Item
1.01. Entry into a Material Definitive Agreement.
On
August 28, 2020, fuboTV Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with HCM Stream, LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell to the Purchaser 448,649
shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at a purchase price of $9.25
per share, resulting in total purchase price payable to the Company of $4,150,003.25, and issue to the purchaser a warrant to
acquire 112,162 shares of Common Stock at an exercise price of $9.25 per share (the “Warrant”).
Securities
Purchase Agreement
The
SPA provides that, upon the closing of the transactions, the Company would issue and sell to the Purchaser 448,649 shares of Common
Stock, and issue the Warrant to the Purchaser. The transactions under the SPA closed on August 28, 2020, and the shares of Common
Stock and Warrants as set forth above were sold and issued on that date.
Following
the closing, the Company agreed to reimburse the Purchaser for its reasonable out of pocket costs and expenses in connection with
the transactions set forth in the SPA, up to a maximum amount of $66,188.
The
SPA contains customary representations and warranties of the Company and the Purchaser and other customary covenants and agreements,
in addition to those set forth above.
In
the SPA, the Company agreed that, following the closing date, the Company shall utilize its commercially reasonable efforts to
file, by November 1, 2020, a resale registration statement pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), with the Securities and Exchange Commission (the “Commission”) for the resale of the shares of Common
Stock acquired by the Purchaser and the shares of Common Stock that may be acquired by the Purchaser pursuant to the Warrants,
and shall use its commercially reasonable efforts to cause such registration statement to be declared effective by the Commission
by the 45th calendar day after the earlier of (i) the filing date and (ii) November 1, 2020.
The
Company agreed under the SPA that, at any time during the period commencing from the 6-month anniversary of the closing date and
ending at such time that all of the shares of Common Stock acquired under the SPA may be sold without the requirement for the
Company to be in compliance with Rule 144(c)(1) under the Securities Act and otherwise without restriction or limitation pursuant
to Rule 144, if the Company fails to satisfy the current public information requirement under Rule 144(c) or becomes an issuer
described in Rule 144(i)(1)(i) in the future, and the Company shall or fail to satisfy any condition set forth in Rule 144(i)(2)
(a “Public Information Failure”) then, in addition to the Purchaser’s other available remedies, the Company
will pay to the Purchaser, an amount in cash equal to 1% of the aggregate purchase price for the shares of Common Stock acquired
by the Purchaser, on the day of a Public Information Failure and on every 30th day thereafter (pro-rated for periods
totaling less than 30 days) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such
time that such public information is no longer required for the Purchaser to transfer the shares of Common Stock pursuant to Rule
144.
The
description of the SPA as set forth above is qualified in its entirety by reference to the form of SPA which will be filed as
an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.
Warrant
On
the closing of the transactions pursuant to the SPA, the Company issued to the Purchaser the Warrant to acquire 112,162 shares
of Common Stock. The exercise price under the Warrant is $9.25 per share of Common Stock, subject to customary adjustments for
stock splits, etc., subject to a customary cashless exercise feature, and the Warrant has an exercise period ending on the earlier
of (i) 18 months from the issuance date and (ii) the date of a Change of Control (as defined below) of the Company. “Change
of Control” means mean the sale, conveyance or disposal of all or substantially all of the Company’s property or business
or the Company’s merger with or into or consolidation with any other corporation (other than a wholly owned subsidiary of
the Company) or any other transaction or series of related transactions in which the stockholders of the Company immediately prior
to the transaction or transactions own less than a majority of the voting power of the surviving corporation following the transaction
or transactions.
The
Warrant contains a customary beneficial ownership limitation of 9.99%, which may be adjusted by the holder on 61 days’ notice
to the Company.
The
description of the Warrant is qualified in its entirety by reference to the form of Warrant which will be filed as an exhibit
to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.