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111, Inc. committee hires advisers for proposal review

The committee's review includes the September 16 proposal and other potential strategic alternatives, but the board says no decision has been made.

(Moderate)

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Form Type
6-K

Rhea-AI Filing Summary

111, Inc. (YI) said its special committee retained Houlihan Lokey China Limited as independent financial advisor and Kirkland & Ellis as U.S. legal counsel to review a preliminary, non-binding proposal dated September 16, 2026, and other potential strategic alternatives. The committee has three independent directors: chairman Jian Sun, Nee Chuan Teo and Jun Luo. The board says no decision has been made on the proposal or any alternative, and there can be no assurance that a definitive offer will be received, an agreement executed for the proposed transaction, or another comparable transaction approved or consummated. The report was signed by Chief Executive Officer Junling Liu.

Special Committee membership 3 independent directors Composition of the special committee
Proposal date September 16, 2026 Date of the preliminary, non-binding proposal letter
Announcement date October 26, 2026 Announcement of the advisers' appointment
preliminary, non-binding proposal letter financial
"preliminary, non-binding proposal letter dated September 16, 2026"
definitive agreement financial
"any definitive agreement will be executed"
A definitive agreement is a formal, legally binding document that outlines the final terms and conditions of a deal or transaction, such as a sale or partnership. It acts like a detailed contract that confirms all parties have agreed on the key details, making the deal official. For investors, it signals that the agreement is settled and moving toward completion, providing clarity and security about the transaction.
strategic alternatives financial
"other potential strategic alternatives"
Strategic alternatives are different options a company considers to improve its value or achieve its goals, such as selling the business, merging with another company, or restructuring operations. For investors, understanding these options is important because they can significantly impact the company's future direction and its stock value, often signaling potential changes or opportunities.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which advisers did 111 (YI) appoint for its special committee?

Houlihan Lokey China Limited is the committee's independent financial advisor, and Kirkland & Ellis is its U.S. legal counsel. They were retained for the committee's review of the proposal and other potential strategic alternatives.

What is the status of the 111 (YI) proposal?

The proposal is preliminary and non-binding, and the special committee is evaluating it alongside other potential strategic alternatives. The board says no decision has been made and there can be no assurance that a definitive offer or transaction will result.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October 2026

 

Commission file number: 001-38639

 

111, Inc.

10th Floor, T1, Yuzhongxin, No. 268 Yubei Road

Pudong New Area

Shanghai, 201204

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 Appointment of Independent Financial Advisor and Legal Counsel to the Special Committee

 

 

 

 

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: October 26, 2026   By: /s/ Junling Liu
        Name: Junling Liu
        Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

111, Inc. Announces Appointment of Independent Financial Advisor and Legal Counsel to the Special Committee

 

SHANGHAI, Oct. 26, 2026 /PRNewswire/ -- 111, Inc. ( "111" or the "Company") (NASDAQ: YI), a leading tech-enabled healthcare platform company in China, announced today that the special committee (the “Special Committee”), comprising three independent directors, Mr. Jian Sun, who is the chairman of the Special Committee, Mr. Nee Chuan Teo and Mr. Jun Luo, established by the Company’s Board of Directors (“the Board”), has retained Houlihan Lokey China Limited as its independent financial advisor and Kirkland & Ellis as its U.S. legal counsel in connection with its review and evaluation of the previously announced preliminary, non-binding proposal letter dated September 16, 2026 (the “Proposal”) as well as other potential strategic alternatives that the Company may pursue.

 

The Board cautions the Company’s shareholders and others considering trading the Company’s securities that no decisions have been made with respect to the Proposal or any alternative strategic option that the Company may pursue. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the transaction contemplated by the Proposal or that any other comparable transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.

 

Forward-Looking Statements

 

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

 

111, Inc. (NASDAQ: YI) ("111" or the "Company") is a leading technology-enabled healthcare platform transforming China’s healthcare value chain through digitalization and artificial intelligence (AI). By connecting consumers, pharmacies, pharmaceutical companies and other healthcare participants, 111 aims to make pharmaceutical products and healthcare services more accessible, efficient and affordable, while helping industry participants operate more intelligently.

 

Through its integrated ecosystem, 1 Pharmacy, the Company’s online retail pharmacy, provides consumers with convenient access to a broad range of pharmaceutical products and healthcare services. On the B2B side, 1 Medicine offers pharmacies a one-stop digital sourcing platform, helping them improve purchasing efficiency, product availability and inventory management. Leveraging its pharmacy network, proprietary industry data and digital infrastructure, 111 is increasingly deploying AI-powered solutions and Agents to help pharmacies manage daily operations, including sales analysis, inventory optimization, replenishment, pricing and promotions. For pharmaceutical and healthcare companies, 111 provides an omni-channel commercialization platform combining digital marketing, patient education, data analytics, pricing and market monitoring.

 

111 is transforming from a digital company into an AI-powered healthcare company. Using its industry data and digital capabilities, the Company deploys AI Agents that move beyond information and analysis to execute workflows for pharmacies and other industry participants. With AI models, proprietary healthcare data and interconnected business systems, 111 aims to build an intelligent operating layer for healthcare and strengthen its role as a tech platform linking China’s healthcare value chain upstream and downstream.

 

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

 

For more 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)

 

SOURCE 111, Inc.

 

 

Filing Exhibits & Attachments

1 document

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