Current Report Filing (8-k)
August 13 2021 - 07:07AM
Edgar (US Regulatory)
0001484769
false
fuboTV Inc. /FL
0001484769
2021-08-13
2021-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): August 13, 2021
FUBOTV
INC.
(Exact
name of registrant as specified in its charter)
Florida
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001-39590
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26-4330545
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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1330
Avenue of the Americas
New York, NY 10019
(Address
of principal executive offices) (Zip Code)
(212)
672-0055
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbols
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Name
of each exchange on
which registered
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Common
Stock,
par value $0.0001 per share
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FUBO
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New
York Stock Exchange NYSE
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
August 13, 2021, fuboTV Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Evercore
Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents (each, a “manager” and together,
the “managers”), under which the Company may, from time to time, sell shares of its common stock, par value $0.0001 per share,
having an aggregate offering price of up to $500.0 million through the managers (the “Offering”).
Upon
delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the managers may sell the shares by methods
deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.
Subject to the terms and conditions of the Sales Agreement, each manager will use commercially reasonable efforts consistent with its
normal trading and sales practices to sell the shares from time to time, based upon the Company’s instructions. The Company will
pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3% of
the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company
is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. The Offering
of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject
to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.
Any
sales of the Company’s common stock made pursuant to the Sales Agreement, if any, will be made under the Company’s shelf
registration statement on Form S-3 filed on August 3, 2021, as amended on August 10, 2021, which was declared effective on August 12,
2021. The Company filed a prospectus supplement with the Commission on August 13, 2021 in connection with the offer and sale of the shares
pursuant to the Sales Agreement.
The
foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the Sales Agreement, a
copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
In
connection with the Offering, the legal opinion of Anthony
L.G., PLLC as to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form
8-K and is incorporated herein and into the Registration Statement by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FUBOTV
INC.
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Date:
August 13, 2021
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By:
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/s/
David Gandler
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David
Gandler
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Chief
Executive Officer
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