 million in the same quarter of last year. As a percentage of<br> net revenues, total operating expenses decreased by 20<br> basis points to 5.8% from 6.0% in the same quarter of last year, demonstrating continuous<br> improvement in the Company’s operational efficiency.
Income from operations was RMB0.1 million (US$0.01 million), compared to RMB3.3 million<br> in the same quarter of last year.  As a percentage of net revenues, income from<br> operations accounted for 0.003% this quarter as compared to 0.1% in the same quarter of last<br> year.
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Non-GAAP income from operations ^(1)^ was RMB3.0 million (US$0.4 million),<br> compared to RMB8.5 million in the same quarter of last year. As a percentage of net revenues,<br> Non-GAAP income from operations accounted for 0.1% this quarter as compared to 0.2% in the<br> same quarter of last year.
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^(1)^ ^Non-GAAP income from operations represents income from operations excluding share-based compensation expenses.^
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Mr. Junling Liu, Co-Founder, Chairman, and Chief Executive Officer of 111, commented, “In the second quarter of 2025, we continued to navigate a challenging macroeconomic landscape, demonstrating the resilience of our business and our unwavering commitment to operational excellence. I am pleased to report that we sustained our operational profitability and maintained a positive operating cash flow for the first half of the year. Our disciplined approach to cost management and efficiency improvements is evident in the 9.3% year-over-year reduction in total operating expenses, which, as a percentage of net revenues, decreased by 20 basis points to 5.8%.”

“Our strategic initiatives are yielding significant results. Marketing promotional products quickly reach pharmacies nationwide through the 111 digital marketing platform. Marketing promotional products related sales revenue increased by 53.6%, customer count increased by 19.0% YoY. This success underscores our unique capability to digitally empower our upstream partners. Furthermore, our general agency business model is gaining strong momentum. As the general distributor for a first-tier original research anti-infection drug among small and medium-sized chains, customer numbers and sales volume continue to grow monthly. Monthly sales volume rapidly increased to over seven times what it was when the project launched in Q1.”

“We have also made substantial progress in strengthening our supply chain capabilities through our 'MANTIANXING' initiative. By the end of Q2, fulfillment centers expanded to 19 locations nationwide. The project generated an inventory value of 355 million RMB in Q2, with GMV increasing by 58.2% compared to Q1.”

“Looking ahead, our strategy remains centered on leveraging technology to empower the healthcare value chain. We will continue to invest in AI and digital solutions to optimize our supply chain, deepen customer engagement, and solidify our position as a leader in the tech-enabled healthcare space. Our solid performance this quarter, despite market headwinds, reinforces our confidence in our ability to execute our long-term vision and create sustainable value for our shareholders.”

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SecondQuarter 2025 Financial Results

Netrevenues were RMB3.2 billion (US$447.5 million), representing a decrease of 6.4% from RMB3.4 billion in the same quarter of last year.

Grosssegment profit ^(2)^ was RMB185.4 million (US$25.9 million), representing a decrease of 10.7% from RMB207.6 million in the same quarter of last year.

(In thousands RMB) For the three months ended June 30,
2024 2025 YoY
B2B Net Revenue
Product 3,328,249 3,122,073 -6.2 %
Service 25,270 20,838 -17.5 %
Sub-Total 3,353,519 3,142,911 -6.3 %
Cost of Products Sold^(3)^ 3,162,928 2,970,558 -6.1 %
Segment Profit 190,591 172,353 -9.6 %
Segment Profit % 5.7 % 5.5 %
(In thousands RMB) For the three months ended June 30,
--- --- --- --- --- --- --- --- --- ---
2024 2025 YoY
B2C Net Revenue
Product 65,480 59,584 -9.0 %
Service 5,371 3,265 -39.2 %
Sub-Total 70,851 62,849 -11.3 %
Cost of Products Sold 53,844 49,822 -7.5 %
Segment Profit 17,007 13,027 -23.4 %
Segment Profit % 24.0 % 20.7 %

^(2)Gross segment profit represents net revenues less cost of goods sold.^

^(3)For segment reporting purposes, purchase rebates are allocated to the B2B segment and B2C segments primarily based on the amount of costof products sold for each segment. Cost of products sold does not include other direct costs related to cost of product sales such asshipping and handling expense, payroll and benefits of logistic staff, logistic centers rental expenses and depreciation expenses, whichare recorded in the fulfillment expenses. Cost of service revenue is recorded in the operating expense.^

Operating costs andexpenses were RMB3.2 billion (US$447.5 million), representing a decrease of 6.3% from RMB3.4 billion in the same quarter of last year, broadly in line with the decline in net revenues.

· Cost of products soldwas RMB3.0 billion (US$421.6 million), representing a decrease<br>of 6.1% from RMB3.2 billion in the same quarter of last year.
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· Fulfillment expenses were RMB90.2 million (US$12.6 million), representing an increase<br>of 2.4% from RMB88.1 million in the same quarter of last year. Fulfillment expenses accounted for 2.8% of net revenues this<br>quarter as compared to 2.6% in the same quarter of last year.
· Selling and marketing expenses were RMB66.2<br>million (US$9.2 million), representing a decrease of 17.7% from RMB80.4 million in<br>the same quarter of last year. Excluding the share-based compensation expenses of RMB1.1 million for the quarter and RMB1.7 million for<br>the same quarter last year, respectively, selling and marketing expenses as a percentage of net revenues accounted for 2.0% in the quarter<br>as compared to 2.3% in the same quarter of last year.
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· General and administrative expenses were RMB17.4 million (US$2.4 million), representing<br>an increase of 0.6% from RMB17.3 million in the same quarter of last year. Excluding the share-based compensation expenses of<br>RMB1.6 million for the quarter and RMB2.5 million for the same quarter last year, respectively, general and administrative expenses as<br>a percentage of net revenues accounted for 0.5% this quarter as compared to 0.4% in the same quarter of last year.
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· Technology expenseswere RMB14.9 million (US$2.1 million),<br>representing a decrease of 19.0% from RMB18.4 million in the same quarter of last year.<br>Excluding the share-based compensation expenses of RMB0.2 million for the quarter and RMB1.0 million for the same quarter last<br>year, respectively, technology expenses as a percentage of net revenues accounted for 0.5% this quarter, maintaining the same as last<br>year.
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Income from operationswas RMB0.1 million (US$0.01 million), compared to RMB3.3 million in the same quarter of last year.

Non-GAAP income fromoperations was RMB3.0 million (US$0.4 million), compared to RMB8.5 million in the same quarter of last year. As a percentage of net revenues, non-GAAP income from operations accounted for 0.1% this quarter as compared to 0.2% in the same quarter of last year.

Net losswas RMB7.3 million (US$1.0 million), compared to RMB2.1 million in the same quarter of last year. As a percentage of net revenues, net loss accounted for 0.2% this quarter as compared to 0.1% in the same quarter of last year.

Non-GAAP net loss ^(4)^ was RMB4.4 million (US$0.6 million), compared to non-GAAP net income of RMB3.1 million in the same quarter of last year.

Net loss attributableto ordinary shareholderswas RMB19.5 million (US$2.7 million), compared to RMB14.0 million in the same quarter of last year. As a percentage of net revenues, net loss attributable to ordinary shareholders accounted for 0.6% this quarter as compared to 0.4% in the same quarter of last year.

Non-GAAP net loss attributableto ordinary shareholders ^(5)^ was RMB16.7 million (US$2.3 million), compared to RMB8.8 million in the same quarter of last year. As a percentage of net revenues, non-GAAP net loss attributable to ordinary shareholders accounted for 0.5% this quarter as compared to 0.3% in the same quarter of last year.

^(4)Non-GAAP net loss represents net loss excluding share-based compensation expenses, net of tax. Considering the impact of accretion ofredeemable non-controlling interest for the second quarter 2025, non-GAAP net loss is used as a meaningful measurement of the operationperformance of the Company.^

^(5)Non-GAAP net loss attributable to ordinary shareholders represents net loss attributable to ordinary shareholders excluding share-basedcompensation expenses, net of tax.^

As of June 30, 2025,the Company held cash and cash equivalents, restricted cash and short-term investments totaling RMB513.1 million (US$71.6 million), compared to RMB518.3 million as of December 31, 2024. To date, amount of RMB1.1 billion has been included in the balances of redeemable non-controlling interests and accrued expenses and other current liabilities. This amount is owed to a group of investors of 1 Pharmacy Technology pursuant to equity investments made in 2020, as previously disclosed. 111 has received redemption requests from certain of such investors in accordance with the terms of their initial investments in 1 Pharmacy Technology. Following communication and negotiation, the Company has reached agreements with, or received commitment letters from, all investors to reschedule the repayments, allowing for phased repayments at extended periods, if the investors exercise their redemption rights. A portion of the redemption has been paid upon signing of these agreements. For further details about such investors’ investments in 1 Pharmacy Technology, please see “Item 4. Information on the Company-A. History and Development of the Company” in the Company’s annual report for the fiscal year ended December 31, 2024.

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Use of Non-GAAPFinancial Measures

In evaluating the business, the Company considers and uses non-GAAP income from operations, non-GAAP net income (loss), non-GAAP net loss attributable to ordinary shareholders, and non-GAAP loss per ADS, as supplemental measures to review and assess its operating performance. The Company defines non-GAAP income from operations as income from operations excluding share-based compensation expenses. The Company defines non-GAAP net income (loss) as net loss excluding share-based compensation expenses, net of tax. The Company defines non-GAAP net loss attributable to ordinary shareholders as net loss attributable to ordinary shareholders excluding share-based compensation expenses, net of tax. The Company defines non-GAAP loss per ADS as net loss attributable to ordinary shareholders per ADS excluding share-based compensation expenses, net of tax per ADS. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP.

The Company believes that non-GAAP income from operations, non-GAAP net income (loss), non-GAAP net loss attributable to ordinary shareholders, and non-GAAP loss per ADS help identify underlying trends in its business that could otherwise be distorted by the effect of certain expenses that it includes in income from operations and net loss. Share-based compensation expenses is a non-cash expense that varies from period to period. As a result, management excludes the items from its internal operating forecasts and models. Management believes that the adjustments for share-based compensation expenses provide investors with a reasonable basis to measure the company's core operating performance, in a more meaningful comparison with the performance of other companies. The Company believes that non-GAAP income from operations, non-GAAP net income (loss), non-GAAP net loss attributable to ordinary shareholders, and non-GAAP loss per ADS provide useful information about its operating results, enhances the overall understanding of its past performance and future prospects and allow for greater visibility with respect to key metrics used by the management in their financial and operational decision-making.

The non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using non-GAAP income from operations, non-GAAP net income (loss), non-GAAP net loss attributable to ordinary shareholders, or non-GAAP loss per ADS is that it does not reflect all items of income and expense that affect the Company's operations. Further, the non-GAAP financial measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

The Company compensates for these limitations by reconciling the non-GAAP financial measures to the most comparable U.S. GAAP measures, all of which should be considered when evaluating the Company's performance. The Company encourages you to review its financial information in its entirety and not rely on a single financial measure.

Reconciliation of the non-GAAP financial measures to the most comparable U.S. GAAP measures is included at the end of this press release.

Exchange RateInformation Statement

This announcement contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars are made at a rate of RMB7.1636 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Board of Governors of the Federal Reserve System as of June 30, 2025.

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Forward-LookingStatements

This press release contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "target," "confident" and similar statements. Among other things, the Business Outlook and quotations from management in this announcement, as well as 111's strategic and operational plans, contain forward-looking statements. 111 may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Such statements are based upon management's current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company's control. Forward-looking statements involve inherent risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, uncertainties as to the Company's ability comply with extensive and evolving regulatory requirements, its ability to compete effectively in the evolving PRC general health and wellness market, its ability to manage the growth of its business and expansion plans, its ability to achieve or maintain profitability in the future, its ability to control the risks associated with its pharmaceutical retail and wholesale businesses, and the Company's ability to meet the standards necessary to maintain listing of its ADSs on the Nasdaq Global Market, including its ability to cure any non-compliance with Nasdaq's continued listing criteria. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and 111 does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

About 111, Inc.

111, Inc. (NASDAQ: YI) ("111" or the "Company") is a leading tech-enabled healthcare platform company committed to reshaping the value chain of healthcare industry by digitally empowering the upstream and downstream in China. The Company provides consumers with better access to pharmaceutical products and healthcare services directly through its online retail pharmacy, 1 Pharmacy, and indirectly through its offline virtual pharmacy network. The Company also offers online healthcare services through its internet hospital, 1 Clinic, which provides consumers with cost-effective and convenient online consultation, electronic prescription service, and patient management service. In addition, the Company's online platform, 1 Medicine, serves as a one-stop shop for pharmacies to source a vast selection of pharmaceutical products. With the largest virtual pharmacy network in China, 111 enables offline pharmacies to better serve their customers with cloud-based services. 111 also provides an omni-channel drug commercialization platform to its strategic partners, which includes services such as digital marketing, patient education, data analytics, and pricing monitoring.

For more information on 111, please visit: http://ir.111.com.cn/.

Formore information, please contact:

111, Inc.

Investor Relations

Email: ir@111.com.cn

111, Inc.

Media Relations

Email: press@111.com.cn

Phone: +86-021-2053 6666 (China)

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111, Inc.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except for share and per sharedata)

As of As of
December 31, 2024 June 30, 2025
RMB RMB US$
ASSETS
Current assets:
Cash and cash equivalents 462,289 447,474 62,465
Restricted cash 56,043 65,624 9,161
Short-term investments - - -
Accounts receivable, net 413,101 265,345 37,041
Notes receivable 78,827 77,768 10,856
Inventories 1,387,403 1,278,235 178,435
Prepayments and other current assets 251,994 231,801 32,358
Total current assets 2,649,657 2,366,247 330,316
Property and equipment, net 32,903 28,120 3,925
Intangible assets, net 1,437 1,124 157
Long-term investments - - -
Other non-current assets 14,682 11,661 1,628
Operating lease right-of-use asset 89,071 69,337 9,679
Total assets 2,787,750 2,476,489 345,705
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT
Current liabilities:
Short-term borrowings 160,981 170,000 23,731
Accounts payable 1,721,425 1,554,239 216,963
Accrued expense and other current liabilities 460,173 377,749 52,734
Total current liabilities 2,342,579 2,101,988 293,428
Long-term operating lease liabilities 55,448 42,925 5,992
Other non-current liabilities 8,961 8,678 1,211
Total liabilities 2,406,988 2,153,591 300,631
MEZZANINE EQUITY
Redeemable non-controlling interests 1,038,914 1,014,146 141,569
SHAREHOLDERS' DEFICIT
Ordinary shares Class A 33 33 5
Ordinary shares Class B 25 25 3
Treasury shares (5,887) (5,887) (822)
Additional paid-in capital 3,172,820 3,180,528 443,985
Accumulated deficit (3,883,992) (3,921,190) (547,377)
Accumulated other comprehensive income 74,357 73,422 10,249
Total shareholders' deficit (642,644) (673,069) (93,957)
Non-controlling interest (15,508) (18,179) (2,538)
Total deficit (658,152) (691,248) (96,495)
Total liabilities, mezzanine equity and deficit 2,787,750 2,476,489 345,705
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111, Inc.

UNAUDITED CONDENSED CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE LOSS

(In thousands, exceptfor share and per share data)

Forthe three months ended June 30, Forthe six months ended June 30,
2024 2025 2024 2025
RMB RMB US RMB RMB US
Net revenues **** 3,424,370 **** **** 3,205,760 **** **** **** 6,952,799 **** **** 6,735,039 **** ****
Operating costs and expenses:
Cost of products sold (3,216,772 ) (3,020,380 ) ) (6,536,668 ) (6,354,564 ) )
Fulfillment expenses (88,059 ) (90,202 ) ) (176,582 ) (183,768 ) )
Selling and marketing expenses (80,410 ) (66,162 ) ) (160,770 ) (134,070 ) )
General and administrative expenses (17,306 ) (17,402 ) ) (36,380 ) (35,743 ) )
Technology expenses (18,367 ) (14,869 ) ) (36,676 ) (30,328 ) )
Other operating (expenses) income, net (118 ) 3,350 1,339 3,674
Total Operating costs and expenses **** (3,421,032 ) **** (3,205,665 ) ) **** (6,945,737 ) **** (6,734,799 ) )
Income from operations 3,338 95 7,062 240
Interest income 2,075 1,017 4,041 2,271
Interest expense (7,275 ) (8,458 ) ) (15,257 ) (17,190 ) )
Foreign exchange (loss) gain (383 ) 67 (602 ) 109
Other income, net 200 11 77 11
Loss before income taxes (2,045 ) (7,268 ) ) (4,679 ) (14,559 ) )
Income tax expense (37 ) 3 (88 ) (13 ) )
Net loss (2,082 ) (7,265 ) ) (4,767 ) (14,572 ) )
Net loss attributable to non-controlling interest (1,106 ) (52 ) ) (1,279 ) 1,693
Net loss attributable to redeemable non-controlling interest 441 445 730 890
Adjustment attributable to redeemable non-controlling interest (11,273 ) (12,677 ) ) (22,479 ) (25,209 ) )
Net loss attributable to ordinary shareholders **** (14,020 ) **** (19,549 ) ) **** (27,795 ) **** (37,198 ) )
Other comprehensive loss
Unrealized gains of available-for-sale securities, (312 ) (346 )
Realized gains of available-for-sale debt securities 312 489
Foreign currency translation adjustments 509 (855 ) ) 1,129 (935 ) )
Comprehensive loss **** (13,511 ) **** (20,404 ) ) **** (26,523 ) **** (38,133 ) )
Loss per ADS:
Basic and diluted (1.60 ) (2.20 ) ) (3.20 ) (4.20 ) )
Weighted average number of shares used in computation of loss per share
Basic and diluted 171,414,144 173,569,631 171,317,558 173,345,848

All values are in US Dollars.

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111, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(In thousands)

For the three months ended June 30, For the six months ended June 30,
2024 2025 2024 2025
RMB RMB US RMB RMB US
Net cash provided by (used in) operating activities 93,260 (61,410 ) ) 201,698 51,189
Net cash used in investing activities (79,728 ) (223 ) ) (49,986 ) (1,311 ) )
Net cash (used in) provided by financing activities (104,472 ) 18,673 (259,943 ) (54,308 ) )
Effect of exchange rate changes on cash and cash equivalents, and restricted cash (865 ) (774 ) ) 207 (804 ) )
Net decrease in cash and cash equivalents, and restricted cash (91,805 ) (43,734 ) ) (108,024 ) (5,234 ) )
Cash and cash equivalents, and restricted cash at the beginning of the period 607,329 556,832 623,548 518,332
Cash and cash equivalents, and restricted cash at the end of the period 515,524 513,098 515,524 513,098

All values are in US Dollars.

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111, Inc.

Unaudited Reconciliationof GAAP and Non-GAAP Results

(In thousands, exceptfor share and per share data)


For the three months ended June 30, For the six months ended June 30,
2024 2025 2024 2025
RMB RMB US RMB RMB US
Income from operations 3,338 95 7,062 240
Add: Share-based compensation expenses 5,195 2,867 10,366 6,982
Non-GAAP income from operations 8,533 2,962 17,428 7,222
Net loss (2,082 ) (7,265 ) ) (4,767 ) (14,572 ) )
Add: Share-based compensation expenses, net of tax 5,195 2,867 10,366 6,982
Non-GAAP net income (loss) 3,113 (4,398 ) ) 5,599 (7,590 ) )
Net loss attributable to ordinary shareholders (14,020 ) (19,549 ) ) (27,795 ) (37,198 ) )
Add: Share-based compensation expenses, net of tax 5,195 2,867 10,366 6,982
Non-GAAP net loss attributable to ordinary shareholders (8,825 ) (16,682 ) ) (17,429 ) (30,216 ) )
Loss per ADS^(6)^: Basic and diluted (1.60 ) (2.20 ) ) (3.20 ) (4.20 ) )
Add: Share-based compensation expenses per ADS^(6)^, net of tax 0.60 0.40 1.20 0.80
Non-GAAP loss per ADS^(6)^ (1.00 ) (1.80 ) ) (2.00 ) (3.40 ) )

All values are in US Dollars.

^(6) Every one ADS represents twenty Class A ordinaryshares.^

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