What changed in this filing

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Item 1A. Risk Factors

2020-11-16 compared with 2020-08-13 · 653 added, 393 removed, 717 unchanged (59% of the section changed)

On April 1, 2020, we consummated the acquisition of fuboTV Inc.,

a Delaware corporation by the merger of fuboTV Acquisition Corp., our wholly-owned subsidiary, with and into fuboTV Inc., a Delaware

corporation which we refer to as the “Merger.”

April 1, 2020, we consummated the acquisition of fuboTV Inc., a Delaware corporation by the merger of fuboTV Acquisition Corp.,

our wholly-owned subsidiary, with and into fuboTV Inc., a Delaware corporation which we refer to as the “Merger.”

In this Item 1A, unless the context otherwise requires, “we,”

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refers to the combined company post-Merger –

or fuboTV, and its subsidiaries, including fuboTV Sub.

“FaceBank Pre-Merger”

fuboTV Inc., or fuboTV, and its subsidiaries, including fuboTV Sub.

“FaceBank

Pre-Merger”

refers to FaceBank Group, Inc.

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.

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.

have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability.

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to business challenges could be significantly impaired, and our business may be harmed.

restatement of our previously issued financial statements could expose us to risks that could materially adversely affect our

financial position, results of operations and cash flows.

have restated our previously-issued financial statements for the year ended December 31, 2019 and quarter ended March 31, 2020.

These restatements, and the remediation efforts we intend to undertake could expose us to a number of risks that could materially

adversely affect our financial position, results of operations and cash flows.

streaming is highly competitive and many companies, including large technology companies, TV brands, and service operators, are

actively focusing on this industry.

If we fail to differentiate ourselves and compete successfully with these companies, it will

be difficult for us to attract subscribers and our business will be harmed.

have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses

in the future or otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence

in the accuracy and completeness of our financial reports.

a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses

in such internal control.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness

of our internal control over financial reporting.

This assessment includes disclosure of any material weaknesses identified by

our management in our internal control over financial reporting.

Our independent registered public accounting firm will not be

required to attest to the effectiveness of our internal control over financial reporting until our first annual report required

to be filed with the Securities and Exchange Commission, or SEC, following the later of the date we are deemed to be an “accelerated

or a “large accelerated filer,”

each as defined in the Securities Exchange Act of 1934, as amended.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there

is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or

detected on a timely basis.

connection with the audit of the financial statements of FaceBank Pre-Merger as of and for the fiscal year ended December 31,

2019, we and our independent registered public accounting firm identified several material weaknesses in FaceBank Pre-Merger’s

internal control over financial reporting:

Pre-Merger has failed to adequately invest in its accounting and reporting functions such that it is unable to timely record

transactions, reconcile accounts and convert local GAAP produced information outside of the United States into U.S.

GAAP-compliant

information to timely prepare and adequately review financial statements in accordance with U.S.

GAAP across the spectrum

of entities within the consolidated group.

Pre-Merger has not retained adequate financial and accounting personnel on a continuous basis, and such limited personnel

are not involved when decisions are made by management, so they lack critical time and information in order to properly and

timely report on the transactions and events.

Pre-Merger management in the United States has failed to set up reporting functions and to manage the operations of majority-owned

subsidiaries in Europe such that it is unable to timely produce the required accounting information for filing under its 1934

Act requirements.

Pre-Merger at the parent level has not made the investment required to properly document and maintain an effective internal

control system in compliance with the requirements of the Committee of Sponsoring Organizations of the Treadway Commission

Pre-Merger has failed to timely test for impairment of intangible assets and goodwill at its acquisition subsidiaries.

Pre-Merger failed to timely record revenue in the proper net form as agent and not principal by its subsidiary Nexway AG.

the Merger, the Company has taken steps to address the internal control deficiencies that contributed to the material weaknesses,

transitioning

responsibility over the accounting function to the finance personnel of fuboTV Pre-Merger, including individuals with prior

experience working for finance departments of public companies;

additional experienced finance and accounting personnel with technical accounting experience, supplemented by third-party

and formally assessing our accounting and financial reporting policies and procedures, and implementing segregation of duties

in key functions;

significant accounting transactions and other technical accounting and financial reporting issues, preparing accounting memoranda

addressing these issues and maintaining these memoranda in our corporate records timely;

the compilation processes, documentation and monitoring of our critical accounting estimates;

processes for creating an effective and timely close process.

implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness

of internal controls over a sustained period of financial reporting cycles.

If we are unsuccessful in remediating the material

weaknesses and otherwise establishing and maintaining an effective system of internal control over financial reporting, the reliability

of our financial reporting, investor confidence in us and the value of our common stock could be materially adversely affected.

We can give no assurance that implementation of our plans will remediate these deficiencies in internal control or that additional

material weaknesses in our internal control over financial reporting will not be identified in the future.

internal control over financial reporting is necessary for us to provide reliable and timely financial reports and, together with

adequate disclosure controls and procedures, are designed to reasonably detect and prevent fraud.

Our failure to implement and

maintain effective internal control over financial reporting could result in errors in our consolidated financial statements that

could result in a restatement of our consolidated financial statements and could cause us to fail to meet our reporting obligations.

In addition, we could become subject to investigations by the stock exchange on which our common stock is listed, the SEC or other

regulatory authorities, which could require additional financial and management resources.

are not in compliance with the payment obligations of a significant number of our significant content agreements.

are not in compliance with the payment obligations of a significant number of our significant content provider agreements as a

result of our inability to make certain fee payments required pursuant to such agreements or our failure to make such payments

While we are currently working with our content partners and/or negotiating the terms of these agreements, if we are

unsuccessful in renegotiating these agreements or receiving waivers of the due date of payments required thereunder, our partners

could terminate these agreements and require us to make these fee payments in their entirety.

Further, if our content partners

terminate our agreements, we will also lose the right to include their content on our platform.

Many of our content partners have

an ability to terminate our agreements if we fail to maintain a certain content mix on our platform, so if certain content partners

terminate our agreements due to our failure to make payments, we could also lose other content partners, which would likely further

depress subscriber acquisition and retention and adversely affect our business, results of operations and financial condition.

long-term and fixed cost nature of certain of our content commitments may limit our operating flexibility and could adversely

affect our liquidity and results of operations.

connection with licensing streaming content, we typically enter into multi-year agreements with content providers.

These agreements

have sometimes required us to pay minimum license fees for content that are not tied to subscriber usage or the size of our subscriber

Given the multiple-year duration and sometimes fixed cost nature of content commitments, if subscriber acquisition and retention

do not meet our expectations, our margins may be adversely impacted, and we may not be in a position to make the minimum guarantee

payments required under certain content licenses.

We have already failed to make minimum guarantee payments to certain key programmers

and may not be in a position to make similar payments in the future.

If we do not make these payments, then we may lose access

to such content, which in turn may further depress subscriber acquisition or retention, cause other programmers to exercise termination

rights due to the content mix available through our service, or impact our ability to obtain content from other programmers.

terms for certain content commitments, such as content we directly produce, will typically require more up-front cash payments

than other content licenses or arrangements whereby we do not fund the production of such content.

the extent subscriber and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely

affected as a result of content commitments and payment requirements of certain agreements.

In addition, the long-term and fixed

cost nature of certain of our commitments may limit our flexibility in planning for, or reacting to changes in our business and

the market segments in which we operate.

If we license and/or produce content that is not favorably received by consumers in a

territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term

and fixed cost nature of certain of our content commitments, we may not be able to adjust our content offering quickly and our

results of operations may be adversely impacted.

streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands,

and service operators, are actively focusing on this industry.

If we fail to differentiate ourselves and compete successfully

with these companies, it will be difficult for us to attract or retain subscribers and our business will be harmed.

streaming is increasingly competitive and global.

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us to continue to update the features and functionality of our streaming platform for subscribers and advertisers.

such as Netflix, Amazon.com, Dish Network, Apple Inc.

and Google Inc.

offer TV streaming products that compete with our platform.

In many cases, these competitors have the financial resources to subsidize the cost of their streaming devices in order to promote

their other products and services making it harder for us to acquire new subscribers and increase hours streamed.

Some of these

companies also promote their brands through traditional forms of advertising, such as TV commercials, as well as Internet advertising

or website product placement, and have greater resources than us to devote to such efforts.

such as AT&T, Comcast, Cablevision, Cox and Altice, along with vMVPDs, such as YouTube TV, Hulu Live and Sling TV offer

TV streaming products that compete with our platform.

In many cases, these competitors have the financial resources to subsidize

the cost of their streaming devices in order to promote their other products and services making it harder for us to acquire new

subscribers and increase hours streamed.

Similarly, some service operators, such as Comcast and Cablevision, offer TV streaming

applications as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband

delivery networks and name recognition to gain traction in the TV streaming market.

Some of these companies also promote their

brands through traditional forms of advertising, such as TV commercials, as well as Internet advertising or website product placement,

and have greater resources than us to devote to such efforts.

addition, many TV brands, such as LG, Samsung Electronics Co., Ltd.

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also incorporate TV streaming functionality.

Similarly, some service operators, such as Comcast and Cablevision, offer TV streaming

applications as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband

delivery networks and name recognition to gain traction in the TV streaming market.

expect competition in TV streaming from the large technology companies and service operators described above, as well as new and

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otherwise harm our business.

long-term and fixed cost nature of certain of our content commitments may limit our operating flexibility and could adversely

affect our liquidity and results of operations.

connection with licensing streaming content, we typically enter into multi-year agreements with content providers.

These agreements

have sometimes required us to pay minimum license fees for content that are not tied to subscriber usage or the size of our subscriber

Given the multiple-year duration and sometimes fixed cost nature of content commitments, if subscriber acquisition and retention

do not meet our expectations, our margins may be adversely impacted, and we may not be in a position to make the minimum guarantee

payments required under certain content licenses.

We have already failed to make minimum guarantee payments to certain key programmers

and may not be in a position to make similar payments in the future.

If we do not make these payments, then we may lose access

to such content, which in turn may further depress subscriber acquisition or retention, cause other programmers to exercise termination

rights due to the content mix available through our service, or impact our ability to obtain content from other programmers.

terms for certain content commitments, such as content we directly produce, will typically require more up-front cash payments

than other content licenses or arrangements whereby we do not fund the production of such content.

Additionally, we are currently

in breach under certain of our content provider agreements as a result of our unwillingness to make certain fixed fee payments

required pursuant to such agreements.

We are currently negotiating the terms of these agreements, and in particular, fixed fee

payments required thereunder, but if we are unsuccessful in renegotiating these agreements or the payments required thereunder,

our partners could terminate these agreements and require us to make these fixed fee payments in their entirety, which could adversely

affect our business, results of operations and financial condition.

the extent subscriber and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely

affected as a result of content commitments and accelerated payment requirements of certain agreements.

In addition, the long-term

and fixed cost nature of certain of our content commitments may limit our flexibility in planning for, or reacting to changes

in our business and the market segments in which we operate.

If we license and/or produce content that is not favorably received

by consumers in a territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and

given the long-term and fixed cost nature of certain of our content commitments, we may not be able to adjust our content offering

quickly and our results of operation may be adversely impacted.

revenue and gross profit are subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations,

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to raise additional capital.

global spread of COVID-19 and the various attempts to contain it have created significant volatility, uncertainty and

economic disruption.

In response to government mandates, health care advisories and employee concerns, we have altered

certain aspects of our operations.

Our workforce has had to spend a significant amount of time working from home, which may

impact their productivity.

Travel has been severely curtailed, and virtually all professional and college sports leagues have

cancelled or altered seasons and events.

Such limitations caused by the pandemic have also resulted in us seeking previous

extensions for our current and periodic filings with the SEC.

As a result, our broadcasting partners had and are having to

substitute other content in the place of previously scheduled live sporting events.

While professional sports are returning

in the United States, there is no guarantee that those seasons continue uninterrupted or at all.

The potential further delay

or cancellation of professional and college sports may cause us to temporarily have less popular content available on our

platform, which could negatively impact consumer demand for and subscription retention to our platform and our number of paid

global spread of COVID-19 and the various attempts to contain it have created significant volatility, uncertainty and economic

In response to government mandates, health care advisories and employee concerns, we have altered certain aspects

of our operations.

Travel has been curtailed, and numerous professional and college sports leagues have cancelled or altered

seasons and events.

As a result, our broadcasting partners had and are having to substitute other content in the place of previously

scheduled live sporting events.

While professional sports are returning in the United States, there is no guarantee that those

seasons continue uninterrupted or at all.

The potential further delay or cancellation of professional and college sports may cause

us to temporarily have less popular content available on our platform, which could negatively impact consumer demand for and subscription

retention to our platform and our number of paid subscribers.

full extent to which the COVID-19 pandemic and the various responses to it impacts our business, operations and financial results

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resulting in an increase in cancellations.

If we need to access the capital markets, there can be no assurance that financing

may be available on attractive terms, if at all.

We will continue to actively monitor the issues raised by the COVID-19 pandemic

and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities,

or that we determine are in the best interests of our employees, subscribers and shareholders.

It is not clear what the potential

effects any such alterations or modifications may have on our business, including the effects on our subscribers, or on our financial

There can be no assurance that financing may be available on attractive terms,

Our workforce has had to spend a significant amount of time working from home, which may impact their productivity.

Such limitations caused by the pandemic have also resulted in us seeking extensions for our current and periodic filings with

We will continue to actively monitor the issues raised by the COVID-19 pandemic and may take further actions that

alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in

the best interests of our employees, subscribers and shareholders.

It is not clear what the potential effects any such alterations

or modifications may have on our business, including the effects on our subscribers, or on our financial results.

we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers.

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impact our ability to attract and retain subscribers.

In addition, many of our subscribers rejoin our platform or originate from

word-of-mouth advertising from existing subscribers.

If our efforts to satisfy our existing subscribers are not successful, we

may not be able to attract subscribers, and as a result, our ability to maintain and/or grow our business will be adversely affected.

If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features,

adjust pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them, we may

not be able to attract and retain subscribers.

Subscribers cancel their subscription for many reasons, including due to a perception

that they do not use the platform sufficiently, the need to cut household expenses, availability of content is unsatisfactory,

In addition, many of our subscribers re-join our platform or originate

from word-of-mouth referrals from existing subscribers.

If our efforts to satisfy our existing subscribers are not successful,

we may not be able to attract subscribers, and as a result, our ability to maintain and/or grow our business will be adversely

If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing

features, adjust pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them,

we may not be able to attract and retain subscribers.

Subscribers cancel their subscription for many reasons, including due to

a perception that they do not use the platform sufficiently, the need to cut household expenses, availability of content is unsatisfactory,

competitive services provide a better value or experience and customer service issues are not satisfactorily resolved.

continually add new subscriptions both to replace canceled subscriptions and to grow our business beyond our current subscription

continually add new subscriptions both to replace cancelled subscriptions and to grow our business beyond our current subscription

While we permit multiple subscribers within the same household to share a single account for non-commercial purposes, if

account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted.

If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature and contracted over several

years, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth

rate such that our margins, liquidity and results of operation may be adversely impacted.

If we are unable to successfully compete

with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will

be adversely affected.

Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly

higher marketing expenditures than we currently anticipate replacing these subscribers with new subscribers.

account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely

If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature and contracted

over several years, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with

the lowered growth rate such that our margins, liquidity and results of operations may be adversely impacted.

If we are unable

to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers,

our business will be adversely affected.

Further, if excessive numbers of subscribers cancel our service, we may be required to

incur significantly higher marketing expenditures than we currently anticipate replacing these subscribers with new subscribers.

connection with a transition to a new independent registered accounting firm, there is a risk that the new independent registered

accounting firm might disagree with certain accounting positions which may result in a restatement of our previously issued financial

have recently engaged KPMG LLP, or KPMG, as our new independent registered accounting firm.

In connection with KPMG’s audit

of fiscal year 2020, KPMG will review our previously issued financial statements and, in the course of such review, may take positions

contrary to those taken by us in consultation with our previous independent registered public accounting firms.

If KPMG were to

take such contrary positions, the impact of the divergent positions could result in us restating our previously issued financial

Any such restatement could adversely affect our reputation and business.

actual operating results may differ significantly from our guidance.

time to time, we may release guidance regarding our future performance.

Guidance is based upon a number of assumptions and estimates

that, although presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties

and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business

decisions, some of which will change.

The principal reason that we release this data is to provide a basis for our management

to discuss our business outlook with analysts and investors.

We do not accept any responsibility for any projections or reports

published by any third parties.

is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished

by us will not materialize or will vary significantly from actual results.

Accordingly, our guidance is only an estimate of what

management believes is realizable as of the date of this prospectus.

Any failure to successfully implement our operating strategy

or the occurrence of any of the risks or uncertainties set forth in this prospectus could result in actual results being different

than the guidance, and such differences may be adverse and material.

In light of the foregoing, investors are urged to put the

guidance in context and not to place undue reliance on it.

could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were

not properly authorized or documented.

have determined that there have been defects with respect to certain historical corporate transactions, including transactions

that were not or may not have been properly approved by our board of directors, transactions that may have breached our organizational

documents, or transactions that may not have been adequately documented.

we have attempted to narrow potential future claims by taking certain remedial corporate actions, the scope of liability with

respect to such defects is uncertain and we cannot be sure that these actions will entirely remediate these defects or that we

will not receive claims in the future from other persons asserting rights to shares of our capital stock, to stock options, or

to amounts owed under other equity or debt instruments or investment contracts.

To the extent any such claims are successful,

the claims could result in dilution to existing shareholders, payments by us to note holders or security holders, us having to

comply with registration or other investor rights, which could have a material adverse effect on our business, financial condition

and results of operations.

agreements with distribution partners contain parity obligations which limit our ability to pursue unique partnerships.

agreements with distribution partners contain obligations which require us to offer them the same technical features, content,

pricing and packages that we make available to our other distribution partners and also require us to provide parity in the marketing

of the availability of our application across our distribution partners.

These parity obligations may limit our ability to pursue

technological innovation or partnerships with individual distribution partners and may limit our capacity to negotiate favourable

transactions with different partners or otherwise provide improved products and services.

As our technical feature developments

progress at varying speeds and at different times with different distribution partners, we currently offer some enhanced technical

features on distribution platforms that we do not make available on other distribution platforms, which limits the quality and

uniformity of our offering to all consumers across our distribution platforms.

In addition, delays in technical developments across

our distribution partners puts us at risk of breaching our parity obligations with such distribution platforms, which threatens

the certainty of our agreements with distribution partners.

agreements with certain distribution partners contain obligations which require us to offer them the same technical features,

content, pricing and packages that we make available to our other distribution partners and also require us to provide parity

in the marketing of the availability of our application across our distribution partners.

These parity obligations may limit our

ability to pursue technological innovation or partnerships with individual distribution partners and may limit our capacity to

negotiate favorable transactions with different partners or otherwise provide improved products and services.

As our technical

feature developments progress at varying speeds and at different times with different distribution partners, we currently offer

some enhanced technical features on distribution platforms that we do not make available on other distribution platforms, which

limits the quality and uniformity of our offering to all consumers across our distribution platforms.

In addition, delays in technical

developments across our distribution partners puts us at risk of breaching our parity obligations with such distribution platforms,

which threatens the certainty of our agreements with distribution partners.

we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed.

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We grow ad inventory by adding and retaining content providers on our platform with ad-supported channels that we can monetize.

The amount, quality and cost of inventory available to us can change at any time.

If we are unable to grow and maintain a sufficient

supply of quality video advertising inventory at reasonable costs to keep up with demand, our business may be harmed.

We operate in a highly competitive industry and we compete for advertising

revenue with other Internet streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and

satellite TV and satellite and Internet radio.

We may not be successful in maintaining or improving our fill-rates or cost per

mille (“CPMs”).

If we are unable to grow and maintain a sufficient supply of quality video advertising inventory at reasonable costs to keep up

with demand, our business may be harmed.

operate in a highly competitive industry and we compete for advertising revenue with other Internet streaming platforms and services,

as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and Internet radio.

We may not be

successful in maintaining or improving our fill-rates or cost per mille (“CPMs”).

competitors offer content and other advertising mediums that may be more attractive to advertisers than our TV streaming platform.

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may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities.

We are currently delinquent in filing annual tax returns with the

Internal Revenue Service and several states.

FaceBank Pre-Merger has not filed its federal and state income tax returns for several

We are in the process of working to remedy this issue by filing these delinquent tax returns.

We may be subject to penalties

and interest with the tax authorities because of the late tax returns.

There can be no assurance that we remedy our delinquent

filings sufficiently, and we may face penalties and fees which would adversely affect our operating results and investors’

confidence in our internal operations.

of our subsidiaries are currently delinquent in filing annual

tax returns with the Internal Revenue Service and several states..

We are in the process of working with our subsidiaries

to remedy this issue by filing these delinquent tax returns.

We may be subject to penalties and interest with the tax authorities

because of the late tax returns.

There can be no assurance that we will remedy our delinquent filings sufficiently, and

we may face penalties and fees which would adversely affect our operating results and investors’

confidence in our internal

could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase

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We have not always collected sales and other similar taxes in all jurisdictions in which we are

required to, and we are working with our tax advisors to determine our collection obligations in each jurisdiction.

obligated to collect and remit sales tax in jurisdictions in which we have not collected and remitted sales tax.

assertion by one or more states requiring us to collect taxes where we historically have not or presently do not do so could result

in substantial tax liabilities, including taxes on past sales, as well as penalties and interest.

The imposition by state governments

or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens

for us and decrease our future sales, which could adversely affect our business and operating results.

required to, We may be obligated to collect and remit sales tax in jurisdictions in which we have not previously collected

and remitted sales tax.

A successful assertion by one or more states requiring us to collect taxes where we historically have

not or presently do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties

and interest.

The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers

could also create additional administrative burdens for us and decrease our future sales, which could adversely affect our business

and operating results.

are subject to taxation-related risks in multiple jurisdictions.

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Significant judgment is

required in determining our global provision for income taxes, deferred tax assets or liabilities and in evaluating our tax positions

on a worldwide basis.

While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct

our business, it is possible that these positions may be challenged by jurisdictional tax authorities, which may have a significant

impact on our global provision for income taxes.

required in determining our global provision for income taxes, value added and other similar taxes, deferred tax assets or liabilities

and in evaluating our tax positions on a worldwide basis.

It is possible that our tax positions may be challenged by jurisdictional

tax authorities, which may have a significant impact on our global provision for income taxes.

laws are being re-examined and evaluated globally.

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Tax authorities are increasingly scrutinizing the tax positions

of companies.

or other foreign tax authorities change applicable tax laws, our overall liability could increase, and our

business, financial condition or results of operations may be adversely impacted.

of multinational companies.

or other foreign tax authorities change applicable tax laws, our overall liability

could increase, and our business, financial condition or results of operations may be adversely impacted.

might not be able to utilize a significant portion of our net operating loss carryforwards.

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loss carryforwards to offset its post-change income may be limited.

We have not determined whether we have experienced Section

382 ownership changes in the past, and therefore a portion of our net operating loss carryforwards may be subject to an annual

limitation under Section 382 of the Code.

In addition, we may experience ownership changes in the future as a result of subsequent

changes in our stock ownership, including this offering, some of which may be outside of our control.

A past or future ownership

change that materially limits our ability to use our historical net operating loss and tax credit carryforwards may harm our future

operating results by effectively increasing our future tax obligations.

We have not determined whether we have experienced ownership

changes in the past, and therefore a portion of our net operating loss carryforwards may be subject to an annual limitation under

Section 382 of the Code.

In addition, we may experience ownership changes in the future as a result of subsequent changes in our

stock ownership, some of which may be outside of our control.

A past or future ownership change that materially limits our ability

to use our historical net operating loss and tax credit carryforwards may harm our future operating results by effectively increasing

our future tax obligations.

we fail to comply with the reporting obligations of the Exchange Act, our business, financial condition, and results of operations,

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reports, quarterly reports, and current reports.

Our failure to prepare and disclose this information in a timely manner and meet

our reporting obligations in their entirety could subject us to penalties under federal securities laws and regulations of the

exchange we are listed on, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all.

In the past, we have failed to prepare

and disclose this information in a timely manner Our failure to prepare and disclose this information in a timely manner

and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws and regulations

of the exchange we are listed on, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at

to the Merger, fuboTV Pre-Merger was not a public company and FaceBank Pre-Merger had limited resources.

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operations, information technology and regulatory compliance.

have been and expect to continue to experience significant growth in the number of our employees and the scope of our operations,

particularly in the areas of sales and marketing and finance and accounting.

Prior to such expansion, as a result of previously

maintaining a limited legal, finance and accounting staff, we may later determine that certain related party transactions were

not properly identified, reviewed and approved prior to us entering into them with such related parties.

expect to experience significant growth in the number of our employees and the scope of our operations.

Prior to such expansion,

as a result of previously maintaining a limited staff, we may later determine that certain related party transactions were not

properly identified, reviewed and approved prior to us entering into them with such related parties.

we seek to increase staffing levels to manage our anticipated future growth, we must continue to implement and improve our managerial,

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Additionally,

for our recent Exchange Act filings, we have relied on an order (the “Order”) issued by the SEC pursuant to Section

36 of the Exchange Act (Release No.

34-88465), permitting filing extensions to certain public companies based on the COVID-19

We relied upon this permissible extension in good faith after analyzing, among other things, the fact that our books

and records were not easily accessible, which resulted in delays in preparation and completion of our financial statements, and

that the various governmental mandatory closures of businesses have precluded our personnel, particularly our senior accounting

staff, from obtaining access to our subsidiaries’

books and records necessary to prepare our financial statements.

this analysis, we believe that we satisfied all eligibility criteria to take advantage of these extensions.

If it is later determined

that we were ineligible to rely upon the Order for such extensions, our filings could be deemed to be late, which could have a

material adverse effect on our ability to raise capital, which could have a material adverse effect on our business, results of

operations, and financial condition.

for certain of our recent Exchange Act filings, we have relied on an order (the “Order”) issued by the SEC

pursuant to Section 36 of the Exchange Act (Release No.

34-88465), permitting filing extensions to certain public companies based

on the COVID-19 pandemic.

We relied upon this permissible extension in good faith after analyzing, among other things, the fact

that our books and records were not easily accessible, which resulted in delays in preparation and completion of our financial

statements, and that the various governmental mandatory closures of businesses have precluded our personnel, particularly our

senior accounting staff, from obtaining access to our subsidiaries’

books and records necessary to prepare our financial

Following this analysis, we believe that we satisfied all eligibility criteria to take advantage of these extensions.

If it is later determined that we were ineligible to rely upon the Order for such extensions, our filings could be deemed to be

late, which could have a material adverse effect on our ability to raise capital, which could have a material adverse effect on

our business, results of operations, and financial condition.

will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements,

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and other reporting.

Our user metrics and other estimates are subject to inherent challenges

in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and

our business.

user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those

metrics may seriously harm and negatively affect our reputation and our business.

regularly review key metrics related to the operation of our business to evaluate growth trends, measure our performance, and

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metrics to be accurate representations of our subscriber base, or if we discover material inaccuracies in our subscriber, geographic,

or other demographic metrics, our reputation may be seriously harmed.

or other demographic metrics, our reputation may be seriously harmed, and our business and operating results could be materially

and adversely affected.

Non-compliance

with the objective and subjective criteria for the Paycheck Protection Program loan could have a material adverse effect on our

April 21, 2020, we availed ourselves of a PPP Loan from JPMorgan Chase Bank, N.A., in the aggregate amount of $4,699,240.00, pursuant

to the Paycheck Protection Program under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The PPP Loan,

which was in the form of a note dated April 21, 2020 issued by the Company, matures on April 21, 2022, and bears interest at a

rate of 0.98% per annum, payable monthly commencing on November 21, 2020.

The PPP Loan may be prepaid by the Company at any time

prior to maturity with no prepayment penalties.

Funds from the PPP Loan may only be used for payroll costs, costs used to continue

group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred before February

15, 2020 The Company intends to use the entire Loan amount for qualifying expenses.

Under the terms of the PPP, certain amounts

of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

April 21, 2020, fuboTV Sub received a PPP Loan from JPMorgan Chase Bank, N.A., in the aggregate amount of $4,699,240,

pursuant to the Paycheck Protection Program under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The PPP Loan, which was in the form of a note dated April 21, 2020 issued by fuboTV Sub, which matures on April 21, 2022,

and bears interest at a rate of 0.98% per annum, payable monthly commencing on November 21, 2020.

The PPP Loan may be prepaid

by fuboTV Sub at any time prior to maturity with no prepayment penalties.

Funds from the PPP Loan may only be used for

payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt

obligations incurred before February 15, 2020 The Company used the entire Loan amount for qualifying expenses under

the current guidance as promulgated by the SBA .

Under the terms of the PPP, certain amounts of the PPP Loan may be

forgiven if they are used for qualifying expenses as described in the CARES Act.

April 23, 2020, the Secretary of the U.S.

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things, that the current economic uncertainty made the PPP Loan request necessary to support our ongoing operations.

certification in good faith after analyzing, among other things, the maintenance of our entire workforce, notwithstanding certain

“work-from-home”

We also took into account our need for additional funding to continue operations, and

our ability to currently access alternative forms of capital in the current market environment.

Following this analysis, we believe

that we satisfied all eligibility criteria for the PPP Loan, and that our receipt of the PPP Loan is consistent with the objectives

of the PPP Loan of the CARES Act.

If it is later determined that we were ineligible to receive the PPP Loan or determined that

we did not comply with requirements after receiving the PPP Loan, we may be required to repay the PPP Loan in its entirety and/or

be subject to additional penalties and adverse publicity, which could have a material adverse effect on our business, results

Sub made this certification in good faith after analyzing, among other things, the maintenance of our entire workforce, notwithstanding

certain “work-from-home”

We also took into account our need for additional funding to continue operations,

and our ability to currently access alternative forms of capital in the current market environment.

Following this analysis, we

believe that we satisfied all eligibility criteria for the PPP Loan, and that our receipt of the PPP Loan is consistent with the

objectives of the PPP Loan of the CARES Act.

If it is later determined that we were ineligible to receive the PPP Loan or determined

that we did not comply with requirements after receiving the PPP Loan, we may be required to repay the PPP Loan in its entirety

and/or be subject to additional penalties and adverse publicity, which could have a material adverse effect on our business, results

of operations, and financial condition.

financial condition and results of operations could be adversely affected if we do not effectively manage our current or future

In connection with the Merger, we incurred approximately $33.80

million of additional indebtedness from (i) the sale of senior secured promissory notes in an aggregate principal amount of $10.05

million to FB Loan Series I, LLC, or the Senior Notes, and (ii) our guarantee of approximately $23.75 million of existing indebtedness

of fuboTV Pre-Merger under its existing senior secured credit facility with AMC Networks Ventures LLC, or the AMC Facility, which

is secured by a lien on substantially all of the assets of the Company.

Following the Merger, we have repaid the Senior Notes in

full as of July 3, 2020.

In addition, we have outstanding convertible promissory notes with an aggregate principal amount of $2,773,000.

To the extent not converted, we may be required to pay principal, interest, and any late fees to the holders of these notes.

on July 16, 2020, Access Road Capital LLC made a term loan to us in the principal amount equal to $10,000,000, which is currently

We are currently conducting a review of our credit agreements to determine our ongoing compliance obligations under

such agreements.

a result of such transactions, we have a substantially greater amount of debt than we had maintained in the past, which could

adversely affect our ability to take advantage of corporate opportunities and could adversely affect our business, financial condition

and results of operations.

of September 30, 2020 we had $30.5 million of outstanding indebtedness (excluding indebtedness to Access Road Capital LLC and

Century Ventures SA, which were repaid in October 2020), which included approximately $21.3 million of indebtedness of fuboTV

Sub under its senior secured credit facility with AMC Networks Ventures LLC, or the AMC Facility, which is secured by a lien on

substantially all of the assets of fuboTV Sub;

the PPP Loan, with an aggregate principal amount outstanding of approximately $4.7

million and other notes outstanding with an aggregate principal of approximately $4.5 million

a result of the previously described outstanding indebtedness, we have a substantially greater amount of debt than we had maintained

in the past, which could adversely affect our ability to take advantage of corporate opportunities and could adversely affect

our business, financial condition and results of operations.

ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements,

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we incur any additional debt, the related risks that we and our subsidiaries face could intensify.

we may be in noncompliance with the terms of certain of our other debt instruments.

To the extent we are in noncompliance with

the terms of such debt instruments, we may be required to make payments to the holders of such instruments, those holders may

be entitled to the issuance of stock by us, and the holders of such stock may be entitled to registration or other investor rights.

our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay

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of uncertainty.

believe that the continued growth of streaming as an entertainment alternative will depend on the availability and growth of cost-effective

broadband Internet access, the quality of broadband content delivery, the quality and reliability of new devices and technology,

the cost for subscribers relative to other sources of content, as well as the quality and breadth of content that is delivered

across streaming platforms.

These technologies, products and content offerings continue to emerge and evolve.

Subscribers, content

publishers or advertisers may find TV streaming platforms to be less attractive than traditional TV, which would harm our business.

In addition, many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising,

such as TV, radio and print.

The future growth of our business depends in part on the growth of TV streaming advertising, and

on advertisers increasing spend on such advertising.

We believe that the continued growth of streaming as an entertainment alternative will depend on the availability

and growth of cost-effective broadband Internet service, the quality of broadband content delivery, the quality and reliability

of new devices and technology, the cost for subscribers relative to other sources of content, as well as the quality and breadth

of content that is delivered across streaming platforms.

These technologies, products and content offerings continue to emerge

Subscribers, content publishers or advertisers may find TV streaming platforms to be less attractive than traditional

TV, which would harm our business.

In addition, many advertisers continue to devote a substantial portion of their advertising

budgets to traditional advertising, such as TV, radio and print.

The future growth of our business depends in part on the growth

of TV streaming advertising, and on advertisers increasing spend on such advertising.

We cannot be certain that they will do so.

If advertisers do not perceive

meaningful benefits of TV streaming advertising, then this market may develop more slowly than we expect, which could adversely

impact our operating results and our ability to grow our business.

If advertisers do not perceive meaningful benefits of TV streaming advertising, then this market may develop more slowly than

we expect, which could adversely impact our operating results and our ability to grow our business.

proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and

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of their success, could be expensive to resolve and would divert the time and attention of our management and technical personnel.

our trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the

value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

Historically,

we have acquired certain intellectual property from third parties pursuant to asset purchase agreements or similar agreements

in connection with corporate acquisitions and bankruptcy proceedings.

We also generally enter into confidentiality and invention

assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom

we have strategic relationships and business alliances.

However, these agreements may not have been properly entered into on every

occasion with the applicable counterparty, and such agreements may not always have been effective when entered into in granting

ownership of, controlling access to and distribution of our proprietary information.

Further, these agreements do not prevent

our competitors or partners from independently developing technologies that are substantially equivalent or superior to our platform.

inability to obtain music licenses could be costly and harm our business.

Company relies on its content suppliers to secure the rights of public performance or communication to the public for musical

works and sound recordings embodied in any programming provided to or through the Company’s platform.

If our content suppliers

have not secured public performance or communication to the public licenses on a through to the viewer basis, then the Company

could have liability to copyright owners or their agents for such performances or communications.

If our content suppliers are

unable to secure such rights from copyright owners, then the Company may have to secure public performance and communication to

the public licenses in its own name.

The Company may not be able to obtain such licenses on favorable economic terms, and music

licensors may assert that we have infringed their intellectual property rights in the absence of a license.

The occurrence of

any of the foregoing risks could harm our business.

our technology, trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by

our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants

and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to

protect our proprietary rights.

We may also seek to enforce our proprietary rights through court proceedings or other legal actions.

protect our technology and proprietary rights.

We may also seek to enforce our proprietary rights through court proceedings

or other legal actions.

We have filed and we expect to file from time to time for trademark and patent applications.

Nevertheless, these applications

may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by us, third parties

may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement or misappropriation

without substantial expense to us.

If the protection of our intellectual property rights is inadequate to prevent use or misappropriation

by third parties, the value of our brand, content, and other intangible assets may be diminished.

Nevertheless,

these applications may not be approved, third parties may challenge any copyrights, patents or trademarks issued to or held by

us, third parties may knowingly or unknowingly infringe our intellectual property rights, and we may not be able to prevent infringement

or misappropriation without substantial expense to us.

If the protection of our intellectual property rights is inadequate to

prevent use or misappropriation by third parties, the value of our brand, content, and other intangible assets may be diminished.

to protect our domain names could also adversely affect our reputation and brand and make it more difficult for subscribers to

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From time to time, companies that incorporate open source software into their

products have faced claims challenging the ownership of open source software and/or compliance with open source license terms.

Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or noncompliance

with open source licensing terms.

Although we monitor our use of open source software, the terms of many open source software

licenses have not been interpreted by U.S.

courts, and there is a risk that such licenses could be construed in a manner that

could impose unanticipated conditions or restrictions on our ability to sell subscriptions to our platform.

In such event, we

could be required to make our proprietary software generally available to third parties, including competitors, at no cost, to

seek licenses from third parties in order to continue offering our platform, to re-engineer our platform or to discontinue our

platform in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could harm our business.

products have faced claims challenging the ownership of open source software and/ or compliance with open source license

Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open source software or

noncompliance with open source licensing terms.

Although we monitor our use of open source software, the terms of many open source

software licenses have not been interpreted by U.S.

courts, and there is a risk that such licenses could be construed in a manner

that could impose unanticipated conditions or restrictions on our ability to sell subscriptions to our platform.

In such event,

we could be required to make our proprietary software generally available to third parties, including competitors, at no cost,

to seek licenses from third parties in order to continue offering our platform, to re-engineer our platform or to discontinue

our platform in the event re-engineering cannot be accomplished on a timely basis or at all, any of which could harm our business.

we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may

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which could harm the competitiveness of our platform and our business.

we develop products and services related to sports betting, our business may become subject to a variety of U.S.

and foreign laws,

many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business.

change in regulations or their interpretation, or the regulatory climate applicable to these contemplated products and services,

or changes in tax rules and regulations or interpretation thereof related to these contemplated products and services, could adversely

impact our ability to operate our business as we seek to operate in the future, which could have a material adverse effect on

our financial condition and results of operations.

anticipate our business expanding into sports betting, in which case it will become generally subject to laws and regulations

in the jurisdictions in which we will conduct our business or in some circumstances, of those jurisdictions in which we offer

our services or those are available, as well as the general laws and regulations that apply to all e-commerce businesses, such

as those related to privacy and personal information, tax and consumer protection.

These laws and regulations vary from one jurisdiction

to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by,

among other things, political pressures, attitudes and climates, as well as personal biases, may at such time have a material

impact on our operations and financial results, or may prevent us from expanding into such businesses entirely.

In particular,

some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position

that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations

to enable that to happen.

In addition, some jurisdictions in which we may operate could presently be unregulated or partially

regulated and therefore more susceptible to the enactment or change of laws and regulations.

growth prospects may also depend on the legal status of real-money gaming in various jurisdictions, predominantly within the United

States, which is an initial area of focus, and legalization may not occur in as many states as we expect, or may occur at a slower

pace than we anticipate.

Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative

or regulatory restrictions and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the

process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer

than we anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations

for financial performance.

a result of the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may have

a material impact on our operations and financial results.

Governmental authorities could view us as having violated local laws,

despite efforts to obtain all applicable licenses or approvals.

There is also a risk that civil and criminal proceedings, including

class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals,

could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved

in the sports betting industry.

Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure

of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting

the attention of key executives.

Such proceedings could have a material adverse effect on our business, financial condition, results

of operations and prospects, as well as impact our reputation.

there can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially

relevant to our business to prohibit, legislate or regulate various aspects of the sports betting industry (or that existing laws

in those jurisdictions will not be interpreted negatively).

Compliance with any such legislation may have a material adverse effect

on our business, financial condition and results of operations, either as a result of our determination not to offer products

or services in a jurisdiction or to cease doing so, or because a local license or approval may be costly for us or our business

partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

anticipated participation in the sports betting industry may expose us to risks to which we have not previously been exposed,

including risks related to trading, liability management, pricing risk, palpable errors, and reliance on third-party sports data

providers for real-time and accurate data for sporting events, among others.

We may experience lower than expected profitability

and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event

and/or any failure of its sports risk management processes.

Participation

in the sports, sports betting industry will expose our business to new risks that we have limited experience in handling.

nature and extent of such risks may be difficult to anticipate at this time, and therefore we may be relatively unprepared to

manage these risks, or may obtain inadequate insurance to cover potential claims resulting from these risks.

of these risks include:

can be significant variation in gross win percentage event-by-event and day-by-day, and odds compilers and risk managers are

capable of human error;

thus even allowing for the fact that a number of betting products are subject to capped pay-outs,

significant volatility can occur.

In addition, it is possible that there may be such a high volume of trading during any particular

period that even automated systems would be unable to address and eradicate all risks.

some cases, the odds offered on a website constitute an obvious error, such as inverted lines between teams, or odds that

are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error.

It is commonplace virtually worldwide for operators to void bets associated with such palpable errors, and in most mature

jurisdictions these bets can be voided without regulatory approval at operator discretion, but in the U.S., it is unclear

long term if state-by-state regulators will consistently approve voids or re-setting odds to correct odds on such bets, and

in some cases, we may require regulatory approval to void palpable errors ahead of time.

If regulators were to not allow voiding

of bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.

may need to rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such

third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business,

financial condition and results of operations could be adversely affected.

of the foregoing risks, or other risks we fail to anticipate as we expand our business into the sports betting industry, could

expose us to significant liability or have a material adverse effect on our business, financial condition and results of operations.

are subject to a number of legal requirements and other obligations regarding privacy, security, and data protection, and any

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by content publishers, advertisers, or others.

example, the California Consumer Privacy Act, or CCPA, became operative on January 1, 2020.

The CCPA requires covered companies

to provide new disclosures to California consumers, and to afford such consumers new abilities to access and delete their personal

information, opt out of certain personal information sharing, and receive detailed information about how their personal information

The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is

expected to increase data breach litigation.

The CCPA may increase our compliance costs and potential liability.

Further, a new

privacy law, the California Privacy Rights Act, or the CPRA, recently was certified by the California Secretary of State to appear

on the ballot for the November 3, 2020 election.

If this initiative is approved by California voters, the CPRA would significantly

modify the CCPA, potentially resulting in further uncertainty and requiring us to incur additional costs and expenses in an effort

For example, the California Consumer Privacy Act, or CCPA, became operative on

January 1, 2020.

The CCPA requires covered businesses to provide new disclosures to California consumers, and to afford

such consumers new abilities to access and delete their personal information, opt out of certain personal information sharing,

and receive detailed information about how their personal information is used.

The CCPA provides for civil penalties for violations,

as well as a private right of action for data breaches that is expected to increase data breach litigation.

California voters

also approved a new privacy law, the California Privacy Rights Act, or CPRA, in the November 3, 2020 election.

The CPRA significantly

modifies the CCPA.

The CCPA and CPRA may increase our compliance costs and exposure to liability.

states are considering

adopting similar laws.

use of data to deliver relevant advertising on our platform places us and our content publishers at risk for claims under a number

of unsettled laws, including the Video Privacy Protection Act, or VPPA.

Some content publishers have been engaged in litigation

over alleged violations of the VPPA relating to activities on online platforms in connection with advertising provided by unrelated

third parties.

The Federal Trade Commission has also revised its rules implementing the Children’s Online Privacy Protection

Act, or COPPA Rules, broadening the applicability of the COPPA Rules, including the types of information that are subject to these

regulations, and could effectively apply to limit the information that we or our content publishers and advertisers collect and

use through certain content publishers, the content of advertisements and in relation to certain channel partner content.

our content publishers and advertisers could be at risk for violation or alleged violation of these and other laws, regulations,

of other unsettled laws, including the Video Privacy Protection Act, or VPPA.

Some content publishers have been engaged

in litigation over alleged violations of the VPPA relating to activities on online platforms in connection with advertising provided

by unrelated third parties.

The Federal Trade Commission has also revised its rules implementing the Children’s Online Privacy

Protection Act, or COPPA Rules, broadening the applicability of the COPPA Rules, including the types of information that are subject

to these regulations, and could effectively apply to limit the information that we or our content publishers and advertisers collect

and use through certain content publishers, the content of advertisements and in relation to certain channel partner content.

We and our content publishers and advertisers could be at risk for violation or alleged violation of these and other laws, regulations,

and other standards relating to privacy, data protection, and information security.

Brexit has created uncertainty with regard to data protection regulation in the UK.

In particular, while the Data Protection Act

of 2018, which “implements”

and complements the GDPR achieved Royal Assent on May 23, 2018 and is now effective in

the United Kingdom, it is still unclear whether transfer of data from the EEA to the United Kingdom will remain lawful under GDPR.

During the period of “transition”

(i.e., until December 31, 2020), EU law will continue to apply in the UK, including

the GDPR, after which the GDPR will be converted into UK law.

Beginning in 2021, the UK will be a “third country”

under the GDPR.

We may incur liabilities, expenses, costs, and other operational losses under GDPR and the privacy laws of applicable

EU Member States and the United Kingdom in connection with any measures we take to comply with them.

certain legal mechanisms have been designed to allow for the transfer of personal data from the UK, EEA and Switzerland to the

United States, uncertainty about compliance with such data protection laws remains and such mechanisms may not be available or

applicable with respect to the personal data processing activities necessary to research, develop and market our products.

example, legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the EEA to the United

States could result in further limitations on the ability to transfer personal data across borders, particularly if governments

are unable or unwilling to reach agreement on or maintain existing mechanisms designed to support cross-border data transfers,

such as the EU-U.S.

and Swiss-U.S.

Privacy Shield Frameworks.

Specifically, on July 16, 2020, the Court of Justice of the European

Union invalidated Decision 2016/1250 on the adequacy of the protection provided by the EU-U.S.

Privacy Shield Framework.

extent that we were to rely on the EU-U.S.

Privacy Shield Framework, we will not be able to do so in the future, which could increase

our costs and limit our ability to process personal data from the EU.

The same decision also cast doubt on the ability to use

one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to

lawfully transfer personal data from Europe to the United States and most other countries.

At present, there are few if any viable

alternatives to the Privacy Shield and the Standard Contractual Clauses.

Internationally,

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and complexity of operating our platform.

with the GDPR, CCPA, and other laws, regulations, and other obligations relating to privacy, data protection, data localization

or security may cause us to incur substantial operational costs or require us to modify our data handling practices.

We also expect

that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security,

and we cannot yet determine the impact such future laws, regulations and standards, or amendments to or re-interpretations of,

existing laws and regulations, industry standards, or other obligations may have on our business.

New laws and regulations, amendments

to or re-interpretations of existing laws and regulations, industry standards, and contractual and other obligations may require

us to incur additional costs and restrict our business operations.

with the GDPR, CCPA, CPRA and other laws, regulations, and other obligations relating to privacy, data protection, data

localization or security may cause us to incur substantial operational costs or require us to modify our data handling practices.

We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information

security, and we cannot yet determine the impact such future laws, regulations and standards, or amendments to or re-interpretations

of, existing laws and regulations, industry standards, or other obligations may have on our business.

New laws and regulations,

amendments to or re-interpretations of existing laws and regulations, industry standards, and contractual and other obligations

may require us to incur additional costs and restrict our business operations.

the interpretation and application of laws, regulations, standards, contractual obligations and other obligations relating to

privacy, data protection, and information security are uncertain, and these laws, standards, and contractual and other obligations

may be interpreted and applied in a manner that is, or is alleged to be, inconsistent with our data management and processing

practices, our policies or procedures, or the features of our platform.

We may face claims or allegations that we are in violation

of these laws, regulations, standards, or contractual or other obligations.

We could be required to fundamentally change our business

activities and practices or modify our platform or practices to address laws, regulations, or other obligations relating to privacy,

data protection, or information security, or claims or allegations that we have failed to comply with any of the foregoing, which

could have an adverse effect on our business.

We may be unable to make such changes and modifications in a commercially reasonable

manner or at all, and our ability to develop new features could be limited.

(including, without limitation, the Payment Card Industry Data Security Standard) may be interpreted and applied in a manner

that is, or is alleged to be, inconsistent with our data management and processing practices, our policies or procedures, or the

features of our platform.

We may face claims or allegations that we are in violation of these laws, regulations, standards, or

contractual or other obligations.

We could be required to fundamentally change our business activities and practices or modify

our platform or practices to address laws, regulations, or other obligations relating to privacy, data protection, or information

security, or claims or allegations that we have failed to comply with any of the foregoing, which could have an adverse effect

on our business.

We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our

ability to develop new features could be limited.

regulation of data collection, use and distribution practices, including self-regulation and industry standards, changes in existing

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inability to adequately address privacy, data protection or security-related concerns, even if unfounded, or to successfully negotiate

privacy, data protection or security-related contractual terms with content publishers, advertisers, or others, or to comply with

applicable laws, regulations and other obligations relating to privacy, data protection, and security, could result in additional

cost and liability to us, regulatory investigations and proceedings, and claims, litigation, and other liability involving governmental

entities and private parties, damage to our reputation, and inhibit use of our platform by advertisers and sales of subscriptions

to our platform, all of which could harm our business, financial condition, and results of operations.

privacy, data protection or security-related contractual terms with content publishers, card associations, advertisers,

or others, or to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and security,

could result in additional cost and liability to us, regulatory investigations and proceedings, and claims, litigation, and other

liability involving governmental entities and private parties, damage to our reputation, and inhibit use of our platform by advertisers

and sales of subscriptions to our platform, all of which could harm our business, reputation, financial condition, and

results of operations.

government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which

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searched, the advertisements posted or the content provided by subscribers.

Moreover, as Internet commerce and advertising continues

to evolve, increasing regulation by federal, state and foreign regulatory authorities becomes more likely.

In some instances, we have certain protections

against claims related to such subscriber generated content, including or defamatory content.

Specifically, Section 230 of the

Communications Decency Act (CDA) provides immunity from liability for providers of an interactive computer service who publish

defamatory information provided by users of the service.

Immunity under the CDA has been well-established through case law.

a regular basis, however, challenges to both laws seek to limit immunity.

For example, a recent executive order and a letter from

several senators to the Federal Communications Commission (FCC) have renewed calls for the protections of Section 230 to be scaled

Any such changes could affect our ability to claim protection under the CDA.

Moreover, as Internet commerce and advertising

continues to evolve, increasing regulation by federal, state and foreign regulatory authorities becomes more likely.

California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure requirements when entering into automatically

renewing contracts with consumers.

Other states have enacted similar laws in recent years.

As a result, a wave of consumer class

action lawsuits has been brought against companies that offer online products and services on a subscription or recurring basis,

and we have received a letter alleging that we may have violated such a law.

Any failure, or perceived failure, by us to comply

with any of these laws or regulations could result in damage to our reputation, lost business, and proceedings or actions against

us by governmental entities or others, which could impact our operating results.

we improve our TV streaming platform, we may also be subject to new laws and regulations specific to such technologies.

are subject to payment processing risk.

and processing of payments are subject to certain rules and regulations, including additional authentication requirements for

certain payment methods, and require payment of interchange and other fees.

To the extent there are increases in payment processing

fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from

payment processors, changes to rules or regulations concerning payments, loss of payment partners and/or disruptions or failures

in our payment processing systems, partner systems or payment products, including products we use to update payment information,

our revenue, operating expenses and results of operation could be adversely impacted.

and processing of payments are subject to certain rules and regulations, including additional authentication and security

requirements for certain payment methods, and require payment of interchange and other fees.

To the extent there are increases

in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in

receiving payments from payment processors, changes to rules or regulations concerning payments, loss of payment partners and/or

disruptions or failures in the operations or security of our payment processing systems, partner systems or payment products,

including products we use to update payment information, our revenue, operating expenses and results of operation could be adversely

in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could

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their streaming video offerings.

of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain

content and significant financial, marketing and other resources.

They may secure better terms from suppliers, adopt more aggressive

pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing.

entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing

entertainment video.

Companies also may enter into business combinations or alliances that strengthen their competitive positions.

If we are unable to successfully compete with current and new competitors, our business will be adversely affected, and we may

not be able to increase or maintain market share or revenues.

Several of these competitors have long operating histories, large customer bases, strong brand

recognition, exclusive rights to certain content and significant financial, marketing and other resources.

They may secure better

terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure,

content acquisitions and marketing.

New entrants may enter the market or existing providers may adjust their services with unique

offerings or approaches to providing entertainment video.

Companies also may enter into business combinations or alliances that

strengthen their competitive positions.

If we are unable to successfully compete with current and new competitors, our business

will be adversely affected, and we may not be able to increase or maintain market share or revenues.

content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely

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music contained within the content we distribute.

The license periods and the terms and conditions of such licenses vary.

providers develop their own streaming services, they may be unwilling to provide us with access to certain content, including

popular series or movies.

If the content providers and other rights holders are not or are no longer willing or able to license

us content upon terms acceptable to us, our ability to stream content to our subscribers may be adversely affected and/or our

costs could increase.

Because of these provisions as well as other actions we may take, content available through our service

can be withdrawn on short notice.

As competition increases, we see the cost of certain programming increase.

The license periods and the terms and conditions of such licenses vary, and

we may be operating outside the terms of some of our current licenses.

As content providers develop their own streaming services,

they may be unwilling to provide us with access to certain content, including popular series or movies.

If the content providers

and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability

to stream content to our subscribers may be adversely affected and/or our costs could increase.

Because of these provisions as

well as other actions we may take, content available through our service can be withdrawn on short notice.

As competition increases,

we see the cost of certain programming increase.

if we do not maintain a compelling mix of content, our subscriber acquisition and retention may be adversely affected.

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to maintain these obligations places us at risk of breaching our agreements with content providers, which could lead to loss of

content and damages claims, which would negatively impact on our products and service and our financial position.

content and damages claims, which would have a negative impact on our products and service and our financial position.

our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to

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of operation could be adversely impacted.

We utilize a combination of proprietary

and third-party technology to operate our business.

This includes the technology that we have developed to recommend and merchandise

content to our consumers as well as enable fast and efficient delivery of content to our subscribers and their various consumer

electronic devices.

For example, as part of the content delivery systems, we use third-party content delivery networks (“CDNs”).

To the extent Internet Service Providers (“ISPs”) do not interconnect with our CDN or charge us to access their networks,

or if we experience difficulties in our CDN’s operation, our ability to efficiently and effectively deliver our streaming

content to our subscribers could be adversely impacted and our business and results of operation could be adversely affected.

our system for predicting subscriber content preferences is based on advanced data analytics systems and our proprietary algorithms.

We have invested, and will continue to invest, significant resources in refining these technologies;

however, we cannot assure

you that such investments will yield an attractive return or that such refinements will be effective.

The effectiveness of our

ability to predict subscriber content preferences depends in part on our ability to gather and effectively analyze large amounts

of subscriber data.

Our ability to predict content that our subscribers enjoy is critical to the perceived value of our platform

among subscribers and failure to make accurate predictions could materially adversely affect our ability to adequately attract

and retain subscribers and sell advertising to meet investor expectations for growth or to operate the business profitably.

also utilize third-party technology to help market our service, process payments, and otherwise manage the daily operations of

our business.

If our technology or that of third-parties we utilize in our operations fails or otherwise operates improperly,

including as a result of “bugs”

in our development and deployment of software, our ability to operate our service,

retain existing subscribers and add new subscribers may be impaired.

Any harm to our subscribers’

personal computers or

other devices caused by software used in our operations could have an adverse effect on our business, results of operations and

financial condition.

utilize a combination of proprietary and third-party technology to operate our business.

This includes the technology that we

have developed to recommend and merchandise content to our consumers as well as enable fast and efficient delivery of content

to our subscribers and their various consumer electronic devices.

For example, as part of the content delivery systems, we use

third-party content delivery networks (“CDNs”).

To the extent Internet Service Providers (“ISPs”) do not

interconnect with our CDN or charge us to access their networks, or if we experience difficulties in our CDN’s operation,

our ability to efficiently and effectively deliver our streaming content to our subscribers could be adversely impacted and our

business and results of operation could be adversely affected.

Likewise, our system for predicting subscriber content preferences

is based on advanced data analytics systems and our proprietary algorithms.

We have invested, and will continue to invest, significant

resources in refining these technologies;

however, we cannot assure you that such investments will yield an attractive return

or that such refinements will be effective.

The effectiveness of our ability to predict subscriber content preferences depends

in part on our ability to gather and effectively analyze large amounts of subscriber data.

Our ability to predict content that

our subscribers enjoy is critical to the perceived value of our platform among subscribers and failure to make accurate predictions

could materially adversely affect our ability to adequately attract and retain subscribers and sell advertising to meet investor

expectations for growth or to generate revenue.

We also utilize third-party technology to help market our service, process

payments, and otherwise manage the daily operations of our business.

If our technology or that of third-parties we utilize in

our operations fails or otherwise operates improperly, including as a result of “bugs”

in our development and deployment

of software, our ability to operate our service, retain existing subscribers and add new subscribers may be impaired.

to our subscribers’

personal computers or other devices caused by software used in our operations could have an adverse

effect on our business, results of operations and financial condition.

quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support

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from, among other things, earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, rogue employees,

power loss, telecommunications failures, and cybersecurity risks.

Interruptions in these systems, or with the Internet in general,

could make our service unavailable or degraded or otherwise hinder our ability to deliver our service.

Service interruptions,

errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness

of our subscription to existing and potential subscribers.

employees who are inattentive or careless and cause security vulnerabilities, power loss, telecommunications failures,

and cybersecurity risks.

Interruptions in these systems, or with the Internet in general, could make our service unavailable or

degraded or otherwise hinder our ability to deliver our service.

Service interruptions, errors in our software or the unavailability

of computer systems used in our operations could diminish the overall attractiveness of our subscription to existing and potential

computer systems and those of third parties we use in our operations are subject to cybersecurity threats, including cyber-attacks

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experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse

or theft of personal information and other data, content, confidential information or intellectual property.

Additionally, outside

parties may attempt to induce employees or subscribers to disclose sensitive or confidential information in order to gain access

Any attempt by hackers to obtain our data (including subscriber and corporate information) or intellectual property (including

digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful,

could harm our business, be expensive to remedy and damage our reputation.

or theft of personal information and other data, content, confidential information, trade secrets or intellectual property.

Additionally, outside parties may attempt to induce employees or subscribers to disclose sensitive or confidential information

in order to gain access to data.

Any attempt by hackers to obtain our data (including subscriber and corporate information) or

intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third

parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation.

have implemented certain systems and processes designed to thwart hackers and protect our data and systems, but the techniques

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could be adversely impacted.

Our business could be adversely affected if a number of our partners

do not continue to provide access to our service or are unwilling to do so on terms acceptable to us, which terms may include the

degree of accessibility and prominence of our service.

Furthermore, devices are manufactured and sold by entities other than the

Company, and while these entities should be responsible for the devices’

performance, the connection between these devices

and fuboTV may nonetheless result in consumer dissatisfaction toward the Company and such dissatisfaction could result in claims

against us or otherwise adversely impact our business.

In addition, technology changes to our streaming functionality may require

that partners update their devices, or may lead to us to stop supporting the delivery of our service on certain legacy devices.

If partners do not update or otherwise modify their devices, or if we discontinue support for certain devices, our service and

our subscribers’

use and enjoyment could be negatively impacted.

business could be adversely affected if a number of our partners do not continue to provide access to our service or are unwilling

to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service.

devices are manufactured and sold by entities other than fuboTV, and while these entities should be responsible for the

devices’

performance, the connection between these devices and fuboTV may nonetheless result in consumer dissatisfaction

toward fuboTV and such dissatisfaction could result in claims against us or otherwise adversely impact our business.

addition, technology changes to our streaming functionality may require that partners update their devices, or may lead us to

stop supporting the delivery of our service on certain legacy devices.

If partners do not update or otherwise modify their devices,

or if we discontinue support for certain devices, our service and our subscribers’

use and enjoyment could be negatively

impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.

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our business.

rely upon Amazon Web Services to operate certain aspects of our service and any disruption of or interference with our use of

the Amazon Web Services operation would impact our operations and our business would be adversely impacted.

Web Services, or AWS, provides a distributed computing infrastructure platform for business operations, or what is commonly referred

to as a “cloud”

rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service and any disruption of

or interference with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business

would be adversely impacted.

of Google Cloud Platform, or GCP, and Amazon Web Services,

or AWS, provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a

“cloud”

computing service.

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storage capabilities and other services provided by AWS.

Currently, we run the vast majority of our computing on AWS.

along with the fact that we cannot easily switch our AWS operations to another cloud provider, any disruption of or interference

with our use of AWS would impact our operations and our business would be adversely impacted.

While the retail side of Amazon

competes with us, we do not believe that Amazon will use the AWS operation in such a manner as to gain competitive advantage against

our service, although if it was to do so it could harm our business.

Currently, we run the vast majority of our computing on GCP with some

key components running on AWS.

Given this, along with the fact that we cannot easily switch what is specifically running

now on GCP and/or AWS to another cloud provider, any disruption of or interference with our use of GCP and/or AWS would

impact our operations and our business would be adversely impacted.

While Google (through YouTube TV) and, to a lesser extent,

Amazon (through Amazon Prime) compete competes with us, we do not believe that Google or Amazon will use GCP or

AWS in such a manner as to gain competitive advantage against our service, although if either Google or Amazon were

to do so it could harm our business.

in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected.

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We also acquire a number of subscribers who

rejoin our service having previously canceled their subscription.

If we are unable to maintain or replace our sources of subscribers

with similarly effective sources, or if the cost of our existing sources increases, our subscription levels and marketing expenses

may be adversely affected.

re-join our service having previously canceled their subscription.

If we are unable to maintain or replace our sources

of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscription levels and

marketing expenses may be adversely affected.

utilize marketing to promote our content, drive conversation about our content and service, and drive viewing by our subscribers.

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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 1A. Risk Factors