What changed in this filing

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Item 1. Financial Statements

2020-11-16 compared with 2020-08-13 · 1335 added, 1414 removed, 763 unchanged (78% of the section changed)

2 unchanged sentences

thousands, except for share and per share information)

June 30, 2020

December 31, 2019

receivable, net

and other current assets

current assets

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Assets held for sale (Note 7)

Total current

Property and equipment, net

Restricted cash

Financial assets at fair value

Intangible assets, net

Operating leases –

right-of-use assets

Other non-current assets

Liabilities, convertible preferred stock and stockholders’

and equipment, net

assets at fair value

non-current assets

AND STOCKHOLDERS’

to related parties

payable - related parties

notes, net of $710 discount as of December 31, 2019

settled liability

share liability

term borrowings - current portion

portion of lease liability

current liabilities

Accounts payable, accrued expenses and other current liabilities

Accounts payable –

due to related parties

Accrued expenses –

due to related parties

Notes payable, net of discount

Note payable –

related parties

Convertible notes, net of $2,027 and $710 discount as of June 30, 2020 and December

31, 2019, respectively

Shares settled liability for intangible asset

Deferred revenue

Profit share liability

Warrant liability –

Warrant liabilities

Derivative liabilities

Long term borrowings –

current portion

Current portion of operating lease liabilities

Liabilities held for sale (Note 7)

Total current liabilities

Deferred income taxes

Operating lease liability

Long term borrowings

Other long-term liabilities

Total liabilities

Commitments and contingencies (Note 19)

Series D Convertible Preferred stock, $0.0001 par value, 2,000,000 shares authorized, 203,000 and 456,000 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively;

aggregate liquidation preference of $208 and $462 as of June 30, 2020 and December 31, 2019, respectively

term borrowings

long-term liabilities

AND CONTINGENCIES (Note 19)

D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 0 and 461,839 shares issued and

outstanding as of September 30, 2020 and December 31, 2019, respectively;

aggregate liquidation preference of $0 and $462

as of September 30, 2020 and December 31, 2019, respectively

Stockholders’

Series AA Convertible Preferred stock, par value $0.0001, 35,800,000 shares

authorized, 27,412,193 and 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

Series B Convertible Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

Series C Convertible Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

Series X Convertible Preferred stock, par value $0.0001, 1,000,000

shares authorized, 0 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively

Common stock par value $0.0001:

AA Convertible Preferred stock, par value $0.0001, 35,800,000 shares authorized, 32,324,362 and 0 shares issued and outstanding

as of September 30, 2020 and December 31, 2019, respectively

stock par value $0.0001:

400,000,000 shares authorized;

38,684,514 and 28,912,500 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively

Additional paid-in capital

Accumulated deficit

Non-controlling interest

Accumulated other comprehensive loss

Total stockholders’

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’

Derived from audited information

47,531,170 and 28,912,500 shares issued and outstanding

at September 30, 2020 and December 31, 2019, respectively

paid-in capital

Non-controlling

other comprehensive loss

stockholders’

LIABILITIES AND STOCKHOLDERS’

EQUITY AND TEMPORARY EQUITY

accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations

thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Revenues, net

the Three Months Ended

September 30,

the Nine Months Ended

September 30,

Subscriptions

Advertisements

Software licenses, net

Total Revenues

Software licenses,

Operating expenses

Subscriber related expenses

Broadcasting and transmission

Subscriber related

Broadcasting and

Sales and marketing

1 unchanged sentence

General and administrative

Depreciation and amortization

Total operating expenses

Operating loss

Depreciation and

of intangible assets and goodwill

Total operating

Other income (expense)

Interest expense and financing costs

Loss on deconsolidation of Nexway

Loss on issuance of notes, bonds and warrants

Change in fair value of warrant liabilities

Change in fair value of subsidiary warranty liability

Change in fair value of shares settled liability

Change in fair value of derivative liabilities

Change in fair value of profit share liability

Unrealized gain on equity method investment

Other expense

Total other (expense) income

Loss before income taxes

Income tax benefit

net (loss) income attributable to non-controlling

Net loss attributable to controlling interest

Deemed divided –

beneficial conversion feature on preferred stock

Net loss attributable to common stockholders

Net loss per share attributable to common stockholders:

Basic and diluted

Interest expense

and financing costs

Interest income

on extinguishment of debt

Loss on issuance

of common stock and warrants

Gain on sale of

Unrealized gain

in equity method investment

Loss on deconsolidation

Change in fair value

of warrant liabilities

Change in fair value

of subsidiary warrant liability

Change in fair value

of shares settled liability

Change in fair value

of derivative liability

Change in fair value

of profit share liability

Foreign currency

exchange loss

income (expense)

Total other income

Loss before income

(loss) attributable to non-controlling interest

Net loss attributable

to controlling interest

Deemed dividend on Series D Preferred

dividend - beneficial conversion feature on preferred stock

loss attributable to common stockholders

Net loss per share attributable to common

Weighted average shares outstanding:

Basic and diluted

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

thousands, except share and per share amounts)

the three and six months ended June 30, 2020

Preferred Stock

Comprehensive

1 unchanged sentence

Stockholders’

at December 31, 2019

at December 31, 2019 (As restated)

of common stock for cash

1 unchanged sentence

stock issued in connection with note payable

based compensation

dividend related to immediate accretion of redemption feature of convertible preferred stock

Series D Preferred Stock dividends

Deconsolidation

at March 31, 2020

Deconsolidation of

loss (As restated)

at March 31, 2020 (Unaudited)

of common stock and warrants for cash

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stock issued in connection with note payable

to receive Series AA

Preferred Stock in connection with acquisition of fuboTV Pre-Merger

of share settled liability

to receive Series AA Preferred Stock in connection with acquisition of fuboTV Merger

Settlement of share

settled liability

of redemption feature of convertible preferred stock

Series D Preferred Stock dividends

at June 30, 2020

the three and six months ended June 30, 2019

AA Convertible Preferred Stock

at June 30, 2020 (Unaudited)

of common stock for cash

of common stock and warrants for cash

of common stock to original owners of Facebank AG

Exercise of stock

stock issued in connection with note payable

Reclassification

of warrant liabilities

of convertible preferred stock

at September 30, 2020 (Unaudited)

X Convertible

Noncontrolling

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at June 30, 2019

of common stock for cash

Acquisition of Facebank

of common stock - subsidiary share exchange

of common stock for services rendered

of common stock in connection with cancellation of a consulting agreement

dividend related to immediate accretion of redemption feature of convertible preferred stock

dividend on Series D preferred stock

Series D Preferred stock dividends

at September 30, 2019

accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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thousands, except share and per share amounts)

Months Ended June 30,

to reconcile net loss to net cash used in operating activities:

and amortization

on deconsolidation of Nexway, net of cash retained by Nexway

stock issued in connection with note payable

on issuance of notes, bonds and warrants

expense relating to issuance of warrants and common stock

of debt discount

income tax benefit

in fair value of derivative liabilities

in fair value of warrant liabilities

in fair value of subsidiary warrant liability

in fair value of shares settled liability

in fair value of profit share liability

gain on investment

of right-of-use assets

exchange loss

interest on note payable

in operating assets and liabilities:

expenses and other current and long-term assets

to related parties

payable, accrued expenses and other current and long-term

lease liabilities

cash used in operating activities

in Panda Productions (HK) Limited

to fuboTV Pre-Merger

of fuboTV’s Pre-Merger cash and cash equivalents and restricted cash

of profit interest in investment in Panda Productions (HK) Limited

the Nine Months Ended September 30,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and

Stock-based compensation

Impairment expense

Issuance of common

stock in connection with cancellation of a consulting agreement

Issuance of common

stock for services rendered

Non-cash expense

relating to issuance of warrants and common stock

Loss on deconsolidation

of Nexway, net of cash retained by Nexway

Common stock issued

in connection with note payable

on extinguishment of debt

Loss on issuance

of common stock and warrants

Gain on sale of assets

Amortization of debt

Deferred income tax

Change in fair value

of derivative liability

Change in fair value

of warrant liability

Change in fair value

of subsidiary warrant liability

Change in fair value

of shares settled liability

Change in fair value

of profit share liability

Unrealized gain on

equity method investments

Amortization of right-of-use

Accrued interest

on note payable

Foreign currency

Other adjustments

Changes in operating

assets and liabilities of business, net of acquisitions:

Accounts receivable

Prepaid expenses

and other current assets

Accounts payable

Accrued expenses

Due from related

Deferred revenue

Net cash (used in) provided by operating

Cash flows from investing activities

Purchases of property

and equipment

Advance to fuboTV

Acquisition of fuboTV’s

Pre-Merger cash and cash equivalents and restricted cash

Sale of Facebank

Investment in Panda

Productions (HK) Limited

Acquisition of FaceBank

AG and Nexway, net of cash paid

Sale of profits interest

in investment in Panda Productions (HK) Limited

Purchase of intangible

Payments for leasehold

security deposit

cash used in investing activities

from issuance of convertible notes

Net cash (used in) provided by investing

Cash flows from financing activities

Proceeds from sale

of common stock and warrants

Proceeds from exercise

of stock options

Proceeds from issuance

of convertible notes

from issuance Series D Preferred Stock

from sale of common stock

from sale of subsidiary’s common stock

Repayments of convertible

Proceeds from issuance

of Series D preferred stock

from short-term borrowings

of short-term borrowings

from long-term borrowings

of long-term borrowings

from related parties

Redemption of

Series D preferred stock

Proceeds from loans

Repayments of notes

Repayments of short

term borrowings

Proceeds from sale

of subsidiary’s common stock

Repayments to related

parties notes

Repayments of note

payable related party

to related parties

cash provided by financing activities

increase in cash and cash equivalents and restricted cash

and cash equivalents and restricted cash, beginning of period

and cash equivalents and restricted cash, end of period

Net cash provided by financing activities

Net increase in cash and restricted cash

Cash at beginning

Cash and restricted

cash at end of period

Supplemental disclosure of cash flows information:

Non cash financing and investing activities:

of convertible preferred stock for Merger

of shares settled liability for intangible asset to stock-based compensation

of share settled liability

of common stock to original owners of Facebank AG

of common stock - subsidiary share exchange

stock issued in connection with note payable

of common stock upon acquisition of Facebank AG and Nexway

Series D Preferred Stock dividends

dividend related to immediate accretion of redemption feature of convertible preferred stock

stock issued for lease settlement

accompanying notes are an integral part of these condensed consolidated financial statements.

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10, 2020, the Company changed its name to fuboTV Inc.

(the “Name Change”) and as of May 1, 2020, the Company’s

trading symbol was changed to “FUBO.”

The Company has filed a Notice of Corporate Action (the “Action”)

with FINRA regarding the Name Change.

The Action is pending FINRA approval at this time.

Unless the context otherwise

requires, “fuboTV,”

and as of May 1, 2020, the Company’s trading symbol was changed to

from “FBNK”

to “FUBO.”

the context otherwise requires, “fuboTV,”

“we,”

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and the “Company”

fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger”

refers to fuboTV Inc., a Delaware corporation,

prior to the Merger, and “fuboTV Sub”

refers to fuboTV Inc., a Delaware corporation, and the Company’s wholly-owned

subsidiary following the Merger.

refers to fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger”

refers to fuboTV Inc., a Delaware

corporation, prior to the Merger, and “fuboTV Sub”

refers to fuboTV Media Inc., a Delaware corporation, and the Company’s

wholly-owned subsidiary following the Merger.

“FaceBank Pre-Merger”

refers to FaceBank Group, Inc.

prior to the Merger and its

subsidiaries prior to the closing of the Merger, and “fuboTV Pre-Merger”

refers to fuboTV Inc., a Delaware corporation

and its subsidiaries prior to the Merger.

Merger with fuboTV Pre-Merger

April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and FaceBank Pre-Merger’s wholly-owned subsidiary

(“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving

corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization

dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement”

transaction, the “Merger”) (See Note 4).

accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all

of the capital stock of fuboTV Pre-Merger was converted into shares of our newly-created class of Series AA Convertible Preferred

Stock, par value $0.0001 per share (the “Series AA Preferred Stock”) (See Note 17).

Each share of Series AA

Convertible Preferred Stock is entitled to 0.8 votes per share and is convertible into two shares of our common stock, only in

connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under

Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act.

Until the time we are able to uplist to a national securities exchange, the Series AA Convertible Preferred Stock benefits from

certain protective provisions that, for example, require us to obtain the approval of a majority of the shares of outstanding

Series AA Convertible Preferred Stock, voting as a separate class, before undertaking certain matters.

to the Merger, the Company was, and after the

Merger continues to be, a character-based virtual entertainment company and a leading developer of digital human likeness

for celebrities and consumers, focused on applications in traditional entertainment, sports entertainment, live events,

social networking, mixed reality (AR/VR) and artificial intelligence.

As a result of the Merger, fuboTV Pre-Merger, a leading

live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company.

prior to the Merger

and its subsidiaries prior to the closing of the Merger.

with fuboTV Pre-Merger

April 1, 2020 (the “Effective Time”), fuboTV Acquisition Corp., a Delaware corporation and FaceBank Pre-Merger’s

wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued

as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger

and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement”

and such transaction, the “Merger”) (See Note 4).

accordance with the terms of the Merger Agreement, at the Effective Time of the Merger, all of the capital stock of fuboTV Pre-Merger

was converted into shares of our newly-created class of Series AA Convertible Preferred Stock, par value $0.0001 per share (the

“Series AA Preferred Stock”) (See Note 17).

Each share of Series AA Convertible Preferred Stock is entitled

to 0.8 votes per share and is convertible into two shares of our common stock, only in connection with the sale of such shares

on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities

Act or pursuant to an effective registration statement under the Securities Act.

Prior to our uplist to the NYSE, the Series AA

Convertible Preferred Stock benefited from certain protective provisions that, for example, required us to obtain the approval

of a majority of the shares of outstanding Series AA Convertible Preferred Stock, voting as a separate class, before undertaking

certain matters.

to the Merger, the Company was, and after the Merger continues to be, in part, a character-based virtual entertainment business

and a developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment,

live events, social networking, mixed reality (AR/VR) and artificial intelligence.

As a result of the Merger, fuboTV Pre-Merger,

a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company.

connection with the Merger, on March 11, 2020, the Company and HLEE Finance S.a r.l.

(“HLEE”) entered into

a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving

line of credit (the “Credit Facility”).

The Credit Facility is secured by substantially all the assets of the Company.

As of June 30, 2020, there were no amounts outstanding under the Credit Facility.

See Note 13 for more information

about the Credit Facility.

The Credit Facility was terminated on July 8, 2020.

(“HLEE”) entered into a Credit

Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving line of credit

(the “Credit Facility”).

The Credit Facility was secured by substantially all the assets of the Company.

Facility was terminated on July 8, 2020.

March 19, 2020, the Company, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation (“PEC”

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In connection

with the FB Loan, the Company, fuboTV Sub and certain of their respective subsidiaries granted a lien on substantially

of their assets to secure the obligations under the Senior Notes.

See Note 13 for more information about the Note Purchase

with the FB Loan, the Company, fuboTV Sub and certain of their respective subsidiaries granted a lien on substantially of their

assets to secure the obligations under the Senior Notes.

See Note 13 for more information about the Note Purchase Agreement.

to Condensed Consolidated Financial Statements

Prior to the Merger, fuboTV Pre-Merger

and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC Agreement”),

with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”).

Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations thereunder.

The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million outstanding under the AMC Agreement,

net of debt issuance costs.

In connection with the Merger, the Company guaranteed the obligations of fuboTV Pre-Merger

under the AMC Agreement on an unsecured basis.

The liens of AMC Networks Ventures on the assets of fuboTV Pre-Merger

are senior to the liens in favor of FB Loan and FaceBank Pre-Merger securing the Senior Notes.

to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018

(the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC

Networks Ventures”).

fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets

to secure its obligations thereunder.

The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.6 million

outstanding under the AMC Agreement, net of debt issuance costs.

In connection with the Merger, the Company guaranteed the obligations

of fuboTV Pre-Merger under the AMC Agreement on an unsecured basis.

The liens of AMC Networks Ventures on the assets of fuboTV

Pre-Merger are senior to the liens in favor of FB Loan and FaceBank Pre-Merger securing the Senior Notes.

of Business after the Merger

to the Merger, the Company focused on developing its technology-driven IP in sports, movies and live performances.

the acquisition of fuboTV Pre-Merger, we are principally focused on offering consumers a leading live TV streaming platform

for sports, news and entertainment through fuboTV.

The Company’s revenues are almost entirely derived from the sale

of subscription services and the sale of advertisements in the United States.

Since the acquisition

of fuboTV Pre-Merger, we are principally focused on offering consumers a leading live TV streaming platform for sports, news and

entertainment through fuboTV.

The Company’s revenues are almost entirely derived from the sale of subscription services

and the sale of advertisements in the United States.

subscription-based streaming services are offered to consumers who can sign-up for accounts through which we provide basic plans

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the normal course of business.

Company had cash and cash equivalents of $7.4 million, a working capital deficiency of $258.3 million and an accumulated

deficit of $210.5 million as of June 30, 2020.

The Company incurred a $156.1 million net loss for the six months

ended June 30, 2020.

The Company expects to continue incurring losses in the foreseeable future and will need to raise additional

capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan.

Our obligations include liabilities assumed from acquisitions that are in arrears and payable on demand.

These factors raise substantial

doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements

The unaudited condensed consolidated financial statements do not include any adjustments related to the recoverability

and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the

Company be unable to continue as a going concern.

Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its

ability to successfully attract and retain subscribers, develop new technologies that can compete in a rapidly changing market

with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies

to enhance or complement its product and service offerings.

believes that the Company has access to capital resources through potential issuances of debt and equity securities.

of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional

Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate

its business.

No assurance can be given that any future financing will be available or, if available, that it will be on terms

that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain undue restrictions

on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of an equity

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material

impact on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID

However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and

the actions implemented to combat the virus throughout the world.

Given the daily evolution of the COVID-19 outbreak

and the global response to curb its spread, COVID-19 may affect the Company’s results of operations, financial condition

or liquidity.

to Condensed Consolidated Financial Statements

Company had cash and cash equivalents of $38.9 million, a working capital deficiency of $189.1 million and an accumulated deficit

of $458.6 million as of September 30, 2020.

The Company incurred a $404.1 million net loss for the nine months ended September

Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities.

The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects

to continue to incur substantial losses as it continues to fully ramp up its operating activities.

While we expect to continue

incurring losses in the foreseeable future, we successfully raised $183 million in October 2020, net of offering expenses,

through a public offering of our common stock.

The proceeds from this offering provide us with the necessary liquidity to continue

as a going concern for at least one year from the date these financial statements are issued.

addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its

liquidity due to the worldwide spread of COVID-19.

Based upon the Company’s current assessment, it does not expect the impact

of the COVID-19 pandemic to materially impact the Company’s operations.

However, the Company is continuing to assess the

impact the spread of COVID-19 may have on its operations.

of Significant Accounting Policies

of Consolidation and Basis of Presentation

accompanying unaudited condensed consolidated financial statements include the accounts, as of June 30, 2020, of the Company,

accompanying unaudited condensed consolidated financial statements include the accounts, as of September 30, 2020, of the Company,

its wholly-owned subsidiaries and its 99.7%-owned operating subsidiary EAI, which, until the Merger, was the Company’s principal

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in consolidation.

in business entities in which we lack control but have the ability to exercise significant influence over operating and financial

policies are accounted for using the equity method.

We have elected the fair value option to account for our equity method investments.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles

5 unchanged sentences

of fuboTV Pre-Merger, considered necessary for a fair presentation of such interim results.

results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be

expected for the year ending December 31, 2020 or for any future interim period.

The unaudited condensed consolidated balance

sheet as at December 31, 2019 has been derived from the audited financial statements;

however, it does not include all of the

information and notes required by U.S.

to Condensed Consolidated Financial Statements

results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected

for the year ending December 31, 2020 or for any future interim period.

The unaudited condensed consolidated balance sheet as

at December 31, 2019 has been derived from the audited financial statements;

however, it does not include all of the information

and notes required by U.S.

GAAP for complete financial statements.

The accompanying unaudited condensed

consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended

December 31, 2019 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on August

10, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended December 31, 2019 and

notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020.

The accompanying unaudited condensed consolidated financial

statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes

thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A

filed with the SEC on August 11, 2020 along with the consolidated financial statements for fuboTV Pre-Merger for the year ended

December 31, 2019 and notes thereto included on Form 8-K/A filed with the SEC on June 17, 2020.

Reclassifications

the three and six months ended June 30, 2019, the Company has reclassified certain prior year amounts on the face of the financial

statements in order to conform to the current year presentation.

the three and nine months ended September 30, 2019, the Company has reclassified certain prior year amounts on the face of the

financial statements in order to conform to the current year presentation.

These reclassifications had no effect on the Company’s

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assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill, long-lived

assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities and equity instruments issued

in share-based payment arrangements and fair value of equity method investees, and accounting for income taxes, including the

valuation allowance on deferred tax assets.

to Condensed Consolidated Financial Statements

assets, and investments, accruals for contingent liabilities, valuations of derivative liabilities, equity instruments issued

in share-based payment arrangements and accounting for income taxes, including the valuation allowance on deferred tax assets.

Accounting Policies

a detailed discussion about the Company’s significant accounting policies, see the Company’s Annual Report on Form

10-K/A filed with the SEC on August 10, 2020.

10-K filed with the SEC on May 29, 2020, as amended on Form 10-K/A filed with the SEC on August 11, 2020.

and Reporting Unit Information

segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed

2 unchanged sentences

A committee consisting of the Company’s executives are determined to be the CODM.

The CODM reviews

financial information on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating

financial performance.

As such, the Company has one operating segment.

reviews financial information and makes resource allocation decisions between the fubo TV and Facebank pre-merger businesses.

As such, the Company has two operating segments (fuboTV and Facebank) as of September 30, 2020.

As of September 30, 2020,

the Facebank operating segment had nominal operations.

to Condensed Consolidated Financial Statements

Cash Equivalents and Restricted Cash

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restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash

cash equivalents

Cash and cash equivalents

Restricted cash

cash, cash equivalents and restricted cash

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The Company’s

accounts receivable balance includes subscription fees billed by, but not yet received from, third-party app stores and amounts

due from the sale of advertisements.

In evaluating our ability to collect outstanding receivable balances, we consider many factors,

including the age of the balance, collection history, and current economic trends.

Bad debts are written off after all collection

efforts have ceased.

Based on the Company’s current and historical collection experience, management concluded that an allowance

for doubtful accounts was not necessary as of June 30, 2020 or December 31, 2019.

accounts receivable balance consists of amounts due from the sale of advertisements.

In evaluating our ability to collect outstanding

receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends.

Bad debts are written off after all collection efforts have ceased.

Based on the Company’s current and historical collection

experience, management concluded that an allowance for doubtful accounts was not necessary as of September 30, 2020 or December

individual customer accounted for more than 10% of revenue for the three and nine months ended September 30, 2020 and 2019.

customers accounted for more than 10% of accounts receivable as of September 30, 2020.

No customers accounted for more than

10% of accounts receivable as of December 31, 2019.

to Condensed Consolidated Financial Statements

individual customer accounted for more than 10% of revenue for the three and six months ended June 30, 2020 and 2019.

Three customers

accounted for more than 10% of accounts receivable as of June 30, 2020.

No customers accounted for more than 10% of accounts

receivable as of December 31, 2019.

and Equipment, net

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Such valuations require management to make significant estimates and assumptions, especially with respect to intangible

assets and certain liabilities.

Significant estimates in valuing certain intangible assets include, but are not limited

to, future expected cash flows from:

(a) acquired technology, (b) trademarks and trade names, and (c)

customer relationships, useful lives, and discount rates.

Management’s estimates of fair value are based upon assumptions

believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from

During the measurement period, which is one year from the acquisition date, we may record adjustments to the assets

acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any

subsequent adjustments are recorded to earnings.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows

(a) acquired technology, (b) trademarks and trade names, and (c) customer relationships, useful lives, and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain

and unpredictable and, as a result, actual results may differ from estimates.

The allocation of the purchase consideration may

remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during

the measurement period.

The measurement period shall not exceed one year from the acquisition date.

Upon the conclusion of the

measurement period, any subsequent adjustments are recorded to earnings.

From Contracts With Customers

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Subscriptions

The Company sells various subscription plans through its website and third-party app stores.

These subscription plans

provide different levels of streamed content and functionality depending on the plan selected.

Subscription fees are fixed

and paid in advance by credit card on a monthly, quarterly or annual basis.

A subscription customer executes a contract by

agreeing to the Company’s terms of service.

The Company considers the subscription contract legally enforceable once

the customer has accepted terms of service and the Company has received credit card authorization from the customer’s

The Company sells various subscription plans through its website and third-party

These subscription plans provide different levels of streamed content and

functionality depending on the plan selected.

Subscription fees are fixed and paid in

advance by credit card on a monthly, quarterly or annual basis.

A subscription customer

executes a contract by agreeing to the Company’s terms of service.

considers the subscription contract legally enforceable once the customer has accepted

credit card company.

The terms of service allow customers to terminate the subscription at any time, however, in the event

of termination, no prepaid subscription fees are refundable.

The Company recognizes revenue at a point in time when it satisfies

a performance obligation by transferring control of the promised services to the customers.

Upon the customer agreeing to

the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes

the benefits of the streamed content ratably throughout the term of the contract.

Subscription services sold through third-party

app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in

the consolidated statement of operations.

Management concluded that the customers are the end user of the subscription services

sold by these third-party app stores.

The terms of service allow customers to terminate the subscription

at any time, however, in the event of termination, no prepaid subscription fees are refundable.

The Company recognizes revenue when it satisfies a performance obligation by transferring

control of the promised services to the customers, which is ratably over the subscription

Upon the customer agreeing to the Company’s terms and conditions and

authorization of the credit card, the customer simultaneously receives and consumes the

benefits of the streamed content ratably throughout the term of the contract.

services sold through third-party app stores are recorded gross in revenue with fees

to the third-party app stores recorded in subscriber related expenses in the consolidated

statement of operations.

Management concluded that the customers are the end user of

the subscription services sold by these third-party app stores.

to Condensed Consolidated Financial Statements

Advertisements

The Company executes agreements with advertisers that want to display ads (“impressions”) within

the streamed content.

The Company enters into individual insertion orders (“IOs”) with advertisers, which specify

the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged.

invoices advertisers monthly for impressions actually delivered during the period.

Each executed IO provides the terms and

conditions agreed to in respect of each party’s obligations.

The Company recognizes revenue at a point in time when

it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally

is when the advertisement has been displayed.

The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed

The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term

of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged.

The Company invoices

advertisers monthly for impressions actually delivered during the period.

Each executed IO provides the terms and conditions

agreed to in respect of each party’s obligations.

The Company recognizes revenue at a point in time when it satisfies

a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement

has been displayed.

licenses, net –

Revenue from the sale of software licenses are recognized

as a single performance obligation at the point in time that the software license is

delivered to the customer.

The Company under its contracts is required to provide its

customers with 30 days to return the license for a full refund, regardless of reason,

and the Company will be provided a refund in full of its cost to sell the license.

for Nexway, the Company acts as an agent and recognizes revenue on a net basis.

Revenue from the sale of software licenses are recognized as a single performance obligation at the

point in time that the software license is delivered to the customer.

The Company under its contracts is required to provide

its customers with 30 days to return the license for a full refund, regardless of reason, and the Company will be provided

a refund in full of its cost to sell the license.

Therefore, for Nexway, the Company acts as an agent and recognizes revenue

on a net basis.

As a result of the deconsolidation of Nexway AG which was effective as of March 31, 2020, the Company

no longer generates revenue from software licenses.(See Note 7)

The Company has an annual contract to sub-license its rights to broadcast certain international sporting events to

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All sales and marketing costs are expensed as they are incurred.

Advertising expense totaled $4.5 million for the three and six months ended June 30, 2020 and $0.1 million and $0.3

million in advertising expense was incurred for the three and six months ended June 30, 2019, respectively.

to Condensed Consolidated Financial Statements

Advertising expense totaled $18.2 million and $22.7 million for the three and nine months ended September 30, 2020, respectively,

and $0.1 million and $0.3 million in advertising expense was incurred for the three and nine months ended September 30, 2019,

respectively.

and Development

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and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting

to Condensed Consolidated Financial Statements

and Administrative

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following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):

Months Ended June 30,

Months Ended September 30,

Basic loss per share:

net (loss) income attributable to non-controlling interest

Deemed dividend - beneficial conversion feature on preferred stock

gain on redemption of Series D Preferred Stock

income attributable to non-controlling interest

Deemed dividend

- beneficial conversion feature on preferred stock

deemed dividend on Series D Preferred Stock

Net loss attributable

to common stockholders

used in computation:

Shares used in computation:

Weighted-average

common shares outstanding

and diluted loss per share

Basic and diluted loss per share

to Condensed Consolidated Financial Statements

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inclusion would have been anti-dilutive:

Months Ended June 30,

stock purchase warrants

Convertible preferred

notes variable settlement feature

Common stock purchase warrants

Series AA convertible preferred shares

Series D convertible preferred shares

Stock options

Convertible notes

variable settlement feature

Issued Accounting Standards

August 2018, the FASB issued ASU No.

2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework-Changes to the Disclosure

Requirements for Fair Value Measurement (“ASU 2018-13”).

The amendments in ASU 2018-13 modify the disclosure requirements

on fair value measurements based on the concepts in the Concepts Statement, including the consideration of costs and benefits.

The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used

to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively

for only the most recent interim or annual period presented in the initial fiscal year of adoption.

All other amendments should

be applied retrospectively to all periods presented upon their effective date.

The amendments are effective for all entities for

fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.

Early adoption is permitted, including

adoption in an interim period.

The Company is currently evaluating ASU 2018-13 and its impact on its condensed consolidated financial

June 2016, the FASB issued ASU 2016-13, “Financial Instruments –

Credit Losses”

The ASU sets forth a

“current expected credit loss”

(“CECL”) model which requires the Company to measure all expected credit

losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable

supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on

financial assets measured at amortized cost and applies to some off-balance sheet credit exposures.

This ASU was effective

for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted.

Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023.

The Company will

adopt this standard on January 1, 2021 and the Company does not anticipate that adopting the standard will have a material impact

on the condensed financial statements and related disclosures.

December 2019, the FASB issued ASU No.

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with early adoption permitted.

The Company is currently evaluating the impact of this standard on its condensed consolidated financial

statements and related disclosures.

On April 1, 2020, we completed the

Merger, as described in Note 1.

In accordance with the terms of the Merger Agreement, all of the capital stock of fuboTV Pre-Merger

was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares of Series AA Convertible Preferred

Stock, a newly-created class of our Preferred Stock.

Pursuant to the Series AA Certificate of Designation, each share of Series

AA Convertible Preferred Stock is convertible into two shares of the Company’s common stock only in connection with

the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated

under the Securities Act or pursuant to an effective registration statement under the Securities Act.

As of June 30, 2020, 27,412,393

shares of Series AA Convertible Preferred Stock were issued.

In addition, each outstanding option to purchase shares of common

stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and converted into options to acquire FaceBank Pre-Merger’s

common stock at a stock exchange ratio of 3.64.

In addition, in accordance with the terms of the Merger Agreement, the Company

assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s 2015 Equity Incentive Plan (the

“2015 Plan”) with a weighted-average exercise price of $1.32 per share.

From and after the Effective Time, such options

may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan.

The Company adopted this standard

on January 1, 2020 and the adoption did not have a material impact on the condensed financial statements and related disclosures.

August 2020, the FASB issued ASU No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts

in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required

under current GAAP.

The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative

scope exception and it also simplifies the diluted earnings per share calculation in certain areas.

This ASU is effective for

annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption

is permitted, but no earlier than fiscal years beginning after December 15, 2020.

This update permits the use of either the modified

retrospective or fully retrospective method of transition.

The Company is currently evaluating the impact this ASU will have on

its condensed consolidated financial statements and related disclosures.

April 1, 2020, we completed the Merger, as described in Note 1.

In accordance with the terms of the Merger Agreement, all of the

capital stock of fuboTV Pre-Merger was converted, at a stock exchange ratio of 1.82, into the right to receive 32,324,362 shares

of Series AA Convertible Preferred Stock, a newly-created class of our Preferred Stock.

Pursuant to the Series AA Certificate

of Designation, each share of Series AA Convertible Preferred Stock is convertible into two shares of the Company’s common

stock only in connection with the sale of such shares on an arms’-length basis either pursuant to an exemption from registration

under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act.

As of September 30, 2020, 31,611,147 shares of Series AA Convertible Preferred Stock were issued.

addition, each outstanding option to purchase shares of common stock of fuboTV Pre-Merger was assumed by FaceBank Pre-Merger and

converted into options to acquire FaceBank Pre-Merger’s common stock at a stock exchange ratio of 3.64.

In accordance with

the terms of the Merger Agreement, the Company assumed 8,051,098 stock options issued and outstanding under the fuboTV Pre-Merger’s

2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share.

From and after

the Effective Time, such options may be exercised for shares of the Company’s common stock under the terms of the 2015 Plan.

to Condensed Consolidated Financial Statements

preliminary purchase price for the merger was determined to be $576.1 million, which consists of (i) $530.1 million market value

($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related

to the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement

of a preexisting loan receivable from fuboTV Pre-Merger.

($8.20 per share stock price of the Company as of April 1, 2020) of 64.6 million common shares, (ii) $36.0 million related to

the fair value of outstanding options vested prior to the Merger and (iii) $10.0 million related to the effective settlement of

a preexisting loan receivable from fuboTV Pre-Merger.

No gain or loss was recognized on the settlement as the loan was effectively

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Company accounted for the Merger as a business combination under the acquisition method of accounting.

FaceBank Pre-Merger

was determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including:

FaceBank Pre-Merger’s stockholders own approximately 57% of the voting common shares of the combined company immediately

following the closing of the Acquisition (54% assuming the exercise of all vested stock options as of the closing of the transaction)

and (ii) directors appointed by FaceBank Pre-Merger will hold a majority of board seats in the combined company.

to Condensed Consolidated Financial Statements

FaceBank Pre-Merger was

determined to be the accounting acquirer based upon the terms of the Merger Agreement and other factors including:

Pre-Merger’s stockholders owned approximately 57% of the voting common shares of the combined company immediately following

the closing of the Merger (54% assuming the exercise of all vested stock options as of the closing of the transaction)

and (ii) directors appointed by FaceBank Pre-Merger would hold a majority of board seats in the combined company.

following table presents a preliminary allocation of the purchase price to the net assets acquired, inclusive of intangible assets,

with the excess fair value recorded to goodwill.

The goodwill, which is not deductible for tax purposes, is attributable

to the assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the

combined operations of FaceBank Pre-Merger and fuboTV Pre-Merger.

The goodwill established will be included within a new fuboTV

reporting unit.

These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals

and other valuation reviews are finalized.

Any necessary adjustments will be finalized within one year from the date of acquisition

(in thousands).

The goodwill, which is not deductible for tax purposes, is attributable to the

assembled workforce of fuboTV Pre-Merger, planned growth in new markets, and synergies expected to be achieved from the combined

operations of FaceBank Pre-Merger and fuboTV Pre-Merger.

The goodwill established will be included within a new fuboTV reporting

These estimates are provisional in nature and adjustments may be recorded in future periods as appraisals and other valuation

reviews are finalized.

the nine months ended September 30, 2020, the Company continued finalizing its valuations of the assets acquired and liabilities

assumed in the April 1, 2020 acquisition of fuboTV based on new information obtained about facts and circumstances that existed

as of the acquisition date.

During the three months ended September 30, 2020, the Company recorded preliminary measurement

period adjustments, mainly to reduce its acquisition date goodwill by approximately $65.3 million and the corresponding

net deferred tax liability based on an estimate of the realizability of deferred tax assets acquired in the merger and the resulting

impact on the Company’s valuation allowance of its deferred tax assets.

The Company is continuing to gather information

about the realizability of its deferred tax assets and this initial estimate may be subject to change during the measurement period.

necessary adjustments will be finalized within one year from the date of acquisition (in thousands).

Assets acquired:

and cash equivalents

expenses and other current assets

noncurrent assets

leases - right-of-use assets

Accounts receivable

Prepaid expenses

and other current assets

Restricted cash

Other noncurrent

Operating leases

- right-of-use assets

Intangible assets

assets acquired

payable –

Liabilities assumed

Accounts payable

due to related parties

expenses and other current liabilities

expenses and other current liabilities –

Accrued expenses

and other current liabilities

Accrued expenses

and other current liabilities –

due to related parties

term borrowings - current portion

lease liabilities

debt, net of issuance costs

tax liabilities

Long term borrowings

- current portion

Operating lease

Deferred revenue

Long-term debt,

net of issuance costs

liabilities assumed

assets acquired

to Condensed Consolidated Financial Statements

fair values of the intangible assets acquired were determined using the income and cost approaches.

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and fair value of the intangible assets acquired are as follows (in thousands):

to Condensed Consolidated Financial Statements

and technology

Customer relationships

deferred tax liabilities represent the deferred tax impact associated with the differences in book and tax basis, including incremental

differences created from the preliminary purchase price allocation and acquired net operating losses.

Deferred taxes associated

with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on state valuation

relationships

deferred tax assets represent the deferred tax impact associated with the differences in book and tax basis, including

incremental differences created from the preliminary purchase price allocation and acquired net operating losses.

Deferred taxes

associated with estimated fair value adjustments reflect an estimated blended federal and state tax rate, net of tax effects on

state valuation allowances.

For balance sheet purposes, where U.S.

tax rates were used, rates were based on recently enacted U.S.

effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-merger

activities, including cash needs, the geographical mix of income, and changes in tax law.

This determination is preliminary and

subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV

the three month period ended June 30, 2020, our condensed consolidated statement of operations included $44.2 million of

revenues and a $47.7 million operating loss, which included $9.1 million of intangible asset amortization, from the acquisition

of fuboTV Pre-Merger.

Net loss attributable to common stockholders for the six months ended June 30, 2020 reflects $10.1

million of interest expense associated with a short-term loan issued in connection with the Merger.

The following unaudited pro

forma consolidated results of operations assume that the acquisition of fuboTV Pre-Merger was completed as of January 1,

2019 (in thousands, except per share data).

months ended June 30

The effective tax rate of the combined company could be significantly different (either higher or lower) depending on

post-merger activities, including cash needs, the geographical mix of income, and changes in tax law.

This determination is preliminary

and subject to change based upon the final determination of the fair value of the acquired assets and assumed liabilities of fuboTV

the nine month period ended September 30, 2020, our condensed consolidated statement of operations included $112.7 million of

revenues and a net loss of $274.1 million, which included non-cash goodwill and intangible asset impairment charges

of $236.7 million for the legacy Facebank reporting unit, a $20.6 million benefit for income taxes associated with the legacy

Facebank reporting unit and a $7.6 million gain on the sale of Facebank AG.

Net loss attributable to common stockholders for

the nine months ended September 30, 2020 reflects $1.2 million of interest expense associated with a short-term loan issued in

connection with the Merger.

The following unaudited pro forma consolidated results of operations assume that the acquisition of

fuboTV Pre-Merger was completed as of January 1, 2019 (in thousands, except per share data).

months ended September 30

loss attributable to common stockholders

and diluted net loss per share attributable to common stockholders

forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the

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following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands):

Months Ended September 30

months ended September 30

Subscriptions

Advertisements

Software licenses,

licenses, net –

Nexway eCommerce Solutions

were no losses recognized related to any receivables arising from the Company’s contracts with customers for the three and

nine months ended September 30, 2020 and 2019.

the three and nine months ended September 30, 2020 and 2019, the Company did not recognize material bad-debt expense and there

were no material contract assets recorded on the accompanying condensed consolidated balance sheet as of September 30, 2020 and

December 31, 2019.

contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services.

As of September 30, 2020, the Company’s contract liabilities totaled approximately $15.4 million and are recorded as deferred

revenue on the accompanying condensed consolidated balance sheet.

There were no contract liabilities recorded as of December 31,

price allocated to remaining performance obligations

Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising

contracts have an original expected term of one year or less.

Company does not disclose the transaction price allocated to remaining performance obligations since

and advertising contracts have an original expected term of one year or less.

and equipment, net

and equipment, net, is comprised of the following (in thousands):

of useful life or lease term

Accumulated depreciation

property and equipment, net

expense totaled approximately $0.1 million for the three months ended September 30, 2020.

Depreciation expense totaled approximately

$0.3 million for the nine months ended September 30, 2020.

There was no depreciation expense for the three and nine months ended

September 30, 2019.

to Condensed Consolidated Financial Statements

AG and Nexway - Assets Held For Sale

its ownership in FaceBank AG, the Company had an equity investment

of 62.3% in Nexway AG (“Nexway”), which it acquired on September 16, 2019.

The equity investment in Nexway was a controlling

financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation.

its ownership in FaceBank AG, the Company had an equity investment of 62.3% in Nexway AG (“Nexway”), which it acquired

on September 16, 2019.

The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment

in Nexway under ASC 810, Consolidation.

March 31, 2020, the Company relinquished 20% of the total Nexway shareholder votes associated with its investment, which reduced

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deconsolidated Nexway as of March 31, 2020 as it no longer has a controlling financial interest.

to Condensed Consolidated Financial Statements

deconsolidation of Nexway resulted in a loss of approximately $11.9 million calculated as follows (in thousands):

Accounts receivable

Prepaid expenses

Property and equipment,

Non-controlling interest

and equipment, net

Non-controlling

currency translation adjustment

3 unchanged sentences

on deconsolidation of Nexway

of June 30, 2020, the Company’s voting interest in Nexway was further diluted to 31.2% as a result of an additional financing

which the Company did not participate in.

The fair value of the Nexway shares owned by the Company as of June 30, 2020 is approximately

$5.0 million, calculated as follows (dollars in thousands, except per share value):

Price per share Euros

Price per share USD

shares held by the Company

value - investment in Nexway

of June 30, 2020, the Company committed to a plan to sell its investment in FaceBank AG and Nexway and expects the sale of these

investments to be completed within one year and to recognize a gain on sale.

The long-lived assets which consist of the investments,

financial assets and goodwill and a loan payable are classified as held for sale.

These assets and liabilities are carried at

the lower of carrying value or fair value less costs to sell and no additional depreciation is being recognized.

As of June 30,

2020, the carrying amounts totaled ($20.6) million.

The Company has determined this disposition did not constitute a strategic

shift of the Company’s operations.

following are assets and liabilities held of sales (in thousands):

Financial assets

Company’s voting interest in Nexway was further diluted to 31.2% as a result of additional financing which the Company did

not participate in.

the quarter ended September 30, 2020, the Company sold 100% of its ownership interest in Facebank AG and its investment

in Nexway to the former owners and recognized a gain on sale of its investment of approximately $7.6 million, which is included

as a gain on the sale of assets, a component of other income (expense) on the accompanying condensed consolidated

statement of operations.

to Condensed Consolidated Financial Statements

following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related

gain on sale of its investment:

assets at fair value

carrying amount

of common stock to original owners of Facebank AG

paid to former owners of Facebank AG

on sale of investment in Facebank AG

March 2019, the Company entered into an agreement to finance and co-produce Broadway Asia’s theatrical production of DreamWorks’

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of the profits interest sold to certain investors to be approximately $1.8 million as of the date of this transaction and $2.1

$2.1 million and $2.0 million as of June 30, 2020 and December 31, 2019, respectively.

million and $2.0 million as of September 30, 2020 and December 31, 2019, respectively.

table below summarizes the Company’s profits interest since the date of the transaction (in thousands except for unit and

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in fair value of Panda interests

Fair value at December

in fair value of Panda interests

Fair value at March

value at December 31, 2019

in fair value of Panda interests

value at June 30, 2020

to Condensed Consolidated Financial Statements

value at September 30, 2020

Assets and Goodwill

table below summarizes the Company’s intangible assets at June 30, 2020 and December 31, 2019 (in thousands):

Facebank reporting unit was developed by the Company’s former CEO, John Textor.

On July 31, 2020, Mr.

Textor resigned as

a member of the Board of Directors of the Company.

Upon the Merger, Mr.

Textor became Head of Studio of the Company and was to

manage the legacy Facebank reporting unit, which included human animation and digital likeness technologies.

Textor submitted

his resignation as Head of Studio, which is effective October 30, 2020.

As of September 30, 2020, Mr.

Textor was not performing

substantive services for the Company.

Textor’s continuing involvement was integral for further development of the Facebank

reporting unit, and therefore represents a triggering event to assess the carrying value of

its goodwill and intangible assets underlying the Facebank reporting unit.

The Company performed an impairment analysis of the

Facebank goodwill and intangible assets and during the three and nine months ended September 30, 2020, the Company recorded an

intangible asset impairment charge of approximately $88.1 million and goodwill impairment charge of $148.6 million.

these impairment charges the Facebank reporting unit had no allocated goodwill and intangible assets of $13.0 million.

following table represents the impairment charges recorded during the 3 rd quarter of 2020 related to the Company’s

Facebank reporting unit (in thousands):

impairment expense

to Condensed Consolidated Financial Statements

Company performed a valuation of its intangible assets of the Facebank reporting unit as of September 30, 2020.

The Company determined

that the carrying value of the intangible assets exceeded their fair value.

During the three and nine months ended September 30,

2020, the Company recorded an impairment charge of approximately $88.1 million, which was approximately 88% of the carrying value

at September 30, 2020.

Based on the impairment analysis, it was determined that the useful lives of human animation technologies,

trademark and tradenames, animation and visual effects technologies, and digital assets library were reduced from 7 years to 5

table below summarizes the Company’s intangible assets at September 30, 2020 and December 31, 2019 (in thousands):

animation technologies

Trademark and trade

Animation and visual

effects technologies

Digital asset library

Intellectual Property

Customer relationships

fuboTV Tradename

and trade names

and visual effects technologies

asset library

relationships

and technology

Lives (Years)

Average Remaining Life (Years)

animation technologies

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relationships

Company recorded amortization expense of $14.3 million and $5.2 million during the three months ended September 30, 2020 and 2019,

respectively, and $33.8 million and $15.5 million during the nine months ended September 30, 2020 and 2019, respectively.

to Condensed Consolidated Financial Statements

Company recorded amortization expense of $14.3 million and $5.2 million during the three months ended June 30, 2020 and 2019,

respectively, and $19.5 million and $10.3 million during the six months ended June 30, 2020 and 2019, respectively.

estimated future amortization expense associated with intangible assets is as follows (in thousands):

following table is a summary of the changes to goodwill for the three and six months ended June 30, 2020 (in thousands):

the guidance of ASC 350-20 - Goodwill , the Company determined that the carrying value of its Facebank reporting unit exceeded

the fair value.

During the three and nine months ended September 30, 2020, the Company recorded an impairment charge of approximately

$148.1 million related to the goodwill associated with the Facebank reporting unit, which represents the total amount of goodwill

allocated to Facebank.

following table is a summary of the changes to goodwill for the three and nine months ended September 30, 2020 (in thousands):

- December 31, 2019

1 unchanged sentence

- March 31, 2020

of fuboTV Pre-Merger

transfer to asset held for sale

- June 30, 2020

Payable and Accrued Expenses and Other Current Liabilities

payable and accrued expenses and other current liabilities are presented below (in thousands):

period adjustment on the fuboTV acquisition

- September 30, 2020

to Condensed Consolidated Financial Statements

Payable and Accrued Expenses

payable and accrued expenses are presented below (in thousands):

and transmission

4 unchanged sentences

(including value added)

Subscriber related

to Condensed Consolidated Financial Statements

the three and six months ended June 30, 2020, the Company recorded a deferred tax liability of $65.6 million associated with the

difference in book and tax basis, including incremental differences created from the preliminary purchase price allocation and

acquired net operating losses, in connection with the acquisition of intangible assets of fuboTV Pre-Merger (See Note

The Company recorded income tax benefits associated with the amortization of intangible assets of $3.5 million and $1.0

million during the three months ended June 30, 2020 and 2019, respectively, and $4.5 million and $2.2 million during the six months

ended June 30, 2020 and 2019, respectively.

The Company’s provision for income taxes consists of state and foreign income

taxes and is immaterial in all periods presented.

Company recorded income tax benefits associated with the amortization of intangible assets of $16.1 million and $1.0 million

during the three months ended September 30, 2020 and 2019, respectively, and $20.6 million and $3.2 million during the

nine months ended September 30, 2020 and 2019, respectively.

The Company’s current provision for income taxes consists

of state and foreign income taxes and is immaterial in all periods presented.

Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely

5 unchanged sentences

such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome.

At June 30, 2020 and December

31, 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely than

not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance.

The following is a rollforward

of the Company’s deferred tax liability from January 1, 2020 to June 30, 2020 (in thousands):

December 31, 2019

tax benefit (associated with the amortization of intangible assets)

At September 30, 2020 and

December 31, 2019, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely

than not threshold therefore, the net deferred tax assets have been fully offset by a valuation allowance.

The following is a

rollforward of the Company’s deferred tax liability from January 1, 2020 to September 30, 2020 (in thousands):

Balance at December 31,

Income tax benefit

(associated with the amortization of intangible assets)

Deconsolidation

Balance –

Balance at March 31, 2020

Acquisition of fuboTV

tax benefit (associated with the amortization of intangible assets)

June 30, 2020

Accounts payable and accrued

expenses due to related parties as of June 30, 2020 and December 31, 2019 consist of the following (in thousands):

Affiliate fees

Alexander Bafer, Executive Chairman

John Textor, Chief Executive Officer and affiliated

Company has entered into affiliate distribution agreements with

CBS Corporation and related entities, New Univision Enterprises, LLC, AMC Network Ventures, LLC, Viacom International, Inc.

Discovery, Inc.

and related entities which are holders of the Company’s convertible preferred stock.

AMC Networks Ventures,

LLC is also the lender to the senior secured loan (see Note 13).

The accrued fees payable under the affiliate distribution agreements

are classified as accounts payables –

due to related parties and accrued expenses –

due to related parties in the accompanying

condensed consolidated balance sheet.

The aggregate affiliate distribution fees recorded to subscriber related expenses for related

parties were $23.0 million and $0 for the three and six months ended June 30, 2020, respectively, and $0 for the three and six

months ended June 30,2019, respectively.

Balance at June 30, 2020

Income tax benefit

(associated with the amortization of intangible assets)

period adjustment

September 30, 2020

to Condensed Consolidated Financial Statements

following table represents amounts due to related parties as of September 30, 2020 and December 31, 2019 consist of the following

(in thousands):

Bafer, former Executive Chairman

Textor, former Chief Executive Officer and affiliated companies

Company has entered into affiliate distribution agreements with CBS Corporation and related entities, New Univision Enterprises,

LLC, AMC Network Ventures, LLC, Viacom International, Inc.

and Discovery, Inc.

and related entities which are holders of the Company’s

convertible preferred stock.

AMC Networks Ventures, LLC is also the lender to the senior secured loan (see Note 13).

aggregate affiliate distribution fees recorded to subscriber related expenses for related parties were $37.0 million and $60.1

million for the three and nine months ended September 30, 2020, respectively.

There were no affiliate distribution fees for the

three and nine months ended September 30, 2019.

July 31, 2020, Alexander Bafer resigned as a member of the Company’s Board of Directors and as an executive officer of the

The amounts due to Mr.

Bafer represent an unsecured, non-interest-bearing loan to the Company which is payable on demand.

July 31, 2020, John Textor resigned as a member of the Board of Directors of the Company.

Textor will continue as Head of

Studio, which the Company has determined is not an executive officer position.

The amounts due to Mr.

Textor represent an unpaid

compensation liability assumed in the acquisition of EAI.

Textor represent

an unpaid compensation liability assumed in the acquisition of EAI.

amounts due to other related parties also represent financing obligations assumed in the acquisition of EAI.

1 unchanged sentence

Inc., a development stage company controlled by Mr.

Textor is our current Head of Studio and, at the time of the transaction,

was our Chief Executive Officer.

During the quarter ended June 30, 2020, the Company repaid the FaceBank Advance in full to FaceBank,

During the quarter ended March 31, 2020, the Company repaid the FaceBank

Advance in full to FaceBank, Inc.

No further amounts are due and payable by the Company under the FaceBank Advance.

to Condensed Consolidated Financial Statements

Payable –

1 unchanged sentence

August 8, 2018, the Company assumed a $172,000 note payable due to a relative of the then-Chief Executive Officer, John Textor.

The note has three-month roll-over provision and different maturity and repayment amounts if not fully paid by its due date and

bears interest at 18% per annum.

The Company has accrued default interest for additional liability in excess of the principal

The note was in default as of June 30, 2020.

Accrued interest and penalties as of June 30, 2020 and December

31, 2019 related to this note was $0.5 million and $0.3 million, respectively, and were recognized as note payable –

The note had a three-month roll-over provision, and different maturity and repayment amounts if not fully paid by its due date.

The note bears interest at 18% per annum.

The Company had accrued default interest for the additional liability in excess of the

principal amount.

Accrued interest and penalties as of December 31, 2019 was approximately $0.3 million, and was recognized as

note payable –

related parties on the accompanying condensed consolidated balance sheet.

On August 3, 2020, the maturity date was extended

to December 31, 2020 and is no longer in default.

On August 3, 2020, the note maturity

date was extended to December 31, 2020 and is no longer in default.

On September 13, 2020, the note was amended to reduce the

interest rate to 4% per annum retroactive to issuance date of the note.

As of September 30, 2020 the principal balance and

accrued interest totaled approximately $35,000.

April 2018, fuboTV pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”)

with a principal amount of $25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum

and with scheduled principal payments beginning in 2020.

The Company recorded this loan at its fair value of $23.8 million in

connection with its acquisition of fuboTV Pre-Merger on April 1, 2020.

The Company has made principal repayments of $2.5 million

during the nine months ended September 30, 2020.

As of September 30, 2020, the outstanding balance of the Term Loan is $22.5 million

and is included in short-term and long-term borrowings on the accompanying condensed consolidated balance sheet.

to Condensed Consolidated Financial Statements

April 2018, fuboTV pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term

Loan”) with a principal amount of $25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus

5.25% per annum and with scheduled principal payments beginning in 2020.

The Company recorded this loan at its fair value of

$23.8 million in connection with its acquisition of fuboTV Pre-Merger on April 1, 2020.

The Company has made principal

repayments of $1.3 million during the three months ended June 30, 2020.

The outstanding balance of the Term Loan is $22.5

million as of June 30, 2020.

Term Loan matures on April 6, 2023, has certain financial covenants and requires the Company to maintain a certain minimum subscriber

The Company was in compliance with all covenants at June 30, 2020.

The Company was in compliance with all covenants at September 30, 2020.

AI Corporation

10 unchanged sentences

The Company is

currently in negotiation with such holders to resolve the matter and the outstanding balance as of June 30, 2020, including interest

and penalties, is $4.3 million.

February 17, 2020, FBNK Finance issued EUR 50.0 million of bonds (or $56.1 million as of June 30, 2020).

There were 5,000

notes with a nominal value EUR 10,000 per note.

currently in negotiation with such holders to resolve the matter and the outstanding balance as of September 30, 2020, including

interest and penalties, is $4.4 million.

The balance of $4.4 million is included in notes payable, net of discount on the accompanying

condensed consolidated balance sheet.

February 17, 2020, FBNK Finance issued EUR 50.0 million of bonds (or $56.1 million).

There were 5,000 notes with a nominal value

EUR 10,000 per note.

The bonds were issued at par with 100% redemption price.

The maturity date of

the bonds is February 15, 2023 and the bonds have a 4.5% annual fixed rate of interest.

Interest is payable semi-annually on August

15 and February 15.

The majority of the proceeds was used for the redemption of the bonds issued by SAH, HFC and Nexway SAS.

bonds are unconditional and unsubordinated obligations of the FBNK Finance.

As part of this transaction, the Company recorded

a $11.1 million loss on extinguishment during the three months ended March 31, 2020 as component of other income/(expense) in

loss on issuances of notes, bonds and warrants.

During the three months ended June 30, 2020, the Company recorded a $1.0 foreign

exchange loss upon remeasurement to USD.

to Condensed Consolidated Financial Statements

The maturity date of the bonds is February 15, 2023

and the bonds have a 4.5% annual fixed rate of interest.

Interest is payable semi-annually on August 15 and February 15.

of the proceeds was used for the redemption of the bonds issued by SAH, HFC and Nexway SAS.

The bonds are unconditional and unsubordinated

obligations of FBNK Finance.

As part of this transaction, the Company recorded a loss of $11.1 million during the nine months

ended September 30, 2020 which was recorded as loss extinguishment of debt on the accompanying condensed consolidated statement

of operations.

During the nine months ended September 30, 2020, the Company recorded a $1.0 million foreign exchange loss upon

remeasurement to USD.

the quarter ended September 30, 2020, the Company sold its investment in FaceBank AG and Nexway and derecognized the carrying

value of the bonds of $56.1 million (see Note 7).

and Security Agreement

As described in Note 1, on March

11, 2020, the Company and HLEEF entered into the Credit Facility with HLEEF.

The Credit Facility is secured by substantially all

the assets of the Company.

As of June 30, 2020, there were no amounts outstanding under the Credit Facility.

Credit Facility contains customary affirmative and negative covenants, including restrictions on the ability of the Company

to incur indebtedness in excess of $50.0 million, subject to certain exceptions, to make loans in excess of $250,000 to directors

or officers of the Company or to any subsidiary other than fuboTV Sub, and to declare and pay any distributions,

subject to certain exceptions.

The Credit Facility also contains customary events of default that include, among other things,

certain payment defaults, cross defaults to other material indebtedness, covenant defaults, change of control defaults, judgment

defaults, and bankruptcy and insolvency defaults.

If an event of default exists, the lenders may require the immediate payment

of all obligations under the Credit Facility, and may exercise certain other rights and remedies provided for under the Credit

Facility, the HLEEF Security Agreement, the other loan documents and applicable law.

July 8, 2020, this Credit Agreement was terminated.

Refer to Subsequent Events footnote for details surrounding this Termination

and Release Agreement.

described in Note 1, on March 11, 2020, the Company and HLEEF entered into the Credit Facility with HLEEF.

The Credit Facility

is secured by substantially all the assets of the Company.

As of September 30, 2020, there were no amounts outstanding under the

Credit Facility.

July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement.

The Company did not draw down on the Credit Agreement during its term.

Purchase Agreement

described in Note 1, on March 19, 2020, the Company and the other parties thereto entered into the Note Purchase

Agreement, pursuant to which the Company sold to FB Loan the Senior Notes.

On April 2, 2020, fuboTV and Sports Rights Management,

LLC, a Delaware limited liability company (“SRM”), also joined the Note Purchase Agreement as borrowers (fuboTV Sub,

SRM and the Initial Borrower, collectively, the “Borrower”).

In connection with the Company’s acquisition

of fuboTV Pre-Merger, the proceeds of $7.4 million, net of an original issue discount of $2.7 million, were received directly

by fuboTV Pre-Merger.

described in Note 1, on March 19, 2020, the Company and the other parties thereto entered into the Note Purchase Agreement, pursuant

to which the Company sold to FB Loan the Senior Notes.

In connection with the Company’s acquisition of fuboTV Pre-Merger,

the proceeds of $7.4 million, net of an original issue discount of $2.7 million, were used to fund the advance to fuboTV

Borrower’s obligations under the Senior Notes are secured by substantially all of the assets of each such Borrower pursuant

to a Security Agreement, dated as of March 19, 2020, by and among Borrower and FB Loan (the “Security Agreement”).

to Condensed Consolidated Financial Statements

Note Purchase Agreement contains customary affirmative and negative covenants, including covenants limiting the ability of the

8 unchanged sentences

the Security Agreement, the other loan documents and applicable law.

The Company was in compliance with all covenants at June

on the Senior Notes shall accrue until full and final repayment of the principal amount of the Senior Note at a rate of 17.39%

15 unchanged sentences

million and is reflected in the accompanying condensed consolidated statement of operations.

to Condensed Consolidated Financial Statements

900,000 shares were valued at $8.15 per share at March 19, 2020 and $7.5 million set forth on the balance sheet for shares settled

1 unchanged sentence

28, 2020, these shares were issued at $10.00 per share.

The Company recorded change in fair value of shares settled

payable of $1.5 million and $1.7 million during the three and six months ended June 30, 2020, respectively.

carrying value of the Senior Notes as of June 30, 2020 is comprised of the following (in thousands):

value of Senior Note

Original issue discount

Discount resulting

from allocation of proceeds to warrant liability

Amortization of

carrying value of Senior Note

to the Note Purchase Agreement, the Borrower agreed, among other things that (i) the Company shall file a registration

statement with the Commission regarding the purchase and sale of 900,000 shares of the Company’s common stock issued

to FB Loan in connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable

upon exercise of the FB Loan Warrant (the “Warrant Shares)”);

and (ii) the Company shall have filed an application

to list the Company’s Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30)

days following the closing date of the Note Purchase Agreement.

Refer to the Amendments to the Note Purchase Agreements

section below for further details.

The Company recorded a change in fair value of shares settled payable

of approximately $1.7 million during the nine months ended September 30, 2020, respectively.

to the Note Purchase Agreement, the Borrower agreed, among other things that (i) the Company shall file a registration statement

with the Commission regarding the purchase and sale of 900,000 shares of the Company’s common stock issued to FB Loan in

connection with the Note Purchase Agreement (the “Shares”) and any shares of capital stock issuable upon exercise

of the FB Loan Warrant (the “Warrant Shares)”);

and (ii) the Company shall have filed an application to list the Company’s

Common Stock for trading on the NASDAQ exchange, on or before the date that is thirty (30) days following the closing date of

the Note Purchase Agreement.

Refer to the Amendments to the Note Purchase Agreements section below for further details.

to the Note Purchase Agreement

April 21, 2020, the Company and the other parties to the Note Purchase Agreement entered into an Amendment to the Note

Purchase Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020

and (ii) provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30)

days of March 19, 2020, the Company shall have initiated the process to list its capital stock on a national exchange on

or before the date that is thirty (30) days following March 19, 2020.

April 21, 2020, the Company and the other parties to the Note Purchase Agreement entered into an Amendment to the Note Purchase

Agreement to (i) extend the deadline for registration of the resale of the Shares and the Warrant Shares to May 25, 2020 and (ii)

provide that in lieu of the obligation under the Note Purchase Agreement to apply to list on NASDAQ within thirty (30) days of

March 19, 2020, the Company shall have initiated the process to list its capital stock on a national exchange on or before the

date that is thirty (30) days following March 19, 2020.

The Company has initiated this process.

to Condensed Consolidated Financial Statements

Subsequently,

5 unchanged sentences

must prepay the Senior Note in an amount equal to 100% of the cash proceeds of such financing, was removed.

on July 1, 2020, the Company and the other parties to the

Note Purchase Agreement entered into a Third Amendment to Note Purchase Agreement (the “Third Amendment”), pursuant

to which (i) the deadline for registration of the Shares and the Warrant Shares for resale was extended to July 8, 2020 and (ii)

the deadline for the redemption of the Senior Notes by the Borrower was amended to be the earlier to occur of (y) July 8, 2020

and (z) the date the Borrower receives the proceeds of any financing.

on August 3, 2020, pursuant to the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”), the Company

July 1, 2020, the Company and the other parties to the Note Purchase Agreement entered into a Third Amendment to Note Purchase

Agreement (the “Third Amendment”), pursuant to which (i) the deadline for registration of the Shares and the Warrant

Shares for resale was extended to July 8, 2020 and (ii) the deadline for the redemption of the Senior Notes by the Borrower was

amended to be the earlier to occur of (y) July 8, 2020 and (z) the date the Borrower receives the proceeds of any financing.

August 3, 2020, pursuant to the Fourth Amendment to the Note Purchase Agreement (the “Fourth Amendment”), the Company

agreed (i) to file a registration statement on Form S-1 (the “Registration Statement”) prior to August 7, 2020 that

2 unchanged sentences

been approved to list its capital stock on a national exchange prior to the effective date of the Registration Statement.

Company made a $7.5 million payment on the Note Purchase Agreement on May 28, 2020 and paid the remaining balance of $2.6 million

and all accrued interest on July 3, 2020.

to Condensed Consolidated Financial Statements

Agreement and Guaranty Agreement

April 30, 2020, fuboTV Sub and SRM entered into a joinder agreement (the “Joinder Agreement”) in favor of FB

Loan in connection with the Note Purchase Agreement.

The Joinder Agreement is effective as of April 2, 2020.

to the Joinder Agreement, (a) fuboTV Sub joined the Note Purchase Agreement, became an issuer of notes and a borrower thereunder,

assumed all obligations of the Borrower in connection therewith, and granted a lien on substantially all of its assets to secure

its obligations under the Note Purchase Agreement and any notes issued pursuant thereto and (b) SRM guaranteed the obligations

of the Borrower and fuboTV Sub under the Note Purchase Agreement and any notes issued pursuant thereto and granted a security

interest in substantially all of its assets to secure its guaranty obligations.

April 30, 2020, in connection with the Joinder Agreement, SRM entered into a guaranty agreement (the “Guaranty Agreement”)

in favor of FB Loan, pursuant to which SRM guaranteed the obligations of Borrower under fuboTV Sub under the Note Purchase

The Guaranty Agreement is effective as of April 2, 2020.

July 3, 2020, the Company repaid $10.1 million related to the

Note Purchase Agreement.

Protection Program Loan

April 21, 2020, the Company received a loan in the amount of $4.7 million from JPMorgan Chase Bank, N.A.

(the “Loan”),

pursuant to the Paycheck Protection Program (the “PPP”) administered by the United States Small Business Administration

(the “SBA”).

The PPP is part of the Coronavirus Aid, Relief, and Economic Security Act (the “Cares Act”),

which provides for forgiveness of up to the full principal amount and accrued interest of qualifying loans guaranteed under the

Loan was granted under a note payable (the “Note”) dated April 21, 2020 issued by the Company.

The Note matures on

April 21, 2022 and bears interest at a rate of 0.98% per annum.

Principal and accrued interest are payable monthly in equal installments

through the maturity date, commencing on November 21, 2020, unless forgiven as described below.

The Note may be prepaid at any

time prior to maturity with no prepayment penalties.

Loan proceeds may be used only to retain workers and maintain payroll or

make mortgage payments, lease payments, and utility payments.

of the Loan is only available for principal that is used for the limited purposes that qualify for forgiveness under SBA requirements.

To obtain forgiveness, the Company must request it, provide documentation in accordance with the SBA requirements, and certify

that the amounts requested to be forgiven qualify under those requirements.

There is no guarantee that the Loan will be forgiven

by the SBA and therefore the Company has recorded the $4.7 million as a loan on the June 30, 2020 condensed consolidated balance

Of this amount, $1.9 million has been recorded as a current liability to reflect the amount due within twelve months from

the balance sheet.

April 21, 2020, the Company entered into a Promissory Note (the “PPP Note”) with JPMorgan Chase Bank, N.A.

lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection

Program (the “PPP Loan”) offered by the U.S.

Small Business Administration (the “SBA”) in a principal

amount of $4.7 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

PPP Loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation,

group health care benefits, and paid leaves;

and interest on certain other outstanding debt.

The Loan is subject

to forgiveness to the extent proceeds are used for payroll costs, including payments required to continue group health care benefits,

and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms

and limitations of the PPP.

The Company used the Loan amount for Qualifying Expenses.

However, no assurance is provided that the

Company will obtain forgiveness of the Loan in whole or in part.

interest rate on the PPP Note is a fixed rate of 1% per annum.

To the extent that the amounts owed under the PPP Loan, or a portion

of them, are not forgiven, the Company will be required to make principal and interest payments in monthly installments beginning

seven months from April 2020.

The PPP Note matures in two years.

PPP Note includes events of default.

Upon the occurrence of an event of default, the Lender will have the right to exercise remedies

against the Company, including the right to require immediate payment of all amounts due under the PPP Note.

Company has recorded the principal balance of $4.7 million as $1.9 million of long-term borrowings and $2.8 million

as long-term borrowings–

current portion on the accompanying condensed consolidated balance sheet.

to Condensed Consolidated Financial Statements

Participation Agreement

7 unchanged sentences

under the following circumstances.

If the Company pays $12.0 million of the Revenue Purchased Amount to Fundigo LLC before June 15, 2020, such payments shall

constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made.

If the Company pays $13.0 million of the Revenue Purchased Amount to Fundigo LLC before July 4, 2020, such payments shall

constitute payment in full of the Revenue Purchased Amounts and no additional debits will be made.

to Condensed Consolidated Financial Statements

Agreement shall continue until Fundigo, LLC receives the full Revenue Purchased Amount, or earlier if terminated pursuant to any

provision of the agreement.

The Company accounted for this agreement as a loan and had an outstanding principal balance of $9.1

million as of June 30, 2020.

Interest expense incurred on the loan was $2.7 million for the three months ending June 30, 2020.

All outstanding amounts were repaid on July 6, 2020.

If the Company pays $12.0 million of the Revenue Purchased Amount to Fundigo LLC before June 15, 2020, such payments shall constitute

payment in full of the Revenue Purchased Amounts and no additional debits will be made.

If the Company pays $13.0 million of the Revenue Purchased Amount to Fundigo LLC before July 4, 2020, such payments shall constitute

payment in full of the Revenue Purchased Amounts and no additional debits will be made.

Company accounted for this agreement as a loan and as of September 30, 2020 the loan was repaid in full.

Interest expense incurred

on the loan was $3.1 million for the nine months ending September 30, 2020.

May 15, 2020, the Company entered into a loan agreement (the “Loan”) with Century Venture, SA, receiving proceeds

2 unchanged sentences

payable in arrears on the 15th day of each month.

In the event the Company fails to make a payment within ten (10)

days after the due date, the Company shall pay interest on any overdue payment at the highest rate allowed by applicable law.

In the event the Company fails to make a payment within ten (10) days after

the due date, the Company shall pay interest on any overdue payment at the highest rate allowed by applicable law.

remaining unpaid principal together with interest accrued and unpaid shall be due and payable upon the earlier of (a) completion

of any debt or equity financing of the Company, which results in proceeds of at least $50 million, or (b) May 14, 2021.

$1.6 million remained outstanding as of June 30, 2020 and interest expense incurred on the loan for the three months ended June

30, 2020 was immaterial.

September 30, 2020 the principal balance and accrued interest is approximately $1.6 million.

September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan in full (inclusive of

any interest, fees and penalties) owed under the Credit Agreement.

The Company paid $1.6 million on October 2, 2020, the Credit

Agreement and related Loan were automatically terminated.

July 16, 2020, we entered into a Credit Agreement (the “Access Road Credit Agreement”) with Access Road Capital LLC

(the “Lender”).

Pursuant to the terms of the Access Road Credit Agreement, the Lender extended a term loan (the “Loan”)

to us with a principal amount of $10.0 million.

The Loan bears interest at a fixed rate of 13.0% per annum and matures on July

The Company repaid the loan in full on October 2, 2020.

Value Measurements

2 unchanged sentences

gain / loss in the condensed consolidated statements of operations.

The Company also has an investment in Nexway common stock

that is publicly traded on the Frankfurt Exchange.

The Company also held an investment in Nexway common stock

that was publicly traded on the Frankfurt Exchange.

Additionally, the Company’s convertible notes, derivatives and warrants

1 unchanged sentence

income (expense) in the condensed consolidated statements of operations.

to Condensed Consolidated Financial Statements

following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair

value hierarchy as of June 30, 2020 and December 31, 2019 (in thousands):

value hierarchy as of September 30, 2020 and December 31, 2019 (in thousands):

valued measured at September 30, 2020

other observable

Liabilities at Fair Value:

share liability

liability –

to Condensed Consolidated Financial Statements

interest sold

liability - Subsidiary

Financial Liabilities at Fair Value

Assets at Fair Value:

4 unchanged sentences

Financial Instruments

following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and six months ended

June 30, 2020.

Unobservable inputs were used to determine the fair value of positions that the Company has classified within the

Level 3 category.

Liability - Subsidiary

Share Liability

following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three and nine months ended

September 30, 2020.

Unobservable inputs were used to determine the fair value of positions that the Company has classified within

the Level 3 category.

value at December 31, 2019

in fair value

value at March 31, 2020

in fair value

value at June 30, 2020

to Condensed Consolidated Financial Statements

Liability - Subsidiary - The Company assumed liability for a warrant issued by PEC that expires on January 28, 2023.

in fair value of the subsidiary warrant liability is reported as a component of other income/(expense) in the condensed

consolidated statement of operations.

The Company used a Monte Carlo simulation model to estimate the fair value of the warrant

liability with the following assumptions at June 30, 2020 and December 31, 2019:

Exercise price

Stock price –

Fair value of stock price

Risk free rate

Contractual term (years)

Expected dividend yield

Expected volatility

Number of subsidiary

warrants outstanding

arriving at the fair value of stock price as of June 30, 2020 and December 31, 2019, no discount was applied to the trading price

of the PEC stock, as a result of illiquidity in the volumes being traded on the OTC markets.

Risk-free interest rate was based

on rates established by the Federal Reserve Bank.

The volatility rate was based on stock prices of comparable companies.

Reclassification

of warrant liabilities

value at September 30, 2020

Share Liability - The fair value of the profits interest sold related to the Panda investment was determined using an expected

cash flow analysis.

The change in fair value of profit share liability of $0.1 million for the three and six months ended June

The change in fair value of profit share liability of $0.1 million for the nine months ended September 30,

2020 is reported as a component of other income (expense) in the condensed consolidated statement of operations.

to Condensed Consolidated Financial Statements

September 25, 2020, the Company repaid all of its variable convertible notes.

As a result of this repayment, the Company is no

longer subject to a sequencing policy and therefore reclassified $13.5 million of warrant liabilities to additional paid in capital.

connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant and utilized the Black-Scholes

pricing model.

Absent the Company’s sequencing policy as disclosed in the Company’s Annual Report on Form 10-K/A

filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified.

liability was recorded at the date of grant at fair value.

Subsequent changes in fair value for the three and six months ended

June 30, 2020 was ($5.5) million and ($5.1) million, respectively and was recorded as other expense in the condensed consolidated

statement of operations.

The warrant liability was recorded at the date of grant at fair value.

Subsequent changes in fair value for the

three and nine months ended September 30, 2020 was $0.1 million and $5.5 million, respectively and was recorded as other expense

in the condensed consolidated statement of operations.

On September 30, 2020 the Company entered into the first amendment to the

warrant which amended the warrant strike price from $5.00 to $2.75.

significant assumptions used in the valuation are as follows:

Fair value of underlying

common shares

Exercise price

Expected dividend yield

Expected volatility

Risk free rate

Expected term (years)

value of underlying common shares

dividend yield

Agreements with Investors

2 unchanged sentences

common stock and issued 3,735,922 warrants to the Investors.

Absent the Company’s sequencing policy as disclosed

in the Company’s Annual Report on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these

warrants as equity classified.

aggregate warrant liabilities were recorded at the respective date of grant at fair value using a Monte Carlo simulation model.

Subsequent changes in fair value for the three and nine months ended September 30, 2020 were $4.4 million and $14.8 million,

respectively, and were recorded as change in fair value of warrant liabilities in the condensed consolidated statement

of operations.

The Company used a Monte Carlo simulation model to estimate the fair value of the warrant liability at September

value of underlying common shares

dividend yield

of September 30, 2020, the Company reclassified the fair value of $12.0 million of warrant liabilities to additional paid-in capital.

August 20, 2020 and September 29, 2020, the Company entered into Purchase Agreements Investors, with certain investors (the “Investors”),

pursuant to which the Company sold an aggregate of 1,843,726 shares (the “Purchased Shares”) of the Company’s

common stock and issued 1,843,726 warrants to the Investors.

The was aggregate warrant liabilities were recorded

at the date of grant at fair value of $5.5 million using a Monte Carlo simulation model.

Subsequent changes in fair value for

the three and nine months ended September 30, 2020 were $1.3 million for each period, respectively, and were recorded as change

in fair value of warrant liabilities in the condensed consolidated statement of operations.

The Company used a Monte Carlo

simulation model to estimate the fair value of the warrant liability at September 30, 2020:

to Condensed Consolidated Financial Statements

warrant liability was recorded at the date of grant at fair value using a Monte Carlo simulation model.

Subsequent changes in

fair value for the three and six months ended June 30, 2020 were $10.4 million and was recorded as other income in the condensed

consolidated statement of operations.

The Company used a Monte Carlo simulation model to estimate the fair value of the warrant

liability at June 30, 2020:

Fair value of underlying

common shares

Exercise price

Expected dividend yield

Expected volatility

Risk free rate

Expected term (years)

value of underlying common shares

dividend yield

Wealth Management

3 unchanged sentences

on Form 10-K/A filed with the SEC on August 10, 2020, the Company would have recorded these warrants as equity classified.

The warrant liability was recorded at the date of grant at fair value.

Subsequent changes in fair value for the three and six

months ended June 30, 2020 was $0.4 million and was recorded as other income in the condensed consolidated statement of operations.

warrant liability was recorded at the date of grant at fair value.

Subsequent changes in fair value for the three and nine

months ended September 30, 2020 was $0.4 million and $0.7 million, respectively and was recorded as change in fair value

of warrant liabilities in the condensed consolidated statement of operations.

significant assumptions used in the valuation are as follows:

Fair value of underlying

common shares

Exercise price

Expected dividend yield

Expected volatility

Risk free rate

Expected term (years)

Liability –

The Series D Convertible Preferred Stock (the “Series D Preferred Stock”) contains a contingent

put option and, accordingly, the Company considered it to be a liability and accounted for it at fair value using Level 3 inputs.

Subsequent changes in fair value for the three and six months ended June 30, 2020 was $23,000 and $0.1 million and was recorded

as other income in the condensed consolidated statement of operations.

The Company determined the fair value of this liability

using the Monte Carlo simulation model with the following inputs:

Fixed conversion

Risk free rate

Contractual term

Expected dividend

Expected volatility

to Condensed Consolidated Financial Statements

value of underlying common shares

dividend yield

of September 30, 2020, the Company reclassified the fair value of $1.5 million of warrant liabilities to additional paid-in capital.

April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note.

was recorded as a warrant liability utilizing the Black-Scholes pricing model.

The warrant liability was recorded at the date

of grant at fair value.

Subsequent changes in fair value for the three and nine months ended September 30, 2020 was $1.5 million

and $1.8 million, respectively, and was recorded as change in fair value of warrant liability in the condensed consolidated statement of operations.

29, 2020, the Company entered into an amendment related to the common stock warrants and issued an additional 217,357 warrants.

Notes Payable

June 30, 2020 and December 31, 2019, the carrying amounts of the convertible notes including the remaining principal balance plus

the fair value of the derivative liabilities associated with the variable share settlement feature and unamortized discounts is

as follows (in thousands):

Interest Rate

Share Settlement Feature at Fair Value

EMA Financial, LLC

Adar Alef, LLC (7)

BHP Capital (8)

Jefferson Street Capital,

Auctus Fund (10)

Eagle Equities (11)

Platinum Point (12)

Platinum Point (13)

Financial, LLC (14)

at June 30, 2020

Bays - Alef (1)

JSJ Investments

Eagle Equities (3)

at December 31, 2019

derivative liabilities results from the variable share settlement provision featured within the convertible notes issued by the

The fair value of the derivative liabilities was estimated using the Monte Carlo simulation model on the dates that the

notes were issued and were subsequently revalued at June 30, 2020 and December 31, 2019, with the following weighted average assumptions:

Risk Free Interest

Expected life (years)

Expected dividend yield

Expected volatility

Value - Note Variable Share Settlement Feature (in thousands)

to Condensed Consolidated Financial Statements

July 30, 2019, the Company issued a convertible promissory note to Adar Alef, LLC in the amount of $275,000.

The note accrues

interest at a rate of 12% per annum and matures on July 30, 2020.

The note is not convertible until the six month anniversary

of the note, at which time if the note has not already been repaid by the Company, the note holder shall be entitled to convert

all or part of the note into shares of the Company’s common stock, at a price per share equal to 53% of the lowest trading

price of the common stock for the twenty prior trading days upon which the conversion notice is received by the Company.

January 20, 2020, the Company repaid the principal balance of $275,000 and accrued interest of approximately $16,000.

December 6, 2019, the Company issued a convertible promissory note to JSJ Investments

with a principal balance of $255,000.

The Company received net proceeds of $250,000.

The note matures on December 6, 2020 and bears interest at 10% per annum.

may prepay this note and unpaid interest on or prior to July 3, 2020.

The loan and any

accrued interest may be converted into shares of the Company’s common stock at

a rate of 47% multiplied by the lowest trading price during the previous twenty (20)

day trading period ending on the latest complete trading day prior to the conversion

June 2, 2020, the Company repaid the principal balance of $255,000 and accrued interest

of approximately $12,000.

December 12, 2019, the Company issued a convertible promissory note to Eagle Equities,

LLC with a principal balance of $210,000.

The Company received net proceeds of $200,000.

The note matures on December 12, 2020 and bears interest at 12% per annum.

any accrued interest may be converted into shares of the Company’s common stock,

at any time after the six month anniversary of the note, at a rate of 53% multiplied

by the lowest trading price during the previous twenty (20) day trading period ending

on the latest complete trading day prior to the conversion date.

June 10, 2020, the Company repaid the principal balance of $210,000 and accrued interest

of approximately $13,000.

December 20, 2019, the Company issued a convertible promissory note to BHP Capital NY

with a principal balance of $125,000.

The Company received net proceeds of $122,500.

The note matures on December 20, 2020 and bears interest at 10% per annum.

any accrued interest may be converted into shares of the Company’s common stock

at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15)

day trading period ending on the latest complete trading day prior to the conversion

In connection with the promissory note, the Company issued 5,000 shares of its

restricted common stock with a fair value of approximately $47,000.

The Company had the

option to buy back the shares 180 days from the issue date, for a one-time payment of

$8.00 per share.

This option was not exercised and has expired as of June 30, 2020.

June 17, 2020, the Company repaid the principal balance of $125,000 and accrued interest

of approximately $6,000.

January 17, 2020, the Company issued a convertible promissory note to GS Capital Partners, LLC.

with a principal balance of

The note matures on January 17, 2021 and bears interest at 10% per annum.

The loan and any accrued interest may

be converted into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during

the previous twenty (20) day trading period ending on the latest complete trading day prior to the conversion date.

July 15, 2020, the Company repaid the principal balance of $150,000 and accrued interest of approximately $7,000.

February 6, 2020, the Company issued a convertible promissory note to EMA Financial, LLC.

with a principal balance of $125,000.

The note matures on November 6, 2020 and bears interest at 10% per annum.

The loan and any accrued interest may be converted

into shares of the Company’s common stock equal to the lower of (i) the lowest closing price of the common stock during

the preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a

rate of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest

complete trading day prior to the conversion date.

February 10, 2020, the Company issued a convertible promissory note to Adar Alef, LLC.

with a principal balance of $150,000.

The note matures on February 10, 2021 and bears interest at 12% per annum.

The loan and any accrued interest may be converted

into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous

twenty (20) day trading period ending on the latest complete trading day prior to the conversion date.

to Condensed Consolidated Financial Statements

March 24, 2020, the Company issued a convertible promissory note to BHP Capital NY Inc.

with a principal balance of $100,000.

The note matures on demand and bears interest at 10% per annum.

The loan and any accrued interest may be converted into shares

of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous fifteen (15)

day trading period ending on the latest complete trading day prior to the conversion date.

March 24, 2020, the Company issued a convertible promissory note to Jefferson Street Capital, LLC.

with a principal balance

The note matures on demand and bears interest at 10% per annum.

The loan and any accrued interest may be converted

into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the previous

fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date.

April 1, 2020, the Company issued a convertible promissory note to Auctus Fund, LLC.

with a principal balance of $1.1 million.

The note matures on March 30, 2021 and bears interest at 10% per annum.

The note and any accrued interest may be converted

into shares of the Company’s common stock at a rate of 50% multiplied by the lowest trading price during the previous

thirty (30) day trading period ending on the latest complete trading day prior to the conversion date.

In connection with

this convertible promissory note, the Company issued 142,118 warrants and 30,000 shares of common stock.

April 2, 2020, the Company issued a convertible promissory note to Eagle Equities, LLC.

with a principal balance of $275,000.

The note matures on March 31, 2021 and bears interest at 10% per annum.

The note and any accrued interest may be converted

into shares of the Company’s common stock at a rate of 53% multiplied by the lowest trading price during the previous

twenty (20) day trading period ending on the latest complete trading day prior to the conversion date.

April 2, 2020, the Company issued a convertible promissory note to Platinum Point Capital, LLC.

with a principal balance of

The note matures on March 31, 2021 and bears interest at 10% per annum.

The note and any accrued interest may be

converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during the

previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date.

April 23, 2020, the Company issued a convertible promissory note to Platinum Point Capital, LLC.

with a principal balance

The note matures on April 20, 2021 and bears interest at 10% per annum.

The note and any accrued interest may

be converted into shares of the Company’s common stock at a rate of 61% multiplied by the lowest trading price during

the previous fifteen (15) day trading period ending on the latest complete trading day prior to the conversion date.

In connection

with this convertible promissory note, the Company issued 55,172 warrants and 25,000 shares of common stock.

May 11, 2020, the Company issued a convertible promissory note to EMA Financial, LLC.

with a principal balance of $250,000.

The note matures on May 5, 2021 and bears interest at 10% per annum.

The note and any accrued interest may be converted into

shares of the Company’s common stock equal to the lower of (i) the lowest closing price of the common stock during the

preceding twenty (20) day trading period ending on the latest trading day prior to the note issuance date or (ii) at a rate

of 50% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete

trading day prior to the conversion date.

addition to the above convertible promissory notes, on January 29, 2020, the Company issued a convertible promissory note to Auctus

with a principal balance of $275,000.

The note matures on November 29, 2020 and bears interest at 10% per annum.

loan and any accrued interest may be converted into shares of the Company’s common stock at a rate of 50% multiplied by

the lowest trading price during the previous twenty five (25) day trading period ending on the latest complete trading day prior

to the conversion date.

On March 19, 2020, the Company repaid in full the principal balance and interest of approximately

to Condensed Consolidated Financial Statements

of September 30, 2020 there were no convertible notes outstanding, and as of December 31, 2019, convertible notes outstanding

totaled $1.4 million.

During the three and nine months ended September 30, 2020, the Company repaid $2.8 million and $3.9 million

of principal balances, and approximately $0.9 million of related interest expense and prepayment penalties owed on its

convertible notes.

D Convertible Preferred Stock

March 6, 2020, the Company (i) entered into a stock purchase agreement to issue 203,000 shares of its Series D Preferred Stock,

for proceeds of $203,000 and (ii) redeemed the 203,000 shares of Series D Preferred Stock previously issued on September 6, 2019.

June 16, 2020, the Company redeemed 253,000 shares of its Series D Preferred Stock previously issued on December 19, 2019

in exchange for $339,174.

As a result, the total number of shares of Series D Preferred Stock outstanding as of June 30, 2020

following table summarizes the Company’s Series D Preferred Stock activities for the three and six months ended June 30,

for proceeds of $203,000 and (ii) during the nine months ended September 30, 2020 the Company redeemed 682,000 shares of Series

D Preferred Stock in exchange for approximately $0.9 million.

to Condensed Consolidated Financial Statements

following table summarizes the Company’s Series D Preferred Stock activities for the three and nine months ended September

30, 2020 (dollars in thousands):

D Preferred Stock

Total temporary equity as

of December 31, 2019

Issuance of Series

D convertible preferred stock for cash

Offering cost related

to issuance of Series D convertible preferred stock

Deemed dividends related

to immediate accretion of offering cost

Accrued Series D preferred

stock dividends

Bifurcated redemption

feature of Series D convertible preferred stock

Deemed dividends related

to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock

of Series D preferred stock (including accrued dividends)

Total temporary

equity as of March 31, 2020

Accrued Series D preferred

stock dividends

temporary equity as of December 31, 2019

of Series D convertible preferred stock for cash

cost related to issuance of Series D convertible preferred stock

dividends related to immediate accretion of offering cost

Series D preferred stock dividends

redemption feature of Series D convertible preferred stock

dividends related to immediate accretion of bifurcated redemption feature of Series D convertible preferred stock

of Series D preferred stock (including accrued dividends)

Total temporary

equity as of June 30, 2020

redemption of the 203,000 shares of Series D Preferred Stock (previously issued on September 6, 2019) on March 6, 2020 occurred

as follows (amounts in thousands except share and per share values):

D preferred stock issued

Per share value

Series D preferred

Total Series D preferred

to Condensed Consolidated Financial Statements

redemption of the 253,000 shares of Series D Preferred Stock (previously issued on December 19, 2019) on June 16, 2020 occurred

as follows (amounts in thousands except share and per share values):

temporary equity as of September 30, 2020

redemption of the 659,000 shares of Series D Preferred Stock (amounts in thousands except share and per share values):

D preferred stock issued

Per share value

Series D preferred

Total Series D preferred

of shares of the Series D Preferred Stock are entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share

D preferred stock value

Series D preferred stock

of shares of the Series D Preferred Stock were entitled to receive, cumulative cash dividends at the rate of 8% on $1.00 per share

of the Series D Preferred Stock per annum (equivalent to $0.08 per annum per share), subject to adjustment.

The dividends are

The dividends were

payable solely upon redemption, liquidation or conversion.

The Company recorded approximately $5,000 accrued dividend as of June

Series D Preferred Stock is being classified as temporary equity because it has redemption features that are outside of the Company’s

Series D Preferred Stock was classified as temporary equity because it had redemption features that were outside of the Company’s

control upon certain triggering events, such as a Market Event.

4 unchanged sentences

value shall immediately be increased to $1.29 per share of Series D Preferred Stock.

The Market Event is considered to be outside

The Market Event was considered to be outside

the control of the Company, resulting in classification of the Series D Preferred Stock as temporary equity.

7 unchanged sentences

to common stockholders.

of September 30, 2020, all of the shares of Series D Preferred Stock have been redeemed by the Company and there will be no future

Stockholders’

9 unchanged sentences

but undesignated shares of the Company’s Preferred Stock, par value $0.0001 per share.

March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation

to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock”

pursuant to a

Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”).

to Condensed Consolidated Financial Statements

March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate

35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock”

pursuant to a Certificate

of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”).

The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference.

9 unchanged sentences

reclassifications, extraordinary distributions and similar events.

There are 4,912,069 shares reserved for issuance to certain

shareholders of fuboTV Pre-Merger in connection with the Merger.

to Condensed Consolidated Financial Statements

There are 713,215 shares reserved for issuance to certain shareholders

of fuboTV Pre-Merger in connection with the Merger.

Stock Activity

4 unchanged sentences

transactions during the three months ended June 30, 2020 with investors.

July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold

2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of

$20.0 million.

of Common Stock and Warrants for Cash

2 unchanged sentences

covering a total of 3,735,922 shares of the Company’s common stock for an aggregate purchase price of $26.1 million.

August 20, 2020 and August 28, 2020, the Company entered into Purchase Agreements Investors, pursuant to which the Company sold

an aggregate of 5,212,753 shares of the Company’s common stock at a purchase price of $9.25 per share and issued warrants

to the Investors covering a total of 1,303,186 shares of the Company’s common stock for an aggregate purchase price of $48.2

of Common Stock Related to PEC Acquisition

the three and six months ended June 30, 2020, the Company has issued 1,201,749 and 4,928,829 shares of its common stock in exchange

for 14,222,975 and 17,950,055 shares of its subsidiary PEC, respectively.

The interests exchange in PEC were previously recorded

within noncontrolling interests and the transactions were accounted for as a reduction of $0.9 million and $2.0 million

of noncontrolling interests for the carrying value of those noncontrolling interests at the date of exchange with an offsetting

increase in Additional paid-in capital, during the three and six months ended June 30, 2020.

the three months ended September 30, 2020, there were no shares of the Company’s common stock exchanged for shares of its

subsidiary PEC.

During the nine months ended September 30, 2020, the Company has issued 2,753,819 shares of its common stock in

exchange for 17,950,055 shares of its subsidiary PEC, respectively.

The interests exchange in PEC were previously recorded within

noncontrolling interests and the transactions were accounted for as a reduction of $2.0 million of noncontrolling interests for

the carrying value of those noncontrolling interests at the date of exchange with an offsetting increase in Additional paid-in

capital, during the nine months ended September 30, 2020.

to Condensed Consolidated Financial Statements

of Common Stock for Shares Settled Liability

the three months ended June 30, 2020, the Company issued 900,000 shares of its common stock with a fair value of approximately

$9.1 million or $10.00 per share in connection with the Company’s Note Purchase Agreement with FB Loan (See Note 13).

of Common Stock for Services Rendered

11 unchanged sentences

in exchange for consulting services.

of Common Stock for Exercise of Stock Options

the three months ended September 30, 2020, 226,740 options to purchase shares of the Company’s common stock were exercised

for cash of approximately $0.3 million or $1.43 per share.

of Common Stock for Employee Compensation

3 unchanged sentences

as compensation to service providers for services rendered.

to Condensed Consolidated Financial Statements

Company did not issue any common stock for employee compensation during the three months ended June 30, 2020.

Purchase Agreement

July 10, 2020, we entered into a Share Purchase Agreement (the “SPA”) with C2A2 Corp.

and Aston Fallen (the

“Purchaser”).

Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank

AG common stock, held by the Company.

The transaction closed on July 10, 2020 and the Company redeemed an aggregate of 3,633,114

shares of the Company’s common stock at a redemption price of $0.0001 per share in exchange for 4,833,114 new shares of

Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of the Company’s

common stock.

The Company recognized a gain of approximately $7.6 million on this transaction during the third quarter.

of Common Stock in Connection with Convertible Notes

the three and six months ended June 30, 2020, the Company issued 25,000 and 62,500 shares of its common stock with

a fair value of approximately $0.2 million and $0.3 million, respectively, in connection with the issuance of convertible

the three months ended September 30, 2020, the Company did not issue any shares of its common stock in connection with its convertible

During the nine months ended September 30, 2020, the Company issued 62,500 shares of its common stock with a fair value

of approximately $0.3 million, respectively, in connection with the issuance of convertible notes.

to Condensed Consolidated Financial Statements

Compensation Plan Information

5 unchanged sentences

2015 Equity Incentive Plan (the “2015 Plan”) with a weighted-average exercise price of $1.32 per share.

Effective Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan.

From the Effective

Time, such options may be exercised for shares of our common stock under the terms of the 2015 Plan.

April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan (the “Plan”).

The Company created an incentive option pool of 12,116,646 shares of the Company’s Common Stock under the Plan.

8, 2020, the Company amended the Company’s Plan to increase the maximum aggregate number of shares available for issuance

under the Plan by 19,000,000 shares (the “Pool Increase”).

The Pool Increase is conditional upon shareholder approval

at the next annual meeting of shareholders.

May 21, 2020, we established our Outside Director Compensation Policy to set forth guidelines for the compensation of our non-employee

directors for their service on our Board of Directors.

fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of

the awards was obtained.

The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend

The expected term for stock options granted with service conditions represents the average period the stock options

are expected to remain outstanding and is based on 10 years.

The Company obtained the risk-free interest rate from publicly available

data published by the Federal Reserve.

The Company uses a methodology in estimating its volatility percentage from a computation

that was based on a comparison of average volatility rates of similar companies to a computation based on the standard deviation

of the Company’s own underlying stock price’s daily logarithmic returns.

Due to the changes in the Company subsequent

to the Merger, the Company changed its peer group for estimating expected volatility.

the three months ended March 31, 2020, 280,000 options were granted outside of the Plan, and there were no options granted during

the three months ended March 31, 2019.

There were no options granted outside of the Plan in the three and six months ended June

the three and nine months ended September 30, 2020 the Company recognized stock-based compensation expense totaling $6.3 million

and $24.1 million, respectively.

No stock-based compensation was recognized during the three and nine months ended September 30,

Company provides stock-based compensation to employees, directors and consultants under the Plan.

The fair value of each stock

option grant is estimated on the date of grant using the Black-Scholes option pricing model.

The Company historically has been

a private company and lacks company-specific historical and implied volatility information.

Therefore, it estimates its expected

stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so

until such time as it has adequate historical data regarding the volatility of its own traded stock price.

The risk-free interest

rate is determined by referencing the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately

equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends

and does not expect to pay any cash dividends in the foreseeable future.

the three and nine months ended September 30, 2020, the Company granted 1,394,860 and 7,141,899 options to purchase shares of

the Company’s common stock under the Plan, respectively.

During the nine months ended September 30, 2020, 280,000 options

to purchase shares of the Company’s commons stock were granted outside of the Plan.

No options were granted during the nine

months ended September 30, 2019.

following was used in determining the fair value of stock options granted during the three months and nine months ended September

the Three Months

Ended September 30,

the Nine Months

Ended September 30,

Dividend yield

Expected price volatility

Risk free interest rate

Expected term

to Condensed Consolidated Financial Statements

following reflects stock option activity for the six months ended June 30, 2020 (in thousands, except share and per share amounts):

summary of activity under the Plan for the nine months ended September 30, 2020 is as follows (in thousands, except share and

per share amounts):

Exercise Price

Intrinsic Value

Average Remaining Contractual Life

Outstanding as of December

Options assumed from

Outstanding as

of June 30, 2020

Options vested

and exercisable as of June 30, 2020

were no employee options granted, forfeited or expired in the three months ended March 31, 2020.

compensation cost related to unvested options not yet recognized was approximately $38.0 million and $0 as of June 30, 2020 and

December 31, 2019, respectively.

The weighted average period over which this compensation cost related to unvested employee options

will be recognized is 2.7 and 0 years as of June 30, 2020 and December 31, 2019, respectively.

weighted average grant-date fair value of options granted during the three and six months ended June 30, 2020 was $4.20.

No options were exercised during the three and six months ended June 30, 2020.

The aggregate fair value of options vested during

the three months and six months ended June 30, 2020 was $1.3 million.

There was no stock-based compensation recognized

during the six months ended June 30, 2019.

Contractual Life

as of December 31, 2019

assumed from Merger

as of September 30, 2020

vested and exercisable as of September 30, 2020

total fair value of stock options granted during the nine months ended September 30, 2020 was approximately $62.8 million.

the nine months ended September 30, 2020, 226,740 options were exercised with a weighted average fair value of approximately $0.3

million or $1.43 per share.

of September 30, 2020, the unrecognized stock-based compensation expense related to unvested options was approximately $50.6 million

to be recognized over a period of 3.1 years.

and Service Condition Based Options

the three and six months ended June 30, 2020, 3,078,297 options were granted that vest on the earlier of each anniversary of the

grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock

price (not included in table above).

expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date

through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model

applying the following key assumptions as of the grant date:

Expected volatility

Risk free rate

Derived service period

the nine months ended September 30, 2020, 3,078,297 options were granted that vest on the earlier of each anniversary of the grant

date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price

(not included in table above).

based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period

from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo

simulation model applying the following key assumptions as of the grant date:

service period

to Condensed Consolidated Financial Statements

summary of activity under the Plan for market and service based stock options for the nine months ended September 30, 2020 is

as follows (in thousands, except share and per share amounts):

Exercise Price

Intrinsic Value

Contractual Life

as of December 31, 2019

as of September 30, 2020

vested and exercisable as of September 30, 2020

Non-employees

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$0.23 (included in table above).

Total compensation cost related to unvested non-employee options is immaterial as of June

to Condensed Consolidated Financial Statements

were no options granted to non-employees in the three months ended June 30, 2020.

summary of the Company’s outstanding warrants as of June 30, 2020 are presented below (in thousands, except share and per

share amounts):

Stock-based compensation expense related to unvested non-employee options is immaterial as of

September 30, 2020.

were no options granted to non-employees in the three months ended June 30, 2020 and September 30, 2020.

summary of the Company’s outstanding warrants as of September 30, 2020 are presented below (in thousands, except share and

per share amounts):

Exercise Price

Intrinsic Value

Outstanding as of December

Outstanding as

of June 30, 2020

Warrants exercisable

as of June 30, 2020

Contractual Life

as of December 31, 2019

as of September 30, 2020

exercisable as of September 30, 2020

March 19, 2020, in connection with its Note Purchase Agreement (see Note 13), the Company issued the FB Loan Warrant, a

warrant to purchase 3,269,231 shares of its common stock with a fair value of $15.6 million.

April 1, 2020, the Company issued 142,118 warrants in connection with a $1.1 million convertible note.

The exercise price is $7.74

with a 5-year term.

April 1, 2020, the Company issued 142,118 common stock warrants in connection with a $1.1 million convertible note.

price is $7.74 with a 5-year term.

On September 29, 2020, the Company entered into an amendment related to the common stock warrants

and issued an additional 217,357 warrants.

Under the terms of the amendment the 359,475 common stock warrants will have an amended

exercise price of $3.06 per share.

April 23, 2020, the Company issued 55,172 warrants in connection with a $0.4 million convertible note.

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an exercise price of $7.00 with a 1.5-year term.

to Condensed Consolidated Financial Statements

May 25, 2020, the Company issued to ARETE Wealth Management a warrant to purchase 275,000 shares of the Company’s common

stock with an initial exercise price of $5.00 per share.

August 20, 2020 and September 29, 2020, the Company issued 1,843,726 warrants in connection with Purchase Agreements with Investors

with an exercise price of $9.25 with a 1.5-year term.

February 14, 2019, the Company entered into a lease for offices in Jupiter, Florida.

The lease has an initial term of 18 months

The lease had an initial term of 18 months

commencing March 1, 2019 until August 31, 2020 with a base annual rent of $89,000.

The Company has an option to extend the lease

The Company had an option to extend the lease

for another year until August 31, 2021 for annual rent of $95,000 and a second option for an extension until August 31, 2022 for

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The Company recorded the lease obligations in accordance with ASC 842.

As of August 31, 2020, the Company

did not extend the lease term and the lease was terminated.

part of the acquisition of Nexway on September 19, 2019, the Company recognized right of use assets of $3.6 million and lease

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effective through March 2021.

to Condensed Consolidated Financial Statements

February 2020, fuboTV Pre-Merger entered into a sublease with Welltower, Inc.

to lease approximately 6,300 square feet

of office space in New York, NY.

to lease approximately 6,300 square feet of office

space in New York, NY.

The lease commenced in March 2020 and is effective through July 30, 2021.

The annual rent for

the space is $455,000.

following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term

and discount rate):

the Three Months

the Six Months

Operating leases

Operating lease expense

lease rent expense

Weighted-average remaining

lease term –

operating leases

Weighted-average discount

operating leases

the Three Months

the Six Months

The annual rent for the space

components of lease expense were as follows:

September 30, 2020

Operating leases

Operating lease expense

lease rent expense

Weighted-average remaining

lease term –

operating leases

Weighted-average discount

Short-term lease

Total rent expense

cash flow information related to leases were as follows:

September 30, 2020

Operating cash flows from

operating leases

Right-of-use assets exchanged for operating

lease liabilities

to Condensed Consolidated Financial Statements

of September 30, 2020, future minimum payments for the operating leases are as follows:

Year Ended December 31, 2020

Year Ended December 31, 2021

Year Ended December 31, 2022

Year Ended December 31, 2023

Year Ended December 31, 2024

value discount

Operating lease

and Contingencies

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connection with closed litigation on two separate matters that resulted in judgments against PEC, a majority interest of which

was subsequently purchased by the Company, we have accrued $0.5 million which remains on the balance sheet as a liability at June

was subsequently purchased by the Company, we have accrued $0.5 million which remains on the balance sheet as a liability at September

30, 2020 and December 31, 2019.

The Company, on behalf of its subsidiary, is in settlement discussions with the parties.

to Condensed Consolidated Financial Statements

August 27, 2018, plaintiff Scott Meide filed a complaint in the United States District Court for the Middle District of Florida,

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in his individual capacity.

On June 29, 2020, an attorney entered an appearance for Mr.

and filed (i) a motion to substitute Jacksonville Injury Center, LLC as the plaintiff and (ii) a motion for leave to file an amended

All of the defendants have filed oppositions to the motion to substitute and motion for leave to amend.

new complaint continues to allege fraud, but also purports to plead a shareholder derivative lawsuit in connection with a claim

of an improper transfer of assets to the Company.

The new proposed complaint also names the Company as a new defendant.

in the matter has been stayed since July of 2019.

The matter is set for trial in September of 2020, but we do not expect the trial

to go forward given the pending motions to dismiss and stay of discovery.

Company’s subsidiaries and affiliates plan to reaffirm their motions to dismiss and the Company believes Mr.

June 29, 2020, an attorney entered an appearance for Mr.

Meide and filed (i) a motion to substitute Jacksonville Injury Center,

LLC as the plaintiff and (ii) a motion for leave to file an amended complaint.

All of the defendants have filed oppositions to

the motion to substitute and motion for leave to amend.

The proposed new complaint continues to allege fraud, but also purports

to plead a shareholder derivative lawsuit in connection with a claim of an improper transfer of assets to the Company.

proposed complaint also names the Company as a new defendant.

Discovery in the matter has been stayed since July of 2019.

matter is set for trial in September of 2020, but we do not expect the trial to go forward given the pending motions to dismiss

and stay of discovery.

September 4, 2020, the court entered an order dismissing with prejudice Mr.

Meide’s claim for federal securities fraud.

In its order, the court directed the clerk of court to enter judgment in favor of PEC and related defendants on Mr.

Meide’s

final amended complaint will also be dismissed.

The Company plans to the ask the court for an award of sanctions and attorney

fees in connection with Mr.

Meide’s filing of a frivolous lawsuit.

claim for federal securities fraud.

The court also denied Mr.

Meide’s attempt to file a third amended complaint or substitute

plaintiffs in the action.

The court dismissed without prejudice the remaining state law claims on the ground that the court declined

to exercise supplemental jurisdiction over them.

The state law claims may be reasserted in state court.

The court also reserved

jurisdiction to determine whether an award of sanctions against Mr.

Meide is appropriate.

The court has ordered the parties to

mediation with respect to the issue of sanctions and, in the event that the mediation is unsuccessful, the court has indicated

that it will set a deadline for the filing of any motions for an award of sanctions against Mr.

The court-ordered mediation

is set for December 10, 2020

to Condensed Consolidated Financial Statements

June 8, 2020, Andrew Kriss and Eric Lerner (the “Plaintiffs”) filed a Summons with Notice in the Supreme Court of

the State of New York, Nassau County naming as defendants FaceBank Group, Inc., John Textor and Frank Patterson, among others

The Notice lists claims for breach of express contract and implied duties, fraud, aiding and abetting fraud,

fraud in the inducement, fraudulent misrepresentation, fraudulent concealment, fraudulent conveyance, unjust enrichment and declaratory

relief, and states that the Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million

dollars ($6,000,000) on the breach of contract claim with interest from the date of the alleged breach on September 9, 2014.

of August 13, 2020, the Company had not been served.

Cash Flow Information

Months Ended June 30

(in thousands)

disclosure of cash flow information

Interest paid

Income tax paid

cash financing and investing activities

of convertible preferred stock for Merger

Reclass of shares settled

liability for intangible asset to stock-based compensation

Issuance of common

stock –

subsidiary share exchange

Reclass of shares settled

liability to additional paid-in capital for issuance of common stock

Lender advanced loan

proceeds direct to fuboTV

Accrued Series D Preferred

Stock dividends

Deemed dividend related

to immediate accretion of redemption feature of convertible preferred stock settlement of liability

Common stock issued

for lease settlement

Right-of-use assets

exchanged for operating lease liabilities

of Common Stock and Warrants for Cash

July 2, 2020, the Company entered into a Purchase Agreement with Credit Suisse Capital LLC, pursuant to which the Company sold

2,162,163 shares of the Company’s common stock at a purchase price of $9.25 per share for an aggregate purchase price of

$20.0 million.

July 29, 2020, the Company issued 6,630,012 shares of the Company’s Series AA Convertible Preferred stock to an affiliate

of Credit Agreement

July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement.

The Company did not draw down on the Credit Agreement during its term.

Purchase Agreement

July 10, 2020, we entered into a Share Purchase Agreement (the “SPA”) with C2A2 Corp.

and Aston Fallen (the

“Purchaser”).

Pursuant to the terms of the SPA, the Purchaser agreed to acquire all of the 1,000 shares of Facebank

AG common stock, held by the Company.

The transaction closed on July 10, 2020 and the Company redeemed an aggregate of 3,633,114

shares of the Company’s common stock at a redemption price of $0.0001 per share in exchange for 4,833,114 new shares of

Company common stock at a sale price of $0.0001 per share, resulting in a net issuance of 1,200,000 new shares of the Company’s

common stock.

The Company expects to recognize a gain of approximately $8.3 million on this transaction during the third quarter.

July 16, 2020, we entered into a Credit Agreement (the “Access Road Credit Agreement”) with Access Road Capital LLC

(the “Lender”).

Pursuant to the terms of the Access Road Credit Agreement, the Lender extended a term loan (the “Loan”)

to us with a principal amount of $10.0 million.

The Loan bears interest at a fixed rate of 13.0% per annum and matures on July

Management’s Discussion and Analysis of Financial Condition and Results of Operations

the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others

On November 12, 2020, Plaintiffs filed a Complaint, which asserts claims for breach of express contract

and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud and fraudulent conveyance.

The claims arise from an alleged relationship between Plaintiffs and defendant PEC.

Plaintiffs seek monetary damages in an

amount to be proven at trial, but not less than six million dollars ($6,000,000).

The Company intends to vigorously defend

this litigation.

October 8, 2020, we sold 18,300,000 shares of our common stock in a public offering at $10.00 per share generating $170.2 million

in proceeds, net of offering costs.

On October 22, 2020, the investment bankers exercised their right to purchase an additional

1,406,708 shares of common stock at $10.00 per share generating an additional $13.1 million in proceeds, net of offering costs.

September 30, 2020, following negotiations with Century Venture, SA, the Company agreed to repay the Loan related to its Credit

Agreement in full (inclusive of any interest, fees and penalties).

The Company paid $1.6 million on October 2, 2020, the Credit

Agreement and related Loan were automatically terminated.

Management’s

Discussion and Analysis of Financial Condition and Results of Operations

following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction

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on Form 10-Q and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial

Condition and Results of Operations included in our Annual Report on Form 10-K/A for the year ended December 31, 2019, as filed

with the Securities and Exchange Commission (the “SEC”) on August 10, 2020 (the “Annual Report”).

The results of our operations

for the three and six months ended June 30, 2020 are not readily comparable against the results of our operations in the comparable

prior year three and six month period ended June 30, 2019 as a result of our acquisitions of fuboTV Pre-Merger and Facebank

AG, and our acquisition of and then deconsolidation of Nexway AG and its subsidiaries.

Condition and Results of Operations included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission

(the “SEC”) on May 29, 2020, as amended on Form 10-K/A, filed with the SEC on August 11, 2020 for the year ended December

results of our operations for the three and nine months ended September 30, 2020 are not readily comparable against the results

of our operations in the comparable prior year three and nine month period ended September 30, 2019 as a result of our acquisitions

of fuboTV Pre-Merger and Facebank AG, and our acquisition of and then deconsolidation of Nexway AG and its subsidiaries.

Incorporation

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10, 2020, the Company changed its name to fuboTV Inc.

(the “Name Change”) and as of May 1, 2020, the Company’s

trading symbol was changed to “FUBO.”

The Company has filed a Notice of Corporate Action (the “Action”)

with FINRA regarding the Name Change.

The Action is pending FINRA approval at this time.

Unless the context

otherwise requires, “fuboTV,”

and as of May 1, 2020, the Company’s trading symbol was changed from

“FBNK”

to “FUBO.”

the context otherwise requires, “fuboTV,”

“we,”

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corporation, prior to the Merger, and “fuboTV Sub”

refers to fuboTV Inc., a Delaware corporation, and the Company’s

refers to fuboTV Media Inc., a Delaware corporation, and the Company’s

wholly-owned subsidiary following the Merger.

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and its subsidiaries prior to the closing of the Merger.

with fuboTV Inc Pre-Merger

with fuboTV Pre-Merger

April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged

with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving corporation and became our

wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020,

by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement”

with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving corporation and became our wholly-owned

subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among

us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement”

and such transaction, the “Merger”).

accordance with the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), all

of the capital stock of fuboTV Pre-Merger was converted into the right to receive shares of our newly-created class of

Series AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”).

Each share of

Series AA Preferred Stock is entitled to 0.8 votes per share and shall only be convertible immediately following the sale of

such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under

the Securities Act or pursuant to an effective registration statement under the Securities Act.

Until the time we are able

to uplist to a national securities exchange, the Series AA Preferred Stock benefits from certain protective provisions that would

require us to obtain the approval of a majority of the shares of outstanding Series AA Preferred Stock, voting as a separate class,

before undertaking certain matters.

to the Merger, the Company was, and after the Merger

continues to be, a character-based virtual entertainment company, and a leading developer of digital human likeness

for celebrities and consumers, focused on applications in traditional entertainment, sports entertainment, live events,

social networking, mixed reality (AR/VR) and artificial intelligence.

As a result of the Merger, fuboTV Pre-Merger, a

leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the

of the capital stock of fuboTV Pre-Merger was converted into the right to receive shares of our newly-created class of Series

AA Convertible Preferred Stock, par value $0.0001 per share (the “Series AA Preferred Stock”).

Each share of Series

AA Preferred Stock is entitled to 0.8 votes per share and shall only be convertible immediately following the sale of such shares

on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities

Act or pursuant to an effective registration statement under the Securities Act.

Prior to our uplist to the NYSE, the Series AA

Preferred Stock benefited from certain protective provisions that would require us to obtain the approval of a majority of the

shares of outstanding Series AA Preferred Stock, voting as a separate class, before undertaking certain matters.

to the Merger, the Company was, and after the Merger continues to be, in part, a character-based virtual entertainment business,

and a developer of digital human likeness for celebrities, focused on applications in traditional entertainment, sports entertainment,

live events, social networking, mixed reality (AR/VR) and artificial intelligence.

As a result of the Merger, fuboTV Pre-Merger,

a leading live TV streaming platform for sports, news, and entertainment, became a wholly-owned subsidiary of the Company.

connection with the Merger, on March 11, 2020, the Company and HLEE Finance S.a r.l.

(“HLEE”) entered into

a Credit Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving

line of credit (the “Credit Facility”).

The Credit Facility is secured by substantially all the assets of the Company.

On July 8, 2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement.

The Company did not draw down on the Credit Agreement during its term.

See Notes Payable footnote for more information about the

Credit Facility.

(“HLEE”) entered into a Credit

Agreement, dated as of March 11, 2020, pursuant to which HLEE provided the Company with a $100.0 million revolving line of credit

(the “Credit Facility”).

The Credit Facility was secured by substantially all the assets of the Company.

2020, the Company entered into a Termination and Release Agreement with HLEE Finance to terminate the Credit Agreement.

did not draw down on the Credit Agreement during its term.

March 19, 2020, FaceBank Pre-Merger, Merger Sub, Evolution AI Corporation (“EAI”) and Pulse Evolution Corporation

(“PEC”

and collectively with EAI, Merger Sub and FaceBank Pre-Merger, the “Initial Borrower”) and

FB Loan Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”),

pursuant to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10.1

million (the “Senior Notes”).

The Company received proceeds of $7.4 million, net of an original issue discount of

$2.7 million.

In connection with the FB Loan, FaceBank Pre-Merger, fuboTV Pre-Merger and certain of their respective

subsidiaries granted a lien on substantially of their assets to secure the obligations under the Senior Notes.

The Company made

a $7.5 million payment on the Note Purchase Agreement on May 28, 2020 and paid the remaining balance of $2.6 million on July 3,

Prior to the Merger,

fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018 (the “AMC

Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC Networks Ventures”).

fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets to secure its obligations

The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.8 million outstanding under the

AMC Agreement.

In connection with the Merger, the Company guaranteed the obligations of fuboTV Pre-Merger under

the AMC Agreement on an unsecured basis.

The liens of AMC Networks Ventures on the assets of fuboTV Pre-Merger are senior

to the liens in favor of FB Loan and the Company securing the Senior Notes.

The Company is a leading

digital entertainment company, combining fuboTV Pre-Merger’s direct-to-consumer live TV streaming, or vMVPD, platform with

FaceBank Pre-Merger’s technology-driven IP in sports, movies and live performances.

We expect that this business combination

will create a content delivery platform for traditional and future-form IP.

We plan to leverage FaceBank Pre-Merger’s

IP sharing relationships with leading celebrities and other digital technologies to enhance its already robust sports and

entertainment offerings.

and collectively with EAI, Merger Sub and FaceBank Pre-Merger, the “Initial Borrower”) and FB Loan

Series I, LLC (“FB Loan”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), pursuant

to which the Initial Borrower sold to FB Loan senior secured promissory notes in an aggregate principal amount of $10.1 million

(the “Senior Notes”).

The Company received proceeds of $7.4 million, net of an original issue discount of $2.7 million.

In connection with the FB Loan, FaceBank Pre-Merger, fuboTV Pre-Merger and certain of their respective subsidiaries granted a

lien on substantially all of their assets to secure the obligations under the Senior Notes.

The Company made a $7.5 million payment

on the Note Purchase Agreement on May 28, 2020 and paid the remaining balance of $2.6 million on July 3, 2020.

to the Merger, fuboTV Pre-Merger and its subsidiaries were party to a Credit and Guaranty Agreement, dated as of April 6, 2018

(the “AMC Agreement”), with AMC Networks Ventures LLC as lender, administrative agent and collateral agent (“AMC

Networks Ventures”).

fuboTV Pre-Merger previously granted AMC Networks Ventures a lien on substantially all of its assets

to secure its obligations thereunder.

The AMC Agreement survived the Merger and, as of the Effective Time, there was $23.8 million

outstanding under the AMC Agreement (excluding issuance costs).

In connection with the Merger, the Company guaranteed the obligations

of fuboTV Pre-Merger under the AMC Agreement on an unsecured basis.

The liens of AMC Networks Ventures on the assets of fuboTV

Pre-Merger are senior to the liens in favor of FB Loan and the Company securing the Senior Notes.

Company is a leading digital entertainment company, combining fuboTV Pre-Merger’s direct-to-consumer live TV streaming,

or vMVPD, platform with FaceBank Pre-Merger’s technology-driven IP in sports, movies and live performances.

We expect that

this business combination will create a content delivery platform for traditional and future-form IP.

We plan to leverage FaceBank

Pre-Merger’s IP sharing relationships with leading celebrities and other digital technologies to enhance its already robust

sports and entertainment offerings.

the Merger, while we continue our previous business operations, we are principally focused on offering consumers a leading live

TV streaming platform for sports, news and entertainment through fuboTV.

The Company’s revenues are almost entirely

derived from the sale of subscription services and the sale of advertisements in the United States, though the Company

has started to assess expansion opportunities into international markets, with operations in Canada and the launch in late 2018

of its first ex-North America offering of streaming entertainment, to consumers in Spain.

The Company’s revenues are almost entirely derived

from the sale of subscription services and the sale of advertisements in the United States, though the Company has started to

assess expansion opportunities into international markets, with operations in Canada and the launch in late 2018 of its first

ex-North America offering of streaming entertainment, to consumers in Spain.

subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide

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The fuboTV platform provides, what we believe to be, a superior viewer

experience, with a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites

lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

headquarters are located at 1330 Avenue of the Americas, New York, NY 10019, and our telephone number is (212) 672-0055.

access our websites, including historical financial information pertaining to fuboTV Pre-Merger, at https://fubo.tv, https://ir.fubo.tv,

https://facebankgroup.com and https://ir.facebankgroup.com.

Information contained on our websites is not part of this Quarterly

Report on Form 10-Q and is not incorporated by reference in this Quarterly Report on Form 10-Q.

experience, with a broad suite of unique features and personalization capabilities such as multi-channel viewing capabilities,

favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

of Results of Operations

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revenue consist primarily of fees charged to advertisers who want to display ads (‘impressions”) within the streamed

revenue consists primarily of fees charged to advertisers who want to display ads (‘impressions”) within the streamed

licenses, net

license revenue consists of revenue generated from the sale of software licenses at one of our subsidiaries, Nexway eCommerce

license revenue consists of revenue generated from the sale of software licenses at one of our former subsidiaries, Nexway eCommerce

As a result of the deconsolidation of Nexway AG, which was effective as of March 31, 2020, the Company no longer generates

revenue from software licenses.

revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party.

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and Marketing

and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based

compensation, agency costs, advertising campaigns and branding initiatives.

and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation,

agency costs, advertising campaigns and branding initiatives.

and Development

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on the deconsolidation of a subsidiary.

Company’s deferred tax liability and income tax benefit relates to our amortizable of finite-lived intangible assets.

of Operations for the three and six months ended June 30, 2020 and 2019 (in thousands):

Company’s deferred tax liability and income tax benefit relates to our book and tax basis differences in identifiable intangible

assets and the current tax impact of the amortization of finite-lived intangible assets.

These intangible assets are not deductible

for tax purposes and the deferred tax liability has been established for the amount of such temporary differences expected

to reverse in periods where net operating loss carryforwards will not be available to offset the taxable income generated from

these reversals.

of Operations for the three and nine months ended September 30, 2020 and 2019 (in thousands):

September 30,

Revenues, net

Subscriptions

Advertisements

licenses, net

Software licenses,

Total Revenues

Operating expenses:

related expenses

and transmission

and marketing

and development

and administrative

Subscriber related

Broadcasting and

Sales and marketing

Technology and development

General and administrative

and amortization

operating expenses

Other income (expense):

expense and financing costs

on deconsolidation of Nexway

on issuance of notes, bonds and warrants

in fair value of warrant liability

in fair value of subsidiary warranty liability

in fair value of shares settled liability

in fair value of derivative liability

in fair value of Panda interests

gain on equity method investment

of goodwill and intangible assets

Total operating

Operating loss

Other income (expense):

before income taxes

to June 30, 2019, the Company acquired Facebank AG, Nexway and fuboTV Pre-Merger.

The results of our operations for the three and six

months ended June 30, 2020 include the results of operations of those entities and also include the effects of the

deconsolidation of Nexway as of March 31, 2020.

Because of this, the results of operations for the three and six months ended

June 30, 2020 are not comparable to the results of operations for the three and six months ended June 30,

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, we recognized revenues of $44.2 million, primarily related to $39.5 million of subscription

Interest expense

and financing costs, net

Interest income

Loss on deconsolidation

on extinguishment of debt

Loss on issuance

of common stock and warrants

Change in fair value

of warrant liability

Change in fair value

of subsidiary warranty liability

Change in fair value

of shares settled liability

Change in fair value

of derivative liability

Change in fair value

of Panda interests

Unrealized gain on

equity method investment

Gain on sale of assets

currency exchange loss

income (expense )

Total other income

Loss before income taxes

September 19, 2019, the Company acquired Facebank AG, Nexway and on April 1,2020 fuboTV Pre-Merger.

The results of our operations

for the three and nine months ended September 30, 2020 include the results of operations of Facebank AG and Nexway and also include

the effects of the deconsolidation of Nexway as of March 31, 2020 and the sale of Facebank AG in the three months ended September

The results of our operations for the three and nine months ended September 30, 2020 also include the results of

operations of fuboTV post-Merger.

Because of this, the results of operations for the three and nine months ended September 30,

2020 are not comparable to the results of operations for the three and nine months ended September 30, 2019.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, we recognized revenues of $61.2 million, primarily related to $53.3 million of subscription

revenue, $7.5 million of advertising revenue and $0.2 million in other revenue.

These revenues were generated entirely by fuboTV

post-Merger which occurred on April 1, 2020 and there are no comparable results in the prior year.

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, we recognized revenues of $51.5 million, primarily related to $39.5 million of subscription

revenue and $4.3 million of advertising revenue in connection with the second quarter acquisition of fuboTV Pre-Merger.

These revenues were generated entirely by fuboTV post-Merger which occurred on April 1, 2020 and there are no comparable

results in the prior year.

In addition, we generated $7.3 million related to the sale of software licenses from our acquisition

of Facebank AG.

post-Merger which Merger occurred on April 1, 2020, and there are no comparable results in the prior year.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, we recognized revenues of $112.7 million, primarily related to $92.9 million of subscription

revenue, $11.8 million of advertising revenue and $0.6 million in other revenue in connection with the second quarter acquisition

of fuboTV Pre-Merger.

These revenues were generated entirely by the fuboTV business which we acquired through the Merger that

closed on April 1, 2020, and there are no comparable results in the prior year.

In addition, we generated $7.3 million related

to the sale of software licenses from our acquisition of Facebank AG.

related expenses

and Six Months Ended June 30, 2020 and 2019

the three and six months ended June 30, 2020, we recognized subscriber related expenses of $53.1 million due to affiliate distribution

rights and other distribution costs in connection with the streaming revenue generated from the Merger on April 1, 2020.

were no subscriber related expenses recognized during the three and six months ended June 30, 2019.

Months Ended September 30, 2020 and 2019

the three and nine months ended September 30, 2020, we recognized subscriber related expenses of $61.2 million and 114.3 million,

respectively due to affiliate distribution rights and other distribution costs in connection with the streaming revenue generated

from the fuboTV business, which we acquired through the Merger that closed on April 1, 2020.

were no subscriber related expenses recognized during the three and nine months ended September 30, 2019.

and transmission

and Six Months Ended June 30, 2020 and 2019

the three and six months ended June 30, 2020, we recognized broadcasting and transmission expenses of $9.5 million primarily related

to transmissions of our services in connection with the streaming revenue generated from the Merger on April 1, 2020.

were no broadcasting and transmission expenses recognized during the three and six months ended June 30, 2019.

Months Ended September 30, 2020 and 2019

the three and nine months ended September 30, 2020, we recognized broadcasting and transmission expenses of $9.8 million and $19.3

million, respectively primarily related to transmissions of our services in connection with the streaming revenue generated from

the fuboTV business, which we acquired through the Merger that closed on April 1, 2020.

were no broadcasting and transmission expenses recognized during the three and nine months ended September 30, 2019.

and marketing

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, we recognized sales and marketing expenses of $7.6 million as compared to $0.1

million during the three months ended June 30, 2019.

The increase in sales and marketing expenses were incurred to acquire

new customers to our streaming platform after the Merger on April 1, 2020.

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, we recognized sales and marketing expenses of $11.3 million as compared to $0.3 million during

the six months ended June 30, 2019.

The increase of $11.0 million is primarily related to the $7.5 million of sales and marketing

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, we recognized sales and marketing expenses of $22.3 million as compared to $0.1 million

during the three months ended September 30, 2019.

The increase in sales and marketing expenses were primarily related to marketing

expenses incurred to acquire new customers to our streaming platform after the Merger on April 1, 2020.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, we recognized sales and marketing expenses of $33.5 million as compared to $0.4 million

during the nine months ended September 30, 2019.

The increase in sales and marketing expense is primarily related to marketing

expenses incurred to acquire new customers to our streaming platform after the Merger on April 1, 2020.

The remaining increase

2 unchanged sentences

and development

and Six Months Ended June 30, 2020 and 2019

the three and six months ended June 30, 2020, we recognized technology and development expenses of $9.6 million in connection

with the development of our streaming platform after the Merger on April 1, 2020.

were no technology and development expenses recognized during the three and six months ended June 30, 2019.

and Nine Months Ended September 30, 2020 and 2019

the three and nine months ended September 30, 2020, we recognized technology and development expenses of $10.7 million and $20.3

million in connection with the development of our streaming platform after the Merger on April 1, 2020.

and development expenses incurred during the three and nine months ended September 30, 2019 relate entirely to the consolidation

and Administrative

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, general and administrative expenses totaled $17.3 million, compared to $0.7

million for the three months ended June 30, 2019.

The increase of $16.6 million was primarily related to $8.4

million of incremental general and administrative expenses as a result of the acquisition of fuboTV Pre-Merger and

$6.8 million of professional services due to additional financing and acquisition activities.

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, general and administrative expenses totaled $33.9 million, compared to $1.5

million for the six months ended June 30, 2019.

The increase of $32.4 million was primarily related to $9.2

million compensation expenses and $6.2 million other general and administrative expenses resulting from our 2019 acquisitions

of Facebank AG and Nexway.

In addition, we incurred an additional $8.4 million of incremental general and administrative expenses

as a result of the acquisition of fuboTV Pre-Merger and $6.8 million of professional services due to additional financing and

acquisition activities.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, general and administrative expenses totaled $8.3 million, compared to $2.2 million

for the three months ended September 30, 2019.

The increase of $6.1 million was primarily related to $6.9 million

of incremental general and administrative expenses as a result of the acquisition of fuboTV Pre-Merger offset by a $0.8 million

reduction of expenses due to the deconsolidation of Nexway.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, general and administrative expenses totaled $42.1 million, compared to $3.7 million

for the nine months ended September 30, 2019.

The increase of $38.4 million was primarily related to $24.1 million

of stock compensation expense, $9.6 million of incremental expenses as a result of the acquisition of fubo TV Pre-Merger and $6.2

million of professional services due to additional financing and acquisition activities, offset in part by a $0.8 million reduction

of expenses due to the deconsolidation of Nexway.

and amortization

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, we recognized depreciation and amortization expenses of $14.4 million compared to $5.2 million

during the three months ended June 30, 2019.

The increase of $9.2 million is primarily related to the amortization expenses recognized

on the intangible assets acquired as part of the Merger on April 1, 2020 of $9.1 million.

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, we recognized depreciation and amortization expenses of $19.6 million compared to $10.3 million

during the six months ended June 30, 2019.

The increase of $9.3 million is primarily related to $9.1 of amortization expense recorded

for the intangible assets acquired in connection with the Merger on April 1, 2020.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, we recognized depreciation and amortization expenses of $14.4 million compared to $5.3

million during the three months ended September 30, 2019.

The increase of $9.2 million is primarily related to $9.1 million of

amortization expenses recognized on the intangible assets acquired as part of the Merger on April 1, 2020.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, we recognized depreciation and amortization expenses of $34 million compared to $15.6

million during the nine months ended September 30, 2019.

The increase of $18.4 million is primarily related to $18.1 million of

amortization expense recorded for the intangible assets acquired in connection with the Merger on April 1, 2020.

of intangible assets and goodwill

the three months and nine months ended September 30, 2020, we recognized an impairment of Facebank Pre-Merger intangible assets

and goodwill of $236.7 million.

Income (Expense)

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, we recognized $35.9 million of other expense (net), compared to $1.6 million of other

income (net) during the three months ended June 30, 2019.

The $35.9 million of other expense (net) recognized during the

three months ended June 30, 2020 was primarily related to a $26.8 million loss on the issuance of warrants and $13.3

million of interest expense on our outstanding borrowings.

These expenses were partially offset by a $5.0 million gain

in the fair value of warrant liabilities and $2.6 million unrealized gain on our equity method investment in Nexway.

For the three

months ended June 30, 2019, we recognized $1.6 million of other income (net) primarily related to $2.0 million of gains from the

change in fair value of financial instruments, offset by $0.4 million of interest expense on our outstanding borrowings.

in other expenses are primarily due to the new financings which resulted in loss on issuances of financial instruments, and

additional interest expenses incurred on outstanding borrowings.

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, we recognized $75.2 million of other expense (net), compared to $3.7 million of other income

(net) during the six months ended June 30, 2019.

The $75.2 million of other expense (net) recognized during the six months ended

June 30, 2020 was primarily related to a $50.8 million loss on issuance of convertible notes, bonds and warrants, a $15.9

million of interest expense on our outstanding borrowings, and an $11.9 million loss on the deconsolidation of Nexway.

These expenses

were partially offset by a $4.6 million gain in the fair value of warrant liabilities and $2.6 million unrealized gain on our

equity method investment in Nexway.

For the six months ended June 30, 2019, we recognized $3.7 million of other income (net) related

to a $3.6 million gain in fair value of subsidiary warrant liability and $1.0 million gain in the fair value of derivative liabilities,

partially offset by $0.9 million of interest expense.

The increase in other expenses are primarily due new financings which resulted

in loss on issuances of financial instruments, additional interest expenses incurred on outstanding borrowings and the

loss on the deconsolidation of Nexway.

Months Ended June 30, 2020 and 2019

the three months ended June 30, 2020, we recognized an income tax benefit of $3.5 million, compared to $1.0 million during the

three months ended June 30, 2019.

The increase in income tax benefits for the three months ended June 30, 2020 was related to

the amortization of the deferred tax liability established in connection with the Merger with fuboTV Pre-Merger on April

Months Ended June 30, 2020 and 2019

the six months ended June 30, 2020, we recognized an income tax benefit of $4.5 million, compared to $2.2 million during the six

months ended June 30, 2019.

The increase for the six months ended June 30, 2020 was related to the amortization of the deferred

tax liability established in connection with the Merger with fuboTV Pre-Merger on April 1, 2020.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, we recognized $12 million of other income (net), compared to $1 million of other expense

(net) during the three months ended September 30, 2019.

The increase of $13 million was primarily related to a $7.6 million gain

on the sale of the Facebank AG and Nexway assets, $4.5 million related to the change in fair value of warrant liabilities

and $1.3 million gain on the extinguishment of debt.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, we recognized $37.1 million of other expense (net), compared to $2.7 million of other

income (net) during the nine months ended September 30, 2019.

The increase of $39.8 million of other expense (net) was

primarily related to $16.6 million of incremental net interest expense on our outstanding borrowings, $9.8

million loss on extinguishment of debt, a $11.9 million loss on the deconsolidation of Nexway, $13.5 million loss on issuance

of common stock and warrants and $1.7 million change in fair value of change in shares settled liability.

These expenses were

partially offset by a $7.6 million gain on the sale of the Facebank AG and Nexway assets, $9.1 million gain related to

the change in fair value of warrant liabilities and a $2.6 million unrealized gain on our equity method investment in Nexway.

For the nine months ended September 30, 2019, we recognized $4.4 million of other income (net) related to a change in fair value

of subsidiary warrant liability.

Months Ended September 30, 2020 and 2019

the three months ended September 30, 2020, we recognized an income tax benefit of $16.1 million, compared to $1.0 million during

the three months ended September 30, 2019.

The $15.1 million increase in income tax benefits was related primarily to the impairment

of Facebank Pre-Merger intangible assets.

Months Ended September 30, 2020 and 2019

the nine months ended September 30, 2020, we recognized an income tax benefit of $20.6 million, compared to $3.2 million during

the nine months ended September 30, 2019.

The $17.4 million increase was primarily related to the impairment of Facebank Pre-Merger

intangible assets.

and Going Concern

accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going

concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal

course of business.

Company had cash and cash equivalents of $7.4 million, a working capital deficiency of $258.3 million and an accumulated

deficit of $210.5 million as at June 30, 2020.

The Company incurred a $156.1 million net loss for the six months

ended June 30, 2020.

The Company expects to continue incurring losses in the foreseeable future and will need to raise additional

capital to fund its operations, meet its obligations in the ordinary course of business and execute its longer-term business plan.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the

date that those financial statements are issued.

The condensed consolidated financial statements do not include any adjustments

related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that

might be necessary should the Company be unable to continue as a going concern.

Company’s future capital requirements and the adequacy of its available funds will depend on many factors, including its

ability to successfully attract and retain subscribers, develop new technologies that can compete in a rapidly changing market

with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies

to enhance or complement its product and service offerings.

believes that the Company has access to capital resources through potential issuances of debt and equity securities.

of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and raise additional

Management is currently seeking additional funds, primarily through the issuance of equity securities for cash, to operate

its business.

No assurance can be given that any future financing will be available or, if available, that it will be on terms

that are satisfactory to the Company.

Even if the Company is able to obtain additional financing, it may contain undue restrictions

on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in the case of an equity

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material

impact on its long-term development timeline and its liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID

However, the Company is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and

the actions implemented to combat the virus throughout the world.

Given the daily evolution of the COVID-19 outbreak

and the global response to curb its spread, COVID-19 may affect the Company’s results of operations, financial condition

or liquidity.

accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern,

which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of

had cash and cash equivalents of $38.9 million, a working capital deficiency of $189.1 million and an accumulated deficit of $458.6

million at September 30, 2020.

We incurred a $404.1 million net loss for the nine months ended September 30, 2020.

While we expect to continue incurring losses in the foreseeable future, we successfully raised $183 million in October 2020,

net of offering expenses, through a public offering of our common stock.

The proceeds from this offering provide us with the necessary

liquidity to continue to as a going concern for a period of at least one year from the date these financial statements are issued.

future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully

attract and retain subscribers, develop new technologies that can compete in a rapidly changing market with many competitors and

the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement

our product and service offerings.

addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development

timeline and our liquidity due to the worldwide spread of a novel strain of coronavirus (“COVID 19”).

are continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat

the virus throughout the world.

Given the daily evolution of the COVID-19 outbreak and the global response to curb its spread,

COVID-19 may affect our results of operations, financial condition or liquidity.

Flows (in thousands)

Months Ended June 30,

used in operating activities

Net cash used in investing

cash provided by financing activities

Net increase in cash

and cash equivalents

the six months ended June 30, 2020, net cash used in operating activities was $42.3 million, which consisted of our net

loss of $156.1 million, adjusted for non-cash movements of $102.0 million.

Months Ended September 30,

Net cash provided by (used

in) operating activities

Net cash provided by used in investing activities

Net cash provided

by financing activities

Net increase in cash and cash equivalents

the nine months ended September 30, 2020, net cash used in operating activities was $72.5 million, which consisted of

our net loss of $404.1 million, adjusted for non-cash movements of $305.1 million.

The non-cash movements included

million of losses on issuance of convertible notes, bonds and warrants, $19.6 million of depreciation and amortization

expenses primarily related to intangible assets, $17.8 million stock-based compensation, $11.0 million of amortization

of debt discounts, $8.6 million loss on deconsolidation of Nexway partially offset by $4.6 million of change in fair value

of warrant liability and $4.5 million of deferred income tax benefits.

Changes in operating assets and liabilities resulted in

cash inflows of approximately $11.8 million, primarily due to a net increase in accounts payable, accrued expenses and

other current liabilities of $11.7 million due to timing of payments.

the six months ended June 30, 2019, net cash used in operating activities was $1.5 million, which consisted of our net loss of

$6.2 million, adjusted for non-cash movements of $4.3 million.

The non-cash movements included $10.3 million of depreciation and

amortization expenses primarily related to intangible assets, $0.5 million of amortization of debt discounts and $0.3 million

$236.7 impairment of Facebank Pre-Merger intangible assets and goodwill, $34 million of depreciation and amortization

expenses primarily related to intangible assets, $24.1 million of stock-based compensation, $13.5 million of loss on

issuance of common stock and warrants, $12.3 million of amortization of debt discounts, $9.8 million loss on

extinguishment of debt, $8.6 million loss on deconsolidation of Nexway, $1.7 million of change in fair value of shares

settled liability and $1 million of loss on foreign currency exchange, partially offset by $20.6 million of deferred income

tax benefit, $9.1 million of change in fair value of warrant liability, $7.6 million gain on the sale of assets and $2.6

million of unrealized gain on investments.

Changes in operating assets and liabilities resulted in cash inflows of

approximately $52.6 million, primarily due to a net increase in accounts payable, accrued expenses and other current

liabilities of $32.9 million due to timing of payments, a net decrease in prepaid expenses and other current assets

of $10.6 million and a net increase in deferred revenue of $6.6 million.

the nine months ended September 30, 2019, net cash provided by operating activities was $1.3 million, which consisted of our net

loss of $13.1 million, adjusted for non-cash movements of $7.5 million.

The non-cash movements included $15.6 million of depreciation

and amortization expenses primarily related to intangible assets, $0.5 million of amortization of debt discounts and $0.6 million

of accrued interest expense related to our notes payable, partially offset by $4.4 million related to the change in fair value

of our financial instruments and $2.2 million of deferred income tax benefits.

Changes in operating assets and liabilities resulted

in cash inflows of approximately $0.4 million, primarily consisted of increases in accounts payable and accrued expenses of $0.5

million due to timing of payments.

the six months ended June 30, 2020, net cash used in investing activities was $0.7 million, which consisted of a $10.0

million advance to fuboTV Pre-Merger, offset by net cash paid of $9.4 million for the acquisition of fuboTV Pre-Merger

and $0.1 million of capital expenditures.

the six months ended June 30, 2019, net cash used in investing activities was $0.4 million, which primarily consisted of our $1.0

million payment for our investment in Panda Productions (HK) Limited (“Panda”), offset by $0.7 million received

from accredited investors for an interest in Panda.

the six months ended June 30, 2020, net cash provided by financing activities was $44.1 million.

of subsidiary warrant liability, $3.2 million of deferred income tax benefits, $1 million of change in fair value of derivative

liability and $0.6 million of other adjustments.

Changes in operating assets and liabilities resulted in cash outflows of approximately

$0.1 million, primarily consisted of increases in accounts receivable of $3.6 million offset by increases in accounts payable

and accrued expenses of $3.4 million due to timing of payments.

the nine months ended September 30, 2020, net cash used in investing activities was $1.3 million, which consisted of a

$10.0 million advance to fuboTV Pre-Merger, $0.6 million cash paid as part of the disposition of Facebank AG and $0.1 million

of capital expenditures, offset by $9.4 million of net cash acquired in the acquisition of fuboTV Pre-Merger.

the nine months ended September 30, 2019, net cash provided by investing activities was $1.6 million, which primarily consisted

of our $2.3 million acquisition of Facebank AG and Nexway, $0.7 million sale of profits interest in our investment in Panda Productions

(HK) Limited (“Panda”), partially offset by a $1.1 million payment for our investment in Panda and $0.3 million for

the purchase of intangible assets.

the nine months ended September 30, 2020, net cash provided by financing activities was $106.3 million.

The net cash provided

is primarily related to $28.9 million of proceeds received from the sale of our common stock, $23.6 million of proceeds

received in connection with short-term and long-term borrowings and $3.0 million of proceeds received from the issuance of convertible

is primarily related to $97.1 million of proceeds received from the sale of our common stock, $33.6 million of proceeds received

in connection with short-term and long-term borrowings and $3.0 million of proceeds received from the issuance of convertible

These proceeds were partially offset by repayments of $11.6 million in connection with the Note Purchase Agreement, $8.4

$1.3 million in connection with our loan with AMC Networks Ventures, LLC, $1.1 million in connection with convertible notes

and $0.9 million in connection with our Revenue Participation Agreement.

the six months ended June 30, 2019, net cash provided by financing activities was $2.0 million.

The net cash provided is primarily

related to $2.2 million of proceeds received from the sale of our common stock and warrants and 0.4 million of proceeds from related

These proceeds were partially offset by repayments of $0.5 million of our convertible notes.

million of notes payable, $3.9 million in connection with convertible notes, $2.5 million in connection with our loan with AMC

Networks Ventures, LLC, and $0.9 million in connection with the redemption of Series D preferred stock.

the nine months ended September 30, 2019, net cash provided by financing activities was $3.0 million.

The net cash provided is

primarily related to $2.9 million of proceeds received from the sale of our common stock and warrants, $0.5 million from the sale

of preferred stock and $0.4 million of proceeds from related parties.

These proceeds were partially offset by repayments of $0.5

million of our convertible notes and repayments of $0.3 million of our notes payable.

Sheet Arrangements

of June 30, 2020, there were no off-balance sheet arrangements.

of September 30, 2020, there were no off-balance sheet arrangements.

Accounting Policies

7 unchanged sentences

from those estimates.

Those estimates and assumptions include revenue recognition, allocating the fair value of purchase consideration

issued in business acquisitions, investments, depreciable lives of property and equipment, analysis of impairments of recorded

goodwill and other long-term assets, accruals for potential liabilities, assumptions made in valuing derivative liabilities, assumptions

made when estimating the fair value of equity instruments issued in share-based payment arrangements and deferred income taxes

and related valuation allowance.

Those estimates and assumptions include, but are not limited to, fair value of stock-based awards, fair

value of equity instruments, impairment of goodwill and intangible assets, allocating the fair value of purchase consideration

issued in business acquisitions, and accounting for income taxes, including the valuation allowance on deferred tax assets.

have been no material changes to our critical accounting policies from those disclosed in Part II, Item 7, “Management’s

2 unchanged sentences

from Customers

recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the

“revenue

recognize revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the “revenue

standard”).

10 unchanged sentences

Recognize revenue when the company satisfies a performance obligation

revenue is recognized at a point in time when we satisfy a performance obligation by transferring control of the promised services

to the customers.

Advertising revenue is recognized at a point in time when we satisfy a performance obligation by transferring

control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

revenue is recognized when we satisfy a performance obligation by transferring control of the promised services to the customers.

Advertising revenue is recognized at a point in time when we satisfy a performance obligation by transferring control of the promised

services to the advertiser, which generally is when the advertisement has been displayed.

Issued Accounting Pronouncements

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements