Filed
Pursuant to Rule 424(b)(5)
Registration
No. 333-258428
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated August 12, 2021)
Up
to $350,000,000
Common
Stock
We
have entered into a sales agreement, or the Sales Agreement, with Evercore Group, L.L.C., Citigroup Global Markets Inc., Morgan Stanley
& Co. LLC and Needham & Company, LLC (each, a “manager” and together, the “managers”), relating to shares
of our common stock, par value $0.0001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance
with the terms of such Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to
$350,000,000 from time to time through the managers, as sales agents.
Our
common stock is listed on the New York Stock Exchange under the symbol “FUBO”. On August 3, 2022, the last reported sale
price of our common stock on the New York Stock Exchange was $2.92 per share.
Sales
of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act.
The managers are not required to sell any specific amount of securities, but will act as our sales agents using commercially reasonable
efforts consistent with their normal trading and sales practices, on mutually agreed terms between the managers and us. There is no arrangement
for funds to be received in any escrow, trust or similar arrangement.
The
compensation to the managers for sales of common stock sold pursuant to the Sales Agreement will equal up to 3 % of the
gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf,
the managers will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the managers
will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the managers
with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended,
or the Exchange Act.
Investing
in our common stock involves a high degree of risk. Before making an investment decision, please read the information under the heading
“Risk Factors” beginning on page S-5 of this prospectus supplement, and under similar headings in the other documents
that we have filed or that are filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanying
prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
| Evercore ISI |
|
Citigroup |
|
Morgan
Stanley |
|
Needham
& Company |
The
date of this prospectus supplement is August 4, 2022.
TABLE
OF CONTENTS
Prospectus
Supplement
Prospectus
ABOUT
THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of common
stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus dated August 12, 2021, included
in our registration statement on Form S-3 (File No. 333-258428), along with the documents incorporated by reference therein, which provides
more general information, some of which may not apply to this offering. Generally, when we refer to this prospectus, we are referring
to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement,
on the one hand, and the information contained in the accompanying prospectus or in any document incorporated by reference that was filed
with the Securities and Exchange Commission, or the SEC, before the date of this prospectus supplement, on the other hand, you should
rely on the information contained in this prospectus supplement. If any statement in one of these documents is inconsistent with a statement
in another document having a later date—for example, a document incorporated by reference in the accompanying prospectus—the
statement in the document having the later date modifies or supersedes the earlier statement.
This
prospectus supplement and the accompanying prospectus are part of a “shelf” registration statement that we filed with the
SEC. Under this shelf registration process, we may offer from time to time various securities, of which this offering of shares of our
common stock is a part. Such registration statement also includes exhibits that provide more detail on the matters discussed in this
prospectus supplement and the accompanying prospectus. You should read this prospectus supplement, the accompanying prospectus, including
the information incorporated by reference herein and therein, the exhibits filed with the SEC, and any free writing prospectus that we
have authorized for use in connection with this offering, in their entirety before making an investment decision.
We
have not, and the managers have not, authorized anyone to provide any information other than that contained in or incorporated by reference
in this prospectus supplement, the accompanying prospectus and any free writing prospectus prepared by or on behalf of us or to which
we have referred you. We and the managers take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not, and the managers are not, making an offer to sell or soliciting an offer to buy our
securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation
is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that the information
appearing in this prospectus supplement and the accompanying prospectus, the documents incorporated by reference herein and therein,
and in any free writing prospectus that we may authorize for use in connection with this offering, is accurate only as of the date of
those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates.
When
we refer to “fuboTV,” “we,” “our,” “us” and the “Company” in this prospectus
supplement, we mean fuboTV Inc., unless otherwise specified.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains
reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC. The
address of that website is www.sec.gov.
Our
website address is www.fubotv.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus
supplement and accompanying prospectus.
This
prospectus supplement is part of a registration statement that we filed with the SEC and does not contain all of the information set
forth in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms of
the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration
statement, or documents incorporated by reference in the registration statement. Statements in this prospectus supplement about these
documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer
to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement
through the SEC’s website, as provided above.
INCORPORATION
BY REFERENCE
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus supplement, which means that we
can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in this prospectus supplement or a previously filed document incorporated
by reference will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained
in this prospectus supplement or a subsequently filed document incorporated by reference modifies or replaces that statement.
We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus supplement,
between the date of this prospectus supplement and the termination of the offering of the securities described in this prospectus supplement.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including our Compensation Committee report and performance graph or any
information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.
This
prospectus supplement and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously
been filed with the SEC:
| ● | Our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March
1, 2022. |
| ● | The
information specifically incorporated by reference into our Annual Report on Form 10-K from
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 27, 2022. |
| ● | Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the SEC on
May 10, 2022. |
| ● | Our
Current Reports on Form 8-K, filed with the SEC on January 6, 2022, February 3, 2022 (excluding
information furnished pursuant to Item 7.01), March 2, 2022, March 25, 2022, and June 10,
2022. |
| ● | Our
Registration Statement on Form 8-A12B filed with the SEC on October 2, 2020. |
| ● | The
description of the Company’s Securities Registered Pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, filed as Exhibit 4.5 to our Annual Report on Form 10-K
filed with the SEC on March 1, 2022 and any amendment or report filed with the SEC for the
purpose of updating the description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of this offering, including all such documents we may file with the SEC after the date of the initial registration statement and prior
to the effectiveness of the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will
also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports
and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they are specifically
incorporated by reference in the documents) by writing or telephoning us at the following address:
fuboTV
Inc.
Attn:
Corporate Secretary
1290
Avenue of the Americas
New
York, New York 10104
(212)
672-0055
You
may also access these documents, free of charge on the SEC’s website at www.sec.gov or on our website at www.fubotv.com. The information
contained on, or that can be accessed through, our website does not constitute part of this prospectus supplement, and the reference
to our website address is included in this prospectus supplement as an inactive textual reference only
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or
any accompanying prospectus supplement.
THE
COMPANY
We
are a sports-first, live TV streaming company, offering subscribers access to tens of thousands of live sporting events annually as well
as leading news and entertainment content. Our platform, fuboTV, allows customers to access content through streaming devices and on
SmartTVs, mobile phones, tablets, and computers. We offer subscribers a live TV streaming service with the option to purchase incremental
features that include additional content or enhanced functionality best suited to their preferences. Our base plan includes a broad mix
of channels, including top 50 Nielsen-ranked networks, across sports, news, and entertainment.
We
were incorporated in 2009 as a Florida corporation under the name York Entertainment, Inc. We changed our name to FaceBank Group, Inc.
on September 30, 2019. On August 10, 2020, our name was changed to fuboTV Inc. Our principal executive offices are located at 1290 Avenue
of the Americas, New York, New York 10104, and our telephone number is (212) 672-0055.
THE
OFFERING
| Common
stock offered by us |
|
Shares
of our common stock having an aggregate offering price of up to $350.0 million. |
| |
|
| Plan
of Distribution |
|
“At
the market offering” that may be made from time to time on the New York Stock Exchange or other market for our common stock
in the United States through the managers. See the section entitled “Plan of Distribution” in this prospectus supplement. |
| |
|
| Use
of Proceeds |
|
We
intend to use the net proceeds of this offering for offering for general corporate purposes and to enhance our liquidity position.
See the section entitled “Use of Proceeds” on page S-8 in this prospectus supplement. |
| |
|
| Risk
Factors |
|
See
the section titled “Risk Factors” on page S-5 in this prospectus supplement and the other information included
in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus for a discussion of certain factors
you should carefully consider before deciding to invest in shares of our common stock. |
| |
|
| New
York Stock Exchange symbol |
|
“FUBO” |
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described below and under the
section titled “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q or Current Reports on Form 8-K we file after the date of this prospectus supplement, and all other information contained or incorporated
by reference into this prospectus supplement and accompanying prospectus, as updated by our subsequent filings under the Exchange Act,
before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment
in the offered securities.
Risks
Relating to this Offering
If
you purchase shares of our common stock sold in this offering, you may experience immediate and substantial dilution in the net tangible
book value (deficit) of your shares. In addition, we may issue additional equity or convertible debt securities in the future, which
may result in additional dilution to investors.
The
price per share of our common stock being offered may be higher than the net tangible book value (deficit) per share of our outstanding
common stock prior to this offering. Assuming that an aggregate of 119,863,014 shares of our common stock are sold at a price
of $2.92 per share, the last reported sale price of our common stock on the New York Stock Exchange on August 3, 2022, for aggregate
gross proceeds of approximately $350.0 million, and after deducting commissions and estimated offering expenses payable by us,
new investors in this offering would incur immediate dilution of $2.42 per share. For a more detailed discussion of the foregoing,
see the section entitled “Dilution” below. To the extent outstanding stock options are exercised, there will be further dilution
to new investors. In addition, to the extent we need to raise additional capital in the future and we issue additional shares of common
stock or securities convertible or exchangeable for our common stock, our then existing stockholders may experience dilution and the
new securities may have rights senior to those of our common stock offered in this offering.
We
have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described
in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess
whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of
the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might
not apply our net proceeds in ways that ultimately increase the value of your investment. We expect to use the net proceeds from this
offering for general corporate purposes and to enhance our liquidity position. The failure by our management to apply these funds effectively
could harm our business. Pending their use, we may invest the net proceeds from this offering in short-and intermediate term, investment-grade,
interest-bearing securities. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the
net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected financial results, which could
cause our stock price to decline.
The
actual number of shares we will issue under the Sales Agreement, at any one time or in total, is uncertain.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver instructions to the
managers to sell shares of our common stock at any time throughout the term of the Sales Agreement. The number of shares that are sold
through the managers after our instruction will fluctuate based on a number of factors, including the market price of our common stock
during the sales period, the limits we set with the managers in any instruction to sell shares, and the demand for our common stock during
the sales period. Because the price per share of each share sold will fluctuate during this offering, it is not currently possible to
predict the number of shares that will be sold or the gross proceeds to be raised in connection with those sales.
The
common stock offered hereby will be sold in “at the market offerings,” and investors who buy shares at different times will
likely pay different prices.
Investors
who purchase shares in this offering at different times will likely pay different prices, and so may experience different levels of dilution
and different outcomes in their investment results. We will have discretion, subject to market demand, to vary the timing, prices, and
numbers of shares sold in this offering. In addition, subject to the final determination by our board of directors, there is no minimum
or maximum sales price for shares to be sold in this offering. Investors may experience a decline in the value of the shares they purchase
in this offering as a result of sales made at prices lower than the prices they paid.
Sales
of a substantial number of shares of our common stock in the public market could cause our stock price to fall.
Sales
of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress
the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities.
We are unable to predict the effect that such sales may have on the prevailing market price of our common stock. In addition, the sale
of substantial amounts of our common stock could adversely impact its price. The sale or the availability for sale of a large number
of shares of our common stock in the public market could cause the price of our common stock to decline.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein contain forward-looking
statements within the meaning of Section 21E of the Exchange Act. These forward-looking statements, which are subject to a number of
risks, uncertainties, and assumptions, generally relate to future events or our future financial or operating performance. In some cases,
you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,”
“continue,” “anticipate,” “design,” “intend,” “expect,” “could,”
“plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,”
“project,” “contemplate,” or the negative version of these words and other comparable terminology that concern
our expectations, strategy, plans, intentions, or projections. Forward-looking statements contained in this prospectus supplement include,
but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, stock-based
compensation, revenue recognition, business strategy, plans and market growth, and our objectives for future operations, including related
to investment in our technologies and data capabilities, and strategies with respect to subscriber acquisition, our gaming business and
other adjacent markets, and our international operations.
We
have based the forward-looking statements contained in this prospectus supplement primarily on our current expectations and projections
about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business
strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including
those described in Section 1A: Risk Factors” and elsewhere in our most recent Annual Report on Form 10-K, and under similar headings
in subsequent Quarterly Reports on Form 10-Q, or Current Reports on Form 8-K, and the section of this prospectus supplement titled “Risk
Factors.” These risks are not exhaustive. Other sections of this prospectus supplement include additional factors that could adversely
impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment, and new risks
emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and
circumstances discussed in this prospectus supplement may not occur and actual results could differ materially and adversely from those
anticipated or implied in the forward-looking statements and you should not place undue reliance on our forward-looking statements.
In
addition, forward-looking statements are based upon information available to us as of the date of this prospectus supplement, and while
we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements
should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.
These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
The
forward-looking statements made in this prospectus supplement relate only to events as of the date on which the statements are made.
We undertake no obligation to update any forward-looking statements made in this prospectus supplement to reflect events or circumstances
after the date of this prospectus supplement or to reflect new information or the occurrence of unanticipated events, except as required
by law.
You
should read this prospectus supplement in conjunction with the audited consolidated financial statements and the related notes thereto
as of and for the year ended December 31, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the Securities and Exchange Commission on March 1, 2022.
USE
OF PROCEEDS
We
may issue and sell shares of our common stock having aggregate sales proceeds of up to $350.0 million from time to time. Because there
is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and
proceeds to us, if any, are not determinable at this time.
We
intend to use the net proceeds of this offering for general corporate purposes and to enhance our liquidity position.
The
amounts and timing of our actual expenditures will depend on numerous factors, including the factors described under “Risk Factors”
in this prospectus supplement and accompanying prospectus and in the documents incorporated by reference herein and therein, as well
as the amount of cash used in our operations. We may find it necessary or advisable to use the net proceeds for other purposes, and we
will have broad discretion in the application of the net proceeds. Pending the uses described above, we plan to invest the net proceeds
from this offering in short- and intermediate-term, investment grade, interest-bearing instruments.
MATERIAL
U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS
The
following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the
purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis
of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state,
local or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S.
Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject
to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely
affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There
can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the
purchase, ownership and disposition of our common stock.
This
discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221
of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant
to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income,
the special tax accounting rules under Section 451(b) of the Code, and the alternative minimum tax. In addition, it does not address
consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:
| ● | U.S.
expatriates and former citizens or long-term residents of the United States; |
| ● | persons
holding our common stock as part of a hedge, straddle or other risk reduction strategy or
as part of a conversion transaction or other integrated investment; |
| ● | banks,
insurance companies, and other financial institutions; |
| ● | brokers,
dealers or traders in securities; |
| ● | “controlled
foreign corporations,” “passive foreign investment companies,” and corporations
that accumulate earnings to avoid U.S. federal income tax; |
| ● | partnerships
or other entities or arrangements treated as partnerships for U.S. federal income tax purposes
(and investors therein); |
| ● | tax-exempt
organizations or governmental organizations; |
| ● | persons
deemed to sell our common stock under the constructive sale provisions of the Code; |
| ● | tax-qualified
retirement plans; and |
| ● | “qualified
foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all
of the interests of which are held by qualified foreign pension funds. |
If
an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a
partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made
at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax
advisors regarding the U.S. federal income tax consequences to them.
INVESTORS
SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS
AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE
OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.
Definition
of a Non-U.S. Holder
For
purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S.
person” nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person
that, for U.S. federal income tax purposes, is or is treated as any of the following:
| ● | an
individual who is a citizen or resident of the United States; |
| ● | a
corporation created or organized under the laws of the United States, any state thereof,
or the District of Columbia; |
| ● | an
estate, the income of which is subject to U.S. federal income tax regardless of its source;
or |
| ● | a
trust that (1) is subject to the primary supervision of a U.S. court and the control of one
or more “United States persons” (within the meaning of Section 7701(a)(30) of
the Code), or (2) has a valid election in effect to be treated as a United States person
for U.S. federal income tax purposes. |
Distributions
As
described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our
common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions
will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits,
as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute
a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not
below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable
Disposition.”
Subject
to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding
tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided
the Non-U.S. Holder furnishes to the applicable withholding agent a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation)
certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that
qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund
with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income
tax treaty.
If
dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within
the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the
United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described
above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying
that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.
Any
such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates applicable
to U.S. Holders. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower
rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders
should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Sale
or Other Taxable Disposition
A
Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our
common stock unless:
| ● | the
gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business
within the United States (and, if required by an applicable income tax treaty, the Non-U.S.
Holder maintains a permanent establishment in the United States to which such gain is attributable); |
| ● | the
Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days
or more during the taxable year of the disposition and certain other requirements are met;
or |
| ● | our
common stock constitutes a U.S. real property interest (“USRPI”) by reason of
our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal
income tax purposes. |
Gain
described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates
applicable to U.S. Holders. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or
such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.
A
Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower
rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which
may be offset by certain U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of
the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.
With
respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination
of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S.
real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one
in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock
by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined
by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively,
5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition
or the Non-U.S. Holder’s holding period. There can be no assurance that our common stock will qualify as regularly traded on an
established securities market.
Non-U.S.
Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules from
those set forth above.
Information
Reporting and Backup Withholding
Payments
of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual
knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing
a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed
with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder, regardless of whether such distributions
constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our
common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding
or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge
or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition
of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information
reporting.
Copies
of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement
to the tax authorities of the country in which the Non-U.S. Holder resides or is established.
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit
against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
Additional
Withholding Tax on Payments Made to Foreign Accounts
Withholding
taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance
Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities.
Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below)
gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial
foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting
obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners”
(as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial
institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial
institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department
of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States
persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information
about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders.
Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA
may be subject to different rules.
Under
the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on
our common stock. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition
of stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. The preamble to such proposed
regulations specifies that taxpayers are permitted to rely on these proposed Treasury Regulations prior to the issuance of final Treasury
Regulations.
Prospective
investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our
common stock.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our common stock. We intend to retain future earnings, if any, to finance the operation
and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Payment of future cash dividends,
if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition,
operating results, current and anticipated cash needs, the requirements and contractual restrictions of then-existing debt instruments,
and other factors that our board of directors deems relevant.
DILUTION
If
you invest in our common stock, your interest will be diluted to the extent of the difference between the price per share you pay in
this offering and the net tangible book value (deficit) per share of our common stock immediately after this offering.
Our
net tangible book value (deficit) of our common stock as of March 31, 2022 was approximately $(189.6) million, or approximately
$(1.04) per share of common stock based upon 182,677,189 shares outstanding. Net tangible book value (deficit) per share
is equal to our total tangible assets, less our total liabilities, divided by the total number of shares outstanding as of March 31,
2022.
After
giving effect to the sale of our common stock in the aggregate amount of $350.0 million at an assumed offering price of $2.92
per share, the last reported sale price of our common stock on the New York Stock Exchange on August 3, 2022, and after deducting offering
commissions and estimated aggregate offering expenses payable by us, our net tangible book value as of March 31, 2022 would have been
approximately $153.1 million, or $0.50 per share of common stock. This represents an immediate increase in net tangible
book value (deficit) of $1.54 per share to our existing stockholders and an immediate dilution in net tangible book value (deficit)
of $2.42 per share to new investors in this offering at the assumed public offering price.
The
following table illustrates this calculation on a per share basis:
| Assumed
public offering price per share |
|
|
|
|
|
$ |
2.92 |
|
| Net
tangible book value (deficit) per share as of March 31, 2022 |
|
$ |
(1.04 |
) |
|
|
|
|
| Increase
in net tangible book value (deficit) per share attributable to the offering |
|
$ |
1.54 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| As
adjusted net tangible book value (deficit) per share after giving effect to the offering |
|
|
|
|
|
$ |
0.50 |
|
| |
|
|
|
|
|
|
|
|
| Dilution
in net tangible book value (deficit) per share to new investors in this offering |
|
|
|
|
|
$ |
2.42 |
|
The
number of shares of our common stock to be outstanding immediately after this offering is based on 182,677,189 shares of our common
stock outstanding as of March 31, 2022. The number of shares outstanding as of March 31, 2022 excludes:
| |
● |
10,731,475
shares of common stock issuable upon the exercise
of options outstanding as of March 31, 2022, at a weighted average exercise price of $6.44 per share; |
| |
|
|
| |
● |
5,877,591 shares of common stock issuable upon the vesting
of restricted stock units as of March 31, 2022; and |
| |
|
|
| |
● |
9,044,078
shares of common stock reserved for future issuance
under our 2020 Equity Incentive Plan as of March 31, 2022. |
The
foregoing table does not give effect to the exercise of any outstanding options. To the extent options are exercised, there may be further
dilution to new investors.
PLAN
OF DISTRIBUTION
We
entered into the Sales Agreement with Evercore Group, L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham
& Company, LLC on August 4, 2022, under which we may issue and sell from time to time up to $350.0 million of our common
stock through or to the managers as our sales agents. Sales of our common stock, if any, will be made at market prices by any method
that is deemed to be an “at the market offering” as defined Rule 415(a)(4) under the Securities Act and/or any other method
permitted by law. A copy of the Sales Agreement that we entered into with the managers is filed with the SEC as an exhibit to a current
report on Form 8-K filed under the Exchange Act, and incorporated by reference in this prospectus supplement.
The
managers will offer our common stock subject to the terms and conditions of the Sales Agreement on a daily basis or as otherwise agreed
upon by us and the managers. Subject to the terms and conditions of the Sales Agreement, we will designate the maximum amount of common
stock to be sold through a manager on a daily basis or otherwise determine such maximum amount together with such manager. Subject to
the terms and conditions of the Sales Agreement, the managers will use their commercially reasonable efforts to sell on our behalf all
of the shares of common stock requested to be sold by us. We may instruct the managers not to sell common stock if the sales cannot be
effected at or above the price designated by us in any such instruction. The managers or we may suspend the offering of our common stock
being made through the managers under the Sales Agreement upon proper notice to the other party. The managers and we each have the right,
by giving written notice as specified in the Sales Agreement, to terminate the Sales Agreement in each party’s sole discretion
at any time.
The
offering of common stock pursuant to this prospectus supplement will terminate upon the earlier of (i) the sale of our common stock provided
for in this prospectus supplement, or (ii) termination of the Sales Agreement as permitted therein.
The
aggregate compensation payable to the managers as sales agents will equal up to 3% of the gross sales price of the shares sold
through them pursuant to the Sales Agreement. We have also agreed to reimburse the managers for up to $100,000 of the managers’
actual outside legal expenses incurred by the managers in connection with this offering, plus certain ongoing fees of its legal counsel.
We estimate that the total expenses of the offering payable by us, excluding commissions payable to the managers under the Sales Agreement,
will be approximately $450,000.
The
remaining sales proceeds, after deducting any expenses payable by us and any transaction fees imposed by any governmental, regulatory,
or self-regulatory organization in connection with the sales, will equal our net proceeds for the sale of such common stock.
The
managers will provide written confirmation to us following the close of trading on the New York Stock Exchange on each day in which common
stock is sold through it as sales agent under the Sales Agreement. Each confirmation will include the number of shares of common stock
sold through it as sales agent on that day, the volume weighted average price of the shares sold, the percentage of the daily trading
volume and the net proceeds to us.
We
will report at least quarterly the number of shares of common stock sold through the managers under the Sales Agreement, the net proceeds
to us and the compensation paid by us to the managers in connection with the sales of common stock.
Settlement
for sales of common stock will occur, unless the parties agree otherwise, on the second business day that is also a trading day following
the date on which any sales were made in return for payment of the net proceeds to us. There is no arrangement for funds to be received
in an escrow, trust or similar arrangement.
In
connection with the sales of our common stock on our behalf, the managers will be deemed to be an “underwriter” within the
meaning of the Securities Act, and the compensation paid to the managers will be deemed to be underwriting commissions or discounts.
We have agreed in the Sales Agreement to provide indemnification and contribution to the managers against certain liabilities, including
liabilities under the Securities Act. As sales agents, the managers will not engage in any transactions that stabilize our common stock.
Our
common stock is listed on the New York Stock Exchange and trades under the symbol “FUBO.” The transfer agent of our common
stock is American Stock Transfer & Trust Company, LLC.
The
managers and/or their affiliates have provided, and may in the future provide, various investment banking and other financial services
for us for which services they have received and, may in the future receive, customary fees.
LEGAL
MATTERS
The
validity of the common stock offered hereby will be passed upon for us by Holland & Knight LLP. Certain legal matters relating to
this offering will be passed upon for us by Latham & Watkins LLP. Certain legal matters in connection with this offering will be
passed upon for the managers by Fenwick & West LLP.
EXPERTS
The
financial statements as of December 31, 2019 and for the year then ended incorporated by reference in this prospectus supplement have
been so incorporated in reliance on the report of LJ Soldinger Associates, LLC, an independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements of fuboTV
Inc. as of December 31, 2021 and December 31, 2020, and for the years then ended, and management’s assessment
of the effectiveness of internal control over financial reporting as of December 31, 2021, have been incorporated by reference herein
in in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein,
and upon the authority of said firm as experts and accounting and auditing.
PROSPECTUS
FUBOTV,
INC.
$750,000,000
Common
Stock
Preferred
Stock
Debt
Securities
Warrants
Purchase
Contracts
Units
623,068
Shares
Common Stock
Offered by the Selling Securityholders
We
may offer and sell up to $750,000,000 in the aggregate of the securities identified above, and the selling securityholders may
offer and sell up to 623,068 shares in the aggregate of common stock identified above, in each case from time to time in one or more
offerings. This prospectus provides you with a general description of the securities.
Each
time we or any of the selling securityholders offer and sell securities, we or such selling securityholders will provide a supplement
to this prospectus that contains specific information about the offering and, if applicable, the selling securityholders, as well as
the amounts, prices and terms of the securities. The supplement may also add, update or change information contained in this prospectus
with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in
any of our securities.
We
may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or more underwriters,
dealers and agents, or directly to purchasers, or through a combination of these methods. In addition, the selling securityholders may
offer and sell shares of our common stock from time to time, together or separately. If any underwriters, dealers or agents are involved
in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between
or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See the
sections of this prospectus entitled “About this Prospectus” and “Plan of Distribution” for more information.
No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms
of the offering of such securities.
Investing
in our securities involves risks. See the “Risk Factors” on page 5 of this prospectus and any similar section
contained in the applicable prospectus supplement concerning factors you should consider before investing in our securities.
Our
common stock is listed on the New York Stock Exchange under the symbol “FUBO.” On August 9, 2021,
the last reported sale price of our common stock on the New York Stock Exchange was $27.93 per share.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is August 12, 2021.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf”
registration process. By using a shelf registration statement, we may sell securities from time to time and in one or more offerings
up to a total dollar amount of $750,000,000 and the selling securityholders to be named in a supplement to this prospectus may,
from time to time, sell up to 623,068 shares of common stock from time to time in one or more offerings as described in this prospectus.
Each time that we or the selling securityholders offer and sell securities, we or the selling securityholders will provide a prospectus
supplement to this prospectus that contains specific information about the securities being offered and sold and the specific terms of
that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information
relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained
in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable
prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable.
Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable
free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information;
Incorporation by Reference.”
Neither
we, nor the selling securityholders, have authorized anyone to provide you with any information or to make any representations other
than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf
of us or to which we have referred you. We and the selling securityholders take no responsibility for, and can provide no assurance as
to the reliability of, any other information that others may give you. We and the selling securityholders will not make an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that
the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus,
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless
we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This
prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference,
market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information.
Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not
independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated
by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions
and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk
Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under
similar headings in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place
undue reliance on this information.
THIS
PROSPECTUS MAY NOT BE USED TO OFFER AND SELL SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
When
we refer to “fuboTV,” “we,” “our,” “us” and the “Company” in this prospectus,
we mean fuboTV Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential
holders of the applicable series of securities.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available
Information
We
file reports, proxy statements and other information with the SEC. The SEC maintains a web site that contains reports, proxy and information
statements and other information about issuers, such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our
web site address is www.fubotv.com. The information on our web site, however, is not, and should not be deemed to be, a part of this
prospectus.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms
of the indenture and other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration
statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement
about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers.
You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration
statement through the SEC’s website, as provided above.
Incorporation
by Reference
The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose
important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference
is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede
that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed
to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently
filed document incorporated by reference modifies or replaces that statement.
This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been
filed with the SEC:
| |
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 25, 2021, as amended on March 29, 2021. |
| |
|
|
| |
● |
The
information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule
14A, filed with the SEC on April 28, 2021. |
| |
|
|
| |
● |
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the SEC on May 13, 2021. |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K filed with the SEC on January 28, 2021 (excluding information furnished pursuant to Item 2.02),
February 2, 2021, March 3, 2021, March 12, 2021, March 23, 2021, June 28, 2021, July 2, 2021 and July 16, 2021. |
| |
|
|
| |
● |
Our
Registration Statement on Form 8-A12B filed with the SEC on October 2, 2020. |
| |
|
|
| |
● |
The
description of the Company’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended,
filed as Exhibit 4.5 to our Annual Report on Form 10-K filed with the SEC on March 25, 2021 and any amendment or report filed with
the SEC for the purpose of updating the description. |
All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, which we refer to as the “Exchange Act” in this prospectus, prior to the termination of this offering, including
all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the
registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference
into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents.
You
may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following
address:
fubotv
inc.
1330
avenue of the americas
new
york, ny 10019
(212)
672-0055
Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or
any accompanying prospectus supplement.
THE
COMPANY
We
are a sports-first, live TV streaming company, offering subscribers access to tens of thousands of live sporting events annually as well
as leading news and entertainment content. Our platform, fuboTV, allows customers to access content through streaming devices and on
SmartTVs, mobile phones, tablets, and computers. We offer subscribers a live TV streaming service with the option to purchase incremental
features that include additional content or enhanced functionality best suited to their preferences. Our base
plan includes a broad mix of channels, including top 50 Nielsen-ranked networks, across sports, news, and entertainment.
We
were incorporated in 2009 as a Florida corporation under the name York Entertainment, Inc. We changed our name to FaceBank Group, Inc.
on September 30, 2019. On August 10, 2020, our name was changed to fuboTV Inc. fuboTV Sub was incorporated in 2014 as a Delaware corporation.
Our principal executive offices are located at 1330 Avenue of the Americas, New York, New York 10010, and our telephone number is (212)
672-0055.
RISK
FACTORS
Investment
in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully consider
the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form
10-Q or Current Reports on Form 8-K, and all other information contained or incorporated by reference into this prospectus, as updated
by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement
and any applicable free writing prospectus before acquiring any of such securities. The occurrence of any of these risks might cause
you to lose all or part of your investment in the offered securities.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement. We will not receive
any of the proceeds from the sale of common stock being offered by any of the selling securityholders.
DESCRIPTION
OF CAPITAL STOCK
The
following description of our capital stock is not complete and may not contain all the information you should consider before investing
in our capital stock. This description is summarized from, and qualified in its entirety by reference to, our articles of incorporation,
which has been publicly filed with the SEC. See “Where You Can Find More Information; Incorporation by Reference.”
| |
Our
authorized capital stock consists of: |
| |
|
| |
● |
400,000,000
shares of common stock, $0.0001 par value; and |
| |
|
|
| |
● |
50,000,000
shares of preferred stock, $0.0001 par value. |
Common
Stock
Each
share of our common stock is generally entitled to one vote for each share on all matters submitted to a vote of the shareholders, including
the election of directors, but is generally not entitled to vote on any matter for which the vote is reserved to a class of preferred
stock pursuant to the designation for that preferred stock.
Our
common stock is listed on the New York Stock Exchange under the symbol “FUBO.”
Rights
and Preferences
Holders
of our common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable
to our common stock. The rights, preferences and privileges of the holders of our common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of preferred stock currently outstanding or which we may designate and issue in
the future.
Fully
Paid and Nonassessable
All
of our outstanding shares of common stock are fully paid and nonassessable.
Transfer
Agent
The
transfer agent and registrar for our common stock is American Stock Transfer & Trust Company, LLC.
Dividend
Our
bylaws, as amended, provide that the board of directors may authorize, and the Company may make, distributions (which would include dividends)
to its shareholders subject to restrictions by our articles of incorporation, as amended, and certain additional limitations as described
below. Specifically, no distribution may be made if, after giving it effect, (a) the Company would not be able to pay its debts as they
become due in the usual course of business; or (b) the Company’s total assets would be less than the sum of its total liabilities
plus (unless our articles of incorporation permit otherwise) the amount that would be needed, if the Company were to be dissolved at
the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior
to those receiving the distribution.
We
may also issue shares as share dividends, which may be issued pro rata and without consideration to our shareholders or to the shareholders
of one or more classes or series. Shares of one class or series may not be issued as a share dividend in respect of shares of another
class or series unless (a) our articles of incorporation, as amended, so authorize; (b) a majority of the votes entitled to be cast by
the class or series to be issued approves the issue; or (c) there are no outstanding shares of the class or series to be issued.
Preferred
Stock
Under
the terms of our articles of incorporation, our board of directors is authorized to determine the rights and preferences of any undesignated
shares of preferred stock in one or more series without shareholder approval. Our board of directors has the discretion to determine
the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges
and liquidation preferences, of each series of preferred stock.
The
purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays
associated with a shareholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third-party
to acquire, or could discourage a third-party from seeking to acquire, a majority of our outstanding voting stock. We have no present
plans to issue any shares of preferred stock.
Registration
Rights
As
of the date of the registration statement of which this prospectus forms a part, holders of 623,068 shares of our common stock (“Registrable
Securities”) are entitled to various rights with respect to the registration of such shares for public resale under the Securities
Act, pursuant to agreements by and among us and certain shareholders. All of such Registrable Securities are being registered hereby,
and as a result, such holders will be able to trade these shares without restriction under the Securities Act upon the effectiveness
of the registration statement of which this prospectus forms a part.
Exclusive
Forum
The
Florida Business Corporation Act (the “FBCA”) provides that a corporation’s articles of incorporation or bylaws may
require that any or all internal corporate claims be brought exclusively in any specified court or courts of the State of Florida and,
if so specified, in any additional courts in Florida or in any other jurisdictions with which the corporation has a reasonable relationship.
Our articles of incorporation and bylaws, each as amended, do not provide any such exclusive forum provisions, but the Certificates of
Designation related to certain current classes of preferred stock do so provide.
Anti-Takeover
Provisions
The
FBCA contains certain provisions which may affect the ability of a party to acquire control of the Company.
Control
Share Acquisition Statute
The
control share acquisition statute, Section 607.0902 of the FBCA, generally provides that in the event that a person acquires voting shares
of the Company which would have 20% or more of the voting power of all of the shares of the Company, such acquired shares have only such
voting rights as are accorded the shares before the control-share acquisition only to the extent granted by resolution approved by the
shareholders of the Company (excluding shares held by the person acquiring the control shares or any officers of the Company or any employees
who are also directors of the Company).
Certain
acquisitions of shares are exempt from these rules, including, without limitation, shares acquired pursuant to the laws of intestate
succession or pursuant to a gift or testamentary transfer, pursuant to a merger or share exchange effected in compliance with the FBCA
if the Company is a party to the agreement or pursuant to an acquisition of shares of the Company if the acquisition has been approved
by the board of directors of the Company before the acquisition.
A
Florida corporation may provide in articles or bylaws that the corporation is not subject to these provisions, but our articles of incorporation
and bylaws, each as amended, do not currently exempt the Company from these provisions. Absent such an exclusion, these provisions of
the FBCA generally apply to any Florida corporation which has:
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One
hundred or more shareholders; |
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Its
principal place of business, its principal office, or substantial assets within Florida; and |
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Either
(i) more than 10% of its shareholders resident in Florida; (ii) more than 10% of its shares owned by residents of Florida; or (iii)
one thousand shareholders resident in Florida. |
The
control share acquisition statute may have the effect of discouraging or preventing certain change of control or takeover transactions
involving the Company
Affiliated
Transactions Statute
The
affiliated transactions statute, Section 607.0901 of the FBCA, covers certain affiliated transactions, and provides that the Company
may not engage in certain mergers, consolidations or sales of stock, dispositions or certain other transactions with any “interested
shareholder” for a period of three years following the time that such shareholder became an interested shareholder, unless:
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Prior to the time that such shareholder became an interested shareholder, the board of directors of the Company approved either the
affiliated transaction or the transaction which resulted in the shareholder becoming an interested shareholder; or
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Upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder
owned at least 85% of the voting shares of the Company outstanding at the time the transaction commenced; or
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At or subsequent to the time that such shareholder became an interested shareholder, the affiliated transaction is approved by the
board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative
vote of at least two-thirds of the outstanding voting shares which are not owned by the interested shareholder.
“Interested
shareholders” are generally defined as any person who is the beneficial owner of more than 15% of the outstanding voting shares
of the Company.
Notwithstanding
the above, the voting requirements set forth above do not apply to a particular affiliated transaction if one or more conditions are
met, including, but not limited to, the following: if the affiliated transaction has been approved by a majority of the disinterested
directors of the Company; if the interested shareholder has been the beneficial owner of at least 80% of the Company’s outstanding
voting shares for at least three years preceding the announcement date; or if the consideration to be paid to the holders of each class
or series of voting shares in the affiliated transaction meets certain minimum conditions.
The
provisions of this section of the FBCA would not apply to the Company if the Company’s original articles of incorporation contained
a provision electing not to be governed by this section of the FBCA, or the Company had adopted an amendment to its articles of incorporation
in compliance with the FBCA expressly electing not to be governed by this section of the FBCA. The Company’s original articles
of incorporation did contain such an election not to be governed by these provisions, and thus these provisions do not currently apply
to the Company.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus,
summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell
a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will
also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series
of debt securities.
We
may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities
described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise
specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one
or more series.
The
debt securities will be issued under an indenture between us and a trustee named in a prospectus supplement. We have summarized select
portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration
statement and you should read the indenture for provisions that may be important to you. In the summary below, we have included references
to the section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not
defined herein have the meanings specified in the indenture.
As
used in this section only, “fuboTV,” “we,” “our” or “us” refer to fuboTV Inc. excluding
our subsidiaries, unless expressly stated or the context otherwise requires.
General
The
terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or
determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture.
(Section 2.2) The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series
(including any pricing supplement or term sheet).
We
can issue an unlimited amount of debt securities under the indenture that may be in one or more series with the same or various maturities,
at par, at a premium, or at a discount. (Section 2.1) We will set forth in a prospectus supplement (including any pricing supplement
or term sheet) relating to any series of debt securities being offered, the aggregate principal amount and the following terms of the
debt securities, if applicable:
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the
title and ranking of the debt securities (including the terms of any subordination provisions); |
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the
price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities; |
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any
limit on the aggregate principal amount of the debt securities; |
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the
date or dates on which the principal of the securities of the series is payable; |
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the
rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity,
commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from
which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the
interest payable on any interest payment date; |
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the
place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment),
where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to
us in respect of the debt securities may be delivered; |
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the
period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
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any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option
of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions
upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
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the
dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities
and other detailed terms and provisions of these repurchase obligations; |
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the
denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
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whether
the debt securities will be issued in the form of certificated debt securities or global debt securities; |
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the
portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the
principal amount; |
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the
currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency
of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;
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the
designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities
will be made; |
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if
payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other
than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments
will be determined; |
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the
manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if
these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity
index, stock exchange index or financial index; |
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any
provisions relating to any security provided for the debt securities; |
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any
addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the
debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the
debt securities; |
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any
addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
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any
depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
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the
provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion
or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment
of the conversion or exchange price and provisions affecting conversion or exchange; |
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any
other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series,
including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the
securities; and |
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whether
any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination,
if any, of such guarantees. (Section 2.2) |
We
may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of
acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax
considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.
If
we denominate the purchase price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units,
or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or
a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific
terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.
Transfer
and Exchange
Each
debt security will be represented by either one or more global securities registered in the name of The Depository Trust Company, or
the Depositary, or a nominee of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry
debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated
security as a “certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under
the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated
form.
Certificated
Debt Securities. You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with
the terms of the indenture. (Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities,
but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or
exchange. (Section 2.7)
You
may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated
debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the
trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global
Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on
behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary. Please see “Global Securities.”
Covenants
We
will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities. (Article
IV)
No
Protection in the Event of a Change of Control
Unless
we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders
of the debt securities protection in the event we have a change in control or in the event of a highly leveraged transaction (whether
or not such transaction results in a change in control) which could adversely affect holders of debt securities.
Consolidation,
Merger and Sale of Assets
We
may not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to
any person (a “successor person”) unless:
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we
are the surviving corporation or the successor person (if other than fuboTV) is a corporation organized and validly existing under
the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture;
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immediately
after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing. |
Notwithstanding
the above, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us. (Section 5.1)
Events
of Default
“Event
of Default” means with respect to any series of debt securities, any of the following:
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default
in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default
for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior
to the expiration of the 30-day period); |
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default
in the payment of principal of any security of that series at its maturity; |
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default
in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has
been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues
uncured for a period of 60 days after we receive written notice from the trustee or fuboTV and the trustee receive written notice
from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;
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certain
voluntary or involuntary events of bankruptcy, insolvency or reorganization of fuboTV; |
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any
other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.
(Section 6.1) |
No
Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an Event of Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain
Events of Default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our
subsidiaries outstanding from time to time.
We
will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such
Default or Event of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what
action we are taking or propose to take in respect thereof. (Section 6.1)
If
an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee
or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing
to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities
of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued
and unpaid interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events
of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on
all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the
trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities
of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders
of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events
of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series,
have been cured or waived as provided in the indenture. (Section 6.2) We refer you to the prospectus supplement relating to any series
of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal
amount of such discount securities upon the occurrence of an Event of Default.
The
indenture provides that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless
the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing
such duty or exercising such right or power. (Section 7.1(e)) Subject to certain rights of the trustee, the holders of a majority in
principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the
debt securities of that series. (Section 6.12)
No
holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the
indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
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that
holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that
series; and |
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the
holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and
offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee
has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series
a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7) |
Notwithstanding
any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment
of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to
institute suit for the enforcement of payment. (Section 6.8)
The
indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with
the indenture. (Section 4.3) If a Default or Event of Default occurs and is continuing with respect to the securities of any series and
if it is known to a responsible officer of the trustee, the trustee shall mail to each Securityholder of the securities of that series
notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge
of such Default or Event of Default. The indenture provides that the trustee may withhold notice to the holders of debt securities of
any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities
of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.
(Section 7.5)
Modification
and Waiver
We
and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder
of any debt security:
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cure any ambiguity, defect or inconsistency; |
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to
comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”;
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to
provide for uncertificated securities in addition to or in place of certificated securities; |
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to
add guarantees with respect to debt securities of any series or secure debt securities of any series; |
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to
surrender any of our rights or powers under the indenture; |
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to
add covenants or events of default for the benefit of the holders of debt securities of any series; |
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to
comply with the applicable procedures of the applicable depositary; |
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to
make any change that does not adversely affect the rights of any holder of debt securities; |
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to
provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the
indenture; |
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to
effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the
provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
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to
comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.
(Section 9.1) |
We
may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding
debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the
consent of the holders of each affected debt security then outstanding if that amendment will:
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reduce
the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
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reduce
the rate of or extend the time for payment of interest (including default interest) on any debt security; |
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reduce
the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed
for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
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reduce
the principal amount of discount securities payable upon acceleration of maturity; |
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waive
a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the
debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities
of that series and a waiver of the payment default that resulted from such acceleration); |
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make
the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
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make
any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive
payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such
payment and to waivers or amendments; or |
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waive
a redemption payment with respect to any debt security. (Section 9.3) |
Except
for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series
may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. (Section 9.2)
The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the
debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a
default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the
holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences,
including any related payment default that resulted from the acceleration. (Section 6.13)
Defeasance
of Debt Securities and Certain Covenants in Certain Circumstances
Legal
Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may
be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be
so discharged upon the irrevocable deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of
debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused
to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money or
U.S. government obligations in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants
or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments
in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture
and those debt securities.
This
discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received
from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture,
there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon
such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United
States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal
income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and
discharge had not occurred. (Section 8.3)
Defeasance
of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities,
upon compliance with certain conditions:
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we
may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain
other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus
supplement; and |
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any
omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities
of that series (“covenant defeasance”). |
The
conditions include:
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depositing
with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other
than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment
of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium
and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of
those payments in accordance with the terms of the indenture and those debt securities; and |
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delivering
to the trustee an opinion of counsel to the effect that the holders of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be
subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the
case if the deposit and related covenant defeasance had not occurred. (Section 8.4) |
No
Personal Liability of Directors, Officers, Employees or Securityholders
None
of our past, present or future directors, officers, employees or securityholders, as such, will have any liability for any of our obligations
under the debt securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation.
By accepting a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration
for the issue of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities
laws, and it is the view of the SEC that such a waiver is against public policy.
Governing
Law
The
indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities,
will be governed by the laws of the State of New York.
The
indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably
waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or
relating to the indenture, the debt securities or the transactions contemplated thereby.
The
indenture will provide that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated
thereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the
State of New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance
of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The
indenture will further provide that service of any process, summons, notice or document by mail (to the extent allowed under any applicable
statute or rule of court) to such party’s address set forth in the indenture will be effective service of process for any suit,
action or other proceeding brought in any such court. The indenture will further provide that we, the trustee and the holders of the
debt securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue
of any suit, action or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead
or claim any such suit, action or other proceeding has been brought in an inconvenient forum. (Section 10.10).
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants independently
or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary
of material provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the
provisions of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants
offered under a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement
and any related free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of
the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
| |
● |
the
number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price
at which such number of shares may be purchased upon such exercise; |
| |
|
|
| |
● |
the
designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series
of preferred stock purchasable upon exercise of warrants to purchase preferred stock; |
| |
|
|
| |
● |
the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants,
which may be payable in cash, securities or other property; |
| |
|
|
| |
● |
the
date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately
transferable; |
| |
|
|
| |
● |
the
terms of any rights to redeem or call the warrants; |
| |
|
|
| |
● |
the
date on which the right to exercise the warrants will commence and the date on which the right will expire; |
| |
|
|
| |
● |
United
States Federal income tax consequences applicable to the warrants; and |
| |
|
|
| |
● |
any
additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement
of the warrants. |
| |
|
|
| |
Holders
of equity warrants will not be entitled: |
| |
|
|
| |
● |
to
vote, consent or receive dividends; |
| |
|
|
| |
● |
receive
notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or |
| |
|
|
| |
● |
exercise
any rights as shareholders of fuboTV. |
Each
warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common
stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify
in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the
expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will become void.
A
holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration
of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders
of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest
on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or
preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred
stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred
stock, if any.
DESCRIPTION
OF PURCHASE CONTRACTS
We
may issue purchase contracts for the purchase or sale of debt or equity securities issued by us. Each purchase contract will entitle
the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase
price, which may be based on a formula, all as set forth in the applicable prospectus supplement. Any purchase contracts we issue will
be physically settled by delivery of such securities. The applicable prospectus supplement will also specify the methods by which the
holders may purchase or sell such securities and any acceleration, cancellation or termination provisions or other provisions relating
to the settlement of a purchase contract.
DESCRIPTION
OF UNITS
We
may issue units consisting of any combination of the other types of securities offered under this prospectus in one or more series. We
may evidence each series of units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements
with a unit agent. Each unit agent will be a bank or trust company that we select. We will indicate the name and address of the unit
agent in the applicable prospectus supplement relating to a particular series of units.
The
following description, together with the additional information included in any applicable prospectus supplement, summarizes the general
features of the units that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus
that we may authorize to be provided to you related to the series of units being offered, as well as the complete unit agreements that
contain the terms of the units. Specific unit agreements will contain additional important terms and provisions and we will file as an
exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from another report that we
file with the SEC, the form of each unit agreement relating to units offered under this prospectus.
If
we offer any units, certain terms of that series of units will be described in the applicable prospectus supplement, including, without
limitation, the following, as applicable:
| |
● |
the
title of the series of units; |
| |
|
|
| |
● |
identification
and description of the separate constituent securities comprising the units; |
| |
|
|
| |
● |
the
price or prices at which the units will be issued; |
| |
|
|
| |
● |
the
date, if any, on and after which the constituent securities comprising the units will be separately transferable; |
| |
|
|
| |
● |
a
discussion of certain United States federal income tax considerations applicable to the units; and |
| |
|
|
| |
● |
any
other terms of the units and their constituent securities. |
GLOBAL
SECURITIES
Book-Entry,
Delivery and Form
Unless
we indicate differently in any applicable prospectus supplement or free writing prospectus, the securities initially will be issued in
book-entry form and represented by one or more global notes or global securities, or, collectively, global securities. The global securities
will be deposited with, or on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the
name of Cede & Co., the nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under
the limited circumstances described below, a global security may not be transferred except as a whole by the depositary to its nominee
or by the nominee to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC
has advised us that it is:
| |
● |
a
limited-purpose trust company organized under the New York Banking Law; |
| |
|
|
| |
● |
a
“banking organization” within the meaning of the New York Banking Law; |
| |
|
|
| |
● |
a
member of the Federal Reserve System; |
| |
|
|
| |
● |
a
“clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
| |
|
|
| |
● |
a
“clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
DTC
holds securities that its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts,
thereby eliminating the need for physical movement of securities certificates. “Direct participants” in DTC include securities
brokers and dealers, including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing
Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated
subsidiaries. Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear
through or maintain a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and
its participants are on file with the SEC.
Purchases
of securities under the DTC system must be made by or through direct participants, which will receive a credit for the securities on
DTC’s records. The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner,
is in turn recorded on the direct and indirect participants’ records. Beneficial owners of securities will not receive written
confirmation from DTC of their purchases. However, beneficial owners are expected to receive written confirmations providing details
of their transactions, as well as periodic statements of their holdings, from the direct or indirect participants through which they
purchased securities. Transfers of ownership interests in global securities are to be accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the
global securities, except under the limited circumstances described below.
To
facilitate subsequent transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s
partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities
with DTC and their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities.
DTC has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants
to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So
long as the securities are in book-entry form, you will receive payments and may transfer securities only through the facilities of the
depositary and its direct and indirect participants. We will maintain an office or agency in the location specified in the prospectus
supplement for the applicable securities, where notices and demands in respect of the securities and the indenture may be delivered to
us and where certificated securities may be surrendered for payment, registration of transfer or exchange.
Conveyance
of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants
and indirect participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect
from time to time.
Redemption
notices will be sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to
determine by lot the amount of the interest of each direct participant in the securities of such series to be redeemed.
Neither
DTC nor Cede & Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC
will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights
of Cede & Co. to those direct participants to whose accounts the securities of such series are credited on the record date, identified
in a listing attached to the omnibus proxy.
So
long as securities are in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered
owner of such securities, by wire transfer of immediately available funds. If securities are issued in definitive certificated form under
the limited circumstances described below and unless if otherwise provided in the description of the applicable securities herein or
in the applicable prospectus supplement, we will have the option of making payments by check mailed to the addresses of the persons entitled
to payment or by wire transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated
party at least 15 days before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory
to the applicable trustee or other designated party.
Redemption
proceeds, distributions and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt
of funds and corresponding detail information from us on the payment date in accordance with their respective holdings shown on DTC records.
Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with
securities held for the account of customers in bearer form or registered in “street name.” Those payments will be the responsibility
of participants and not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption
proceeds, distributions and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC, is our responsibility, disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments
to the beneficial owners is the responsibility of direct and indirect participants.
Except
under the limited circumstances described below, purchasers of securities will not be entitled to have securities registered in their
names and will not receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and
its participants to exercise any rights under the securities and the indenture.
The
laws of some jurisdictions may require that some purchasers of securities take physical delivery of securities in definitive form. Those
laws may impair the ability to transfer or pledge beneficial interests in securities.
DTC
may discontinue providing its services as securities depositary with respect to the securities at any time by giving reasonable notice
to us. Under such circumstances, in the event that a successor depositary is not obtained, securities certificates are required to be
printed and delivered.
As
noted above, beneficial owners of a particular series of securities generally will not receive certificates representing their ownership
interests in those securities. However, if:
| |
● |
DTC
notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series
of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time when it is required to be registered
and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing
to be so registered, as the case may be; |
| |
|
|
| |
● |
we
determine, in our sole discretion, not to have such securities represented by one or more global securities; or |
| |
|
|
| |
● |
an
Event of Default has occurred and is continuing with respect to such series of securities, we
will prepare and deliver certificates for such securities in exchange for beneficial interests in the global securities. Any beneficial
interest in a global security that is exchangeable under the circumstances described in the preceding sentence will be exchangeable for
securities in definitive certificated form registered in the names that the depositary directs. It is expected that these directions
will be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in the
global securities. |
Euroclear
and Clearstream
If
so provided in the applicable prospectus supplement, you may hold interests in a global security through Clearstream Banking S.A., which
we refer to as “Clearstream,” or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as “Euroclear,”
either directly if you are a participant in Clearstream or Euroclear or indirectly through organizations which are participants in Clearstream
or Euroclear. Clearstream and Euroclear will hold interests on behalf of their respective participants through customers’ securities
accounts in the names of Clearstream and Euroclear, respectively, on the books of their respective U.S. depositaries, which in turn will
hold such interests in customers’ securities accounts in such depositaries’ names on DTC’s books.
Clearstream
and Euroclear are securities clearance systems in Europe. Clearstream and Euroclear hold securities for their respective participating
organizations and facilitate the clearance and settlement of securities transactions between those participants through electronic book-entry
changes in their accounts, thereby eliminating the need for physical movement of certificates.
Payments,
deliveries, transfers, exchanges, notices and other matters relating to beneficial interests in global securities owned through Euroclear
or Clearstream must comply with the rules and procedures of those systems. Transactions between participants in Euroclear or Clearstream,
on one hand, and other participants in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors
will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers and other transactions involving any
beneficial interests in global securities held through those systems only on days when those systems are open for business. Those systems
may not be open for business on days when banks, brokers and other institutions are open for business in the United States.
Cross-market
transfers between participants in DTC, on the one hand, and participants in Euroclear or Clearstream, on the other hand, will be effected
through DTC in accordance with the DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S.
depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case
may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (European
time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver
instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the
global securities through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants
in Euroclear or Clearstream may not deliver instructions directly to their respective U.S. depositaries.
Due
to time zone differences, the securities accounts of a participant in Euroclear or Clearstream purchasing an interest in a global security
from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant participant in Euroclear or
Clearstream, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream) immediately
following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests in a global security
by or through a participant in Euroclear or Clearstream to a direct participant in DTC will be received with value on the settlement
date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or
Clearstream following DTC’s settlement date.
Other
The
information in this section of this prospectus concerning DTC, Clearstream, Euroclear and their respective book-entry systems has been
obtained from sources that we believe to be reliable, but we do not take responsibility for this information. This information has been
provided solely as a matter of convenience. The rules and procedures of DTC, Clearstream and Euroclear are solely within the control
of those organizations and could change at any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control
over those entities and none of us takes any responsibility for their activities. You are urged to contact DTC, Clearstream and Euroclear
or their respective participants directly to discuss those matters. In addition, although we expect that DTC, Clearstream and Euroclear
will perform the foregoing procedures, none of them is under any obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time. Neither we nor any agent of ours will have any responsibility for the performance or nonperformance
by DTC, Clearstream and Euroclear or their respective participants of these or any other rules or procedures governing their respective
operations.
SELLING
SECURITYHOLDERS
This
prospectus also relates to the possible resale by certain of our shareholders, who we refer to in this prospectus as the “selling
securityholders,” of up to 623,068 shares of our common stock that were issued and outstanding prior to the original date of filing
of the registration statement of which this prospectus forms a part. The selling securityholders originally acquired the shares of our
common stock included in this prospectus in private placements in connection with the Company’s acquisition of Vigtory, Inc. in
February 2021.
The
table below sets forth information regarding the beneficial ownership of our common stock by the selling securityholders. The information
regarding the selling securityholders’ beneficial ownership after the sales made pursuant to this prospectus assumes that all of
the common stock subject to sale pursuant to this prospectus will have been sold and that the selling securityholders do not acquire
any additional shares. Information in the table below, with respect to beneficial ownership, has been furnished by the selling securityholders.
Information
concerning the selling securityholders may change from time to time and any changed information will be set forth in supplements to this
prospectus, if and when necessary. The selling securityholders may offer all, some or none of our common stock. We cannot advise you
as to whether the selling securityholders will in fact sell any or all of such shares of common stock. In addition, the selling securityholders
listed in the table below may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any
time and from time to time, shares of our common stock in transactions exempt from the registration requirements of the Securities Act,
after the date on which they provided the information set forth in the table below.
To
our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially
owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of
securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial”
ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is
also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60
days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke
a trust, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar
arrangement.
The
percentages in the table below reflect beneficial ownership immediately prior to the date of this prospectus and immediately after the
resale of all shares subject to resale pursuant to this prospectus as determined in accordance with Rule 13d-3 under the Exchange Act
and are based on 141,666,712 shares of our common stock outstanding as of July 31, 2021.
| Amount and Nature of Beneficial Ownership |
| | |
Immediately Prior to this Prospectus | | |
Number of Shares Subject to | | |
Immediately After Resale of All Shares
Subject to Resale Pursuant to this Prospectus** | |
| Selling Securityholders | |
Shares Owned(1) | | |
Percentage | | |
Resale Pursuant to this Prospectus(1) | | |
Shares
Owned | | |
Percentage | |
| 185 Ventures LLC(2) | |
| 3,978 | | |
| * | | |
| 3,978 | | |
| — | | |
| — | |
| Charles Edelberg(3) | |
| 4,011 | | |
| * | | |
| 4,011 | | |
| — | | |
| — | |
| Daniel Rosen(4) | |
| 5,243 | | |
| * | | |
| 5,243 | | |
| — | | |
| — | |
| David Hakimian Declaration of Trust 3/7/97(5) | |
| 4,025 | | |
| * | | |
| 4,025 | | |
| — | | |
| — | |
| Home Equity Savers LTD Pension Plan and Trust(6) | |
| 4,033 | | |
| * | | |
| 4,033 | | |
| — | | |
| — | |
| Jeffrey Devine(7) | |
| 8,065 | | |
| * | | |
| 8,065 | | |
| — | | |
| — | |
| Jeffrey Polisky(8) | |
| 4,075 | | |
| * | | |
| 4,075 | | |
| — | | |
| — | |
| Jeffrey M. Rattner(9) | |
| 2,673 | | |
| * | | |
| 2,673 | | |
| — | | |
| — | |
| Joseph and Leslie Schaller(10) | |
| 11,912 | | |
| * | | |
| 11,912 | | |
| — | | |
| — | |
| Kurt Schneider(11) | |
| 3,971 | | |
| * | | |
| 3,971 | | |
| — | | |
| — | |
| Brian A. Burak IRA #TC006254(12) | |
| 16,159 | | |
| * | | |
| 16,159 | | |
| — | | |
| — | |
| Mark R. Burnstine Revocable Trust(13) | |
| 4,073 | | |
| * | | |
| 4,073 | | |
| — | | |
| — | |
| Matthew Sampson(14) | |
| 4,029 | | |
| * | | |
| 4,029 | | |
| — | | |
| — | |
| Matthew G. Miller 2014 Dynasty Trust(15) | |
| 8,081 | | |
| * | | |
| 8,081 | | |
| — | | |
| — | |
| Max JR LLC(16) | |
| 1,592 | | |
| * | | |
| 1,592 | | |
| — | | |
| — | |
| Michael Wagner(17) | |
| 3,977 | | |
| * | | |
| 3,977 | | |
| — | | |
| — | |
| Mitchell Rattner(18) | |
| 6,368 | | |
| * | | |
| 6,368 | | |
| — | | |
| — | |
| Neal Wilkinson(19) | |
| 3,983 | | |
| * | | |
| 3,983 | | |
| — | | |
| — | |
| Prithvi Rudrappa(20) | |
| 1,283 | | |
| * | | |
| 1,283 | | |
| — | | |
| — | |
| Rattner Real Estate Holdings, LLC(21) | |
| 4,033 | | |
| * | | |
| 4,033 | | |
| — | | |
| — | |
| Rosepyt LLC(22) | |
| 2,376 | | |
| * | | |
| 2,376 | | |
| — | | |
| — | |
| Ryan L. Gillen(23) | |
| 1,589 | | |
| * | | |
| 1,589 | | |
| — | | |
| — | |
| Samuel R. Rattner(24) | |
| 381,192 | | |
| * | | |
| 381,192 | | |
| — | | |
| — | |
| Scott C. Butera(25) | |
| 503,621 | | |
| * | | |
| 7,356 | | |
| 496,265 | | |
| * | |
| SeventySix Capital HoldCo, LLC(26) | |
| 124,991 | | |
| * | | |
| 124,991 | | |
| — | | |
| — | |
| * |
Indicates
beneficial ownership of less than 1%. |
| |
|
|
** |
Assumes
that the selling securityholders will sell all of their common stock subject to resale pursuant to this prospectus. There is no assurance
that the selling securityholders will resell all or any of their common stock. After the completion of this offering none of the
selling securityholders will hold one percent or more of our common stock assuming that all of the selling securityholders resell
all of their common shares subject to resale pursuant to this prospectus. |
|
(1) |
Includes
69,532 shares of common stock held by an escrow agent as partial security for indemnity obligations and purchase price adjustments
pursuant to the terms of an agreement and plan of merger, and related escrow agreement, in each case entered into in connection with
the Company’s acquisition of Vigtory, Inc. in February 2021. Such shares shall be released from escrow to the selling
securityholders, net of any shares forfeited to satisfy any indemnity obligations or purchase price adjustments, on February 26,
2022. Such shares are not saleable hereunder prior to such release. |
| |
|
| (2) |
Includes 444 shares of
common stock subject to the escrow conditions set forth in footnote (1). Mr. Kevin Willer, President of 185 Ventures LLC, holds
voting and investment power over the shares. |
| |
|
| (3) |
Includes 448 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (4) |
Includes 585 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (5) |
Includes 449 shares of common stock subject
to the escrow conditions set forth in footnote (1). Mr. David Hakimian holds voting and investment power over the shares.
|
| |
|
| (6) |
Includes 450 shares of common stock subject
to the escrow conditions set forth in footnote (1). Ms. Mariann Weiss and Mr. Mitchell Rattner share voting and investment power
over the shares.
|
| |
|
| (7) |
Includes 900 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (8) |
Includes 455 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (9) |
Includes 298 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (10) |
Includes 1,329 shares of common stock subject
to the escrow conditions set forth in footnote (1). Mr. Schaller and Ms. Schaller share voting and investment power over the shares.
|
| |
|
| (11) |
Includes 443 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (12) |
Includes 1,803 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (13) |
Includes 455 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (14) |
Includes 450 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (15) |
Includes 902 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (16) |
Includes 178 shares of common stock subject
to the escrow conditions set forth in footnote (1). Mr. Max Rattner, President of Max JR LLC, holds voting and investment power over
the shares.
|
| |
|
| (17) |
Includes 444 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (18) |
Includes 711 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (19) |
Includes 444 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (20) |
Includes 143 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (21) |
Includes 450 shares of common stock subject
to the escrow conditions set forth in footnote (1). Mr. Jeffrey M. Rattner, Member Manager of Rattner Real Estate Holdings, LLC,
holds voting and investment power over the shares.
|
| |
|
| (22) |
Includes 265 shares of common stock subject
to the escrow conditions set forth in footnote (1). Ms. Kim DeRose, President of Rosepyt LLC, holds voting and investment power over
the shares.
|
| |
|
| (23) |
Includes 177 shares of common stock subject
to the escrow conditions set forth in footnote (1).
|
| |
|
| (24) |
Includes 42,539 shares of common stock subject
to the escrow conditions set forth in footnote (1). Further, the 381,192 shares of common stock beneficially owned by Mr. Rattner
are subject to a repurchase option by the Company upon specified termination events relating to Mr. Rattner’s continued employment
with the Company and its subsidiaries pursuant to a restriction agreement entered into in February 2021 in connection with the Vigtory
acquisition. The repurchase option lapsed as to 1/8 of the shares in May 2021 and lapses as to 1/16th of the shares each quarter
therafter. Mr. Rattner is the Chief Operating Officer of Fubo Gaming Inc., a wholly-owned subsidiary of the Company.
|
| |
|
| (25) |
Includes 821 shares of common stock subject
to the escrow conditions set forth in footnote (1). Mr. Butera is the President of Fubo Gaming Inc., a wholly-owned subsidiary of
the Company.
|
| |
|
| (26) |
Includes 13,949 shares of common stock subject
to the escrow conditions set forth in footnote (1). Messrs. Wayne Kimmel and Chad Stender, board members of SeventySix Capital HoldCo,
LLC, hold voting and investment power over the shares.
|
PLAN
OF DISTRIBUTION
We
or the selling securityholders may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions,
block trades or a combination of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers.
The securities may be distributed from time to time in one or more transactions:
| |
● |
at
a fixed price or prices, which may be changed; |
| |
|
|
| |
● |
at
market prices prevailing at the time of sale; |
| |
|
|
| |
● |
at
prices related to such prevailing market prices; or |
| |
|
|
| |
● |
at
negotiated prices. |
Each
time that we or any of the selling securityholders sell securities covered by this prospectus, we or the selling securityholders will
provide a prospectus supplement or supplements that will describe the method of distribution and set forth the terms and conditions of
the offering of such securities, including the offering price of the securities and the proceeds to us or the selling securityholders,
if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the selling securityholders,
or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting
discounts or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for which they may act
as agent. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase
securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make
in respect thereof and to reimburse those persons for certain expenses.
Any
common stock will be listed on the New York Stock Exchange, but any other securities may or may not be listed on a national securities
exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve
the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the
open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed
if securities sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These
transactions may be discontinued at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Latham
& Watkins LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf of
fuboTV Inc. Certain legal matters with respect to the validity of shares of our capital stock and certain other legal matters relating
to Florida law will be passed upon for us by Anthony L.G., PLLC. Additional legal matters may be passed upon for us, the selling securityholders
or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The
consolidated financial statements appearing in our Annual Report (Form 10-K) for the year ended December 31, 2019, have been audited
by L J Soldinger Associates, LLC, independent registered public accounting firm, as set forth in its reports thereon. Such financial
statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting
and auditing.
The
consolidated financial statements of fuboTV Inc. as of December 31, 2020, and for the year then ended, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing. To the extent that KPMG LLP audits and reports on financial statements
of fuboTV Inc. issued at future dates, and consents to the use of its report thereon, such financial statements also will be incorporated
by reference in the registration statement in reliance upon its report and said authority.
$350,000,000
Common
Stock
PROSPECTUS
SUPPLEMENT
Evercore
ISI
Citigroup
Morgan
Stanley
Needham
& Company
August
4, 2022
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