Current Report Filing (8-k)
January 06 2022 - 4:41PM
Edgar (US Regulatory)
0001484769
false
fuboTV Inc. /FL
0001484769
2021-12-31
2021-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): December 31, 2021
FUBOTV
INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
001-39590
|
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26-4330545
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
Number)
|
1330
Avenue of the Americas
New York, NY 10019
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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FUBO
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New
York Stock Exchange
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
December 31, 2021, fuboTV Inc. (the “Company”) and Simone Nardi, the Company’s Chief Financial Officer, entered into
an amended and restated employment transition agreement (the “A&R Transition Agreement”), which supersedes and replaces
the previously disclosed employment transition agreement between the Company and Mr. Nardi. Pursuant to the A&R Transition Agreement,
Mr. Nardi has agreed to continue serving as the Company’s Chief Financial Officer until the earlier of (i) February 28, 2022 (or
such earlier date on which Mr. Nardi’s employment with the Company terminates for any reason) and (ii) if earlier, the date on
which Mr. Nardi’s successor as Chief Financial Officer commences employment with the Company. Beginning on the date such successor
commences employment with the Company, Mr. Nardi has agreed to serve as a special advisor to the Company to assist in the transition
and support of his successor until February 28, 2022 (or such earlier date on which Mr. Nardi’s employment with the Company terminates
for any reason) (such date, the “Transition Date”). In connection with the A&R Transition Agreement, the Company
has agreed to provide Mr. Nardi with the following payments and benefits: (A) a guaranteed annual bonus for 2021 equal to at least $235,000,
with such actual amount to be determined based on the achievement of the Company’s performance objectives established for 2021;
(B) a lump sum cash payment in the amount of $215,000; (C) accelerated vesting of Mr. Nardi’s stock options covering 106,250 shares
of the Company’s common stock, and continued monthly vesting through the Transition Date of stock options covering 17,709 shares
of the Company’s common stock; (D) reimbursement of Mr. Nardi’s legal fees incurred in connection with the A&R Transition
Agreement, up to $5,000; and (E) healthcare continuation payments for Mr. Nardi and his eligible dependents for up to six months following
the Transition Date.
In
the event that the Transition Date occurs either (i) on February 28, 2022 or (ii) as a result of termination of Mr. Nardi’s employment
for any reason other than due to Mr. Nardi’s voluntary resignation, subject to Mr. Nardi’s execution of a general release
of claims and compliance with applicable restrictive covenants, the Company has agreed to provide Mr. Nardi with the following payments
and benefits: (A) a lump-sum cash payment equal to the sum of (1) $107,500 and (2) if the Transition Date occurs between January 1, 2022
and February 28, 2022, the amount of base salary Mr. Nardi would have earned for the period between the Transition Date and February
28, 2022; (B) healthcare continuation payments for Mr. Nardi and his dependents through November 30, 2022; and (C) accelerated vesting
of Mr. Nardi’s stock options covering that number of shares equal to the sum of 53,125 and that number of option shares that would
have vested between the Transition Date and February 28, 2022.
The Company is in late-stage negotiations with a Chief Financial Officer
candidate and expects to announce a new Chief Financial Officer in the first quarter of 2022.
SIGNATURES
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 hereunto duly authorized.
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FUBOTV INC.
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Date: January
6, 2022
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By:
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/s/ David Gandler
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David Gandler
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Chief Executive Officer
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