UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Checkone):	☐ Form 10-K  ☒ Form 20-F  ☐ Form 11-K ☐ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR
	For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: __________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

111, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

3-4/F, No.295 ZuChongZhiRoad, Pudong New Area

Address of Principal Executive Office (Street and Number)

Shanghai, 201203, People’s Republic of China

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒ (a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;   (b)The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and   (c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. 

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

111, Inc. (the “Company”) has encountered a delay in assembling the information and finalizing the registrant's Annual Report for the fiscal year ended December 31, 2023 without incurring undue hardship and expense. In accordance with Rule 12b-25(b)(2)(ii) under the Securities Exchange Act of 1934, as amended, the Company endeavors to file its Annual Report on Form 20-F as soon as practical.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Junling Liu	+86	021-20536666
(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☒ No ☐

The Company currently does not expect to be able to file its Annual Report on Form 20-F for the year ended December 31, 2023 on a timely basis without unreasonable effort or expense because the Company is unable to finish preparing its financial statements, mainly the required supporting disclosures, for the periods to be included in the annual report by the prescribed filing deadline of April 30, 2024. The Company anticipates that it will file the Form 20-F no later than the fifteenth calendar day following the prescribed filing date.

Forward-Looking Statements

This notification includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The word “expects,” “anticipates” and similar terms and phrases are used in this notification to identify forward-looking statements. Risks, uncertainties and assumptions that could affect the Company’s forward-looking statements include, among other things, any changes to our anticipated financial results as a result of our independent registered public accounting firm completing its audit of the Company’s financial statements, the ability of us and our auditors to confirm information or data identified in the review, our ability to complete and file future periodic filings with the SEC on a timely basis and other risks and uncertainties discussed more fully in the Company’s filings with the SEC. Unless required by law, the Company expressly disclaims any obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

111, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 30, 2024	By:	/s/ Junling Liu
	Name:	Junling Liu
	Title:	Chief Executive Officer