6-K - YI - Equibles

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 2022

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	111 Inc. Receives Unsolicited Preliminary Non-Binding Proposal to Acquire the Company
99.2	The Non-binding Proposal Letter

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 9, 2022	By:	/s/ Junling Liu
			Name:	Junling Liu
			Title:	Chief Executive Officer

EXHIBIT 99.1

111Inc. Receives Unsolicited Preliminary Non-Binding Proposal to Acquire the Company

SHANGHAI, September 9, 2022 /PRNewswire/ -- 111 Inc. ( "111" or the "Company") (NASDAQ: YI), a leading tech-enabled healthcare platform company in China, today announced that its Board of Directors (the "Board") has received an unsolicited preliminary non-binding proposal letter (the "Proposal") dated September 9, 2022 jointly submitted by Dr. Gang Yu, co-founder and co-chairman of the Company, Mr. Junling Liu, cofounder, co-chairman and chief executive officer of the Company (collectively, the “Co- Founders”) and Shanghai Guosheng Capital Management Co., Ltd. (the “Sponsor,” and together with the Co-Founders, the “Buyer Group”), proposing to acquire all of outstanding Class A ordinary shares (the “Class A Shares”) of the Company, including Class A Shares represented by American depositary shares (“ADSs,” each representing two Class A Shares), that are not currently owned by the Buyer Group in a going-private transaction at a proposed purchase price of US$1.83 per Class A Share or US$3.66 per ADS in cash.

According to the Proposal, the Buyer Group intends to fund the consideration payable to consummate the transactions contemplated in the Proposal with equity capital. Equity financing is expected to be provided in the form of rollover equity in the Company and cash contributions from the Sponsor or its affiliates.

The Board cautions the Company's shareholders and others considering trading the Company's securities that the Board has just received the Proposal and has not had an opportunity to carefully review or evaluate the Proposal and its terms, or make any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the Proposal or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

AdditionalInformation about the Proposal

The Company will furnish to the U.S. Securities and Exchange Commission (the "SEC") a current report on Form 6-K regarding the Proposal, which will include the proposal letter as an annex thereto. All parties desiring details regarding the Proposal should review these documents, which will be available at the SEC's website (http://www.sec.gov).

About 111

111, Inc. (NASDAQ: YI) ("111" or the "Company") is a leading tech-enabled healthcare platform company committed to digitally connecting patients with medicine and healthcare services 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/.

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.

For further information:

111, Inc.

Investor Relations

Email: ir@111.com.cn

111,Inc.

Media Relations

Email: press@111.com.cn

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

SOURCE 111, Inc.

EXHIBIT 99.2

September 9, 2022

Board of Directors (the “Board”)

111, Inc. (the “Company”)

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

Pudong New Area

Shanghai, 201203

The People’s Republic of China

Dear Members of the Board:

We, Dr. Gang Yu, co-founder and co-chairman of the Company, Mr. Junling Liu, co- founder, co-chairman and chief executive officer of the Company (collectively, the “Co- Founders”) and Shanghai Guosheng Capital Management Co., Ltd. (the “Sponsor”, and together with the Co-Founders, “we”, “our” or “us”) are pleased to submit this preliminary non-binding proposal to acquire all outstanding Class A ordinary shares (the “Class A Shares”) of the Company, including Class A Shares represented by American depositary shares (“ADSs”, each representing two Class A Shares), that are not currently owned by us in a going-private transaction at a purchase price of US$1.83 per Class A Share or US$3.66 per ADS.

Our proposed purchase price represents a premium of 20.0% to the closing price of the ADS on September 8, 2022, the last trading day prior to the date hereof and a premium of 75.2% to the volume-weighted average closing price of the ADSs during the last 90 trading days prior to the date hereof.

As you know, the Co-Founders currently own in aggregate approximately 1.1% of all the issued and outstanding Class A Shares and 100% of all the issued and outstanding Class B ordinary shares, which represent approximately 44.0% of the total outstanding share capital of the Company and approximately 92.0% of the aggregate voting power of the Company. We agree that the Company’s board of directors should appoint a special committee of independent and disinterested directors to consider our proposed transaction and make a recommendation to the Board. We further agree that the special committee shall retain its own independent legal and financial advisors to assist in its review of our proposed transaction. We will not move forward with the transaction unless it is approved by such special committee.

None of the Company’s directors who are affiliated with us will participate in the consideration of our proposal by the Company, the special committee or the special committee’s advisors.

We currently intend that following completion of the proposed transaction, the Company’s business will continue to be run in a manner that is generally consistent with its current operations.

We have entered into a consortium agreement dated as of the date hereof, pursuant to which the Co-Founders have agreed to vote all of the shares of the Company beneficially by them in favor of the acquisition.

Given our knowledge of the Company, we are in a position to complete the transaction in an expedited manner and to promptly enter into discussions regarding a merger agreement with the special committee and its advisors providing for the acquisition of the Class A Shares that are not currently owned by us. We expect that the merger agreement will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type. We intend to fund the proposed transaction with equity capital from us in the form of rollover equity in the Company by the Co-Founders and cash contribution by the Sponsor or its affiliates. Accordingly, our proposal would not be subject to any uncertainty or delay with respect to any debt financing, and the proposed transaction will not be subject to a financing condition. We expect definitive commitment(s) for the required financing, subject to terms and conditions set forth therein, to be in place when the definitive documentation is signed with the Company.

Our Sponsor, Shanghai Guosheng Capital Management Co., Ltd., founded in 2018, is a leading private equity firm in China. As of July 2022, it has managed more than 30 private equity funds with more than US$9 billion in assets under management.

We have engaged O’Melveny & Myers LLP as our legal advisor for the proposed transaction.

Due to our obligations under the securities laws, we intend to timely file a Schedule 13D with the Securities and Exchange Commission to disclose this proposal. However, we are sure that you will agree with us that it is in all of our interests to ensure that we otherwise proceed in a strictly confidential manner, unless otherwise required by law, until we have executed a definitive merger agreement relating to the proposed transaction or terminated our discussions.

This letter constitutes only a preliminary indication of our interest and does not constitute any binding commitment with respect to the transactions proposed in this letter or any other transaction. No agreement, arrangement or understanding between us and the Company relating to any proposed transaction will be created until such time as definitive documentation has been executed and delivered by us and the Company and all other appropriate parties.

We believe that our proposal represents an attractive opportunity for the Company’s shareholders to receive a significant premium to the current and recent prices of the ADSs. We welcome the opportunity to meet with the special committee and/or its advisors to discuss our proposal.

Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.

[signatures page follows]

Sincerely,
By:	/s/<br> Gang Yu
	Name:<br> Gang Yu

[SignaturePage to Proposal Letter]

	Sincerely,
	By:	/s/<br> Junling Liu
		Name:<br> Junling Liu
[Signature Page to Proposal Letter]
Sincerely,
---	---
Shanghai Guosheng<br> Capital Management Co., Led.
By:	/s/<br> Daohong Zhou
	Name:<br> Daohong Zhou
	Title:<br> General Manager

[SignaturePage to Proposal Letter]