What changed in this filing

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Item 9A. Controls and Procedures

2021-03-25 compared with 2020-05-29 · 1893 added, 2688 removed, 447 unchanged (91% of the section changed)

Controls and Procedures.

Regarding the Effectiveness of Disclosure Controls and Procedures

of Management on Internal Controls over Financial Reporting.

is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

As of December

31, 2020, management completed an assessment of the Company’s internal control over financial reporting based on the 2013

Committee of Sponsoring Organizations (COSO) framework.

carried out an evaluation as required by paragraph (b) of Rule 13a-15 and 15d-15 of the Exchange Act, under the supervision and

2 unchanged sentences

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls

and procedures were not effective as of December 31, 2019.

of Management on Internal Controls over Financial Reporting.

is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

As of December

31, 2019, management has not completed an effective assessment of the Company’s internal control over financial reporting

based on the 2013 Committee of Sponsoring Organizations (COSO) framework.

Management has concluded that as of December 31, 2019,

our internal control over financial reporting was not effective to detect the inappropriate application of U.S.

identified the following material weaknesses set forth below in our internal control over financial reporting:

did not perform an effective risk assessment or monitor internal controls over financial reporting.

are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with

respect to the current requirements of generally accepted accounting principles in the United States and SEC disclosure requirements;

segregation of duties and oversight of work performed as well as lack of compensating controls in the Company’s finance

and accounting functions due to limited personnel;

Company lacks sufficient in-house expertise and training in complex accounting principles and SEC reporting and disclosure

Company’s systems that impact financial information and disclosures have ineffective information technology controls.

Company lacks a system of tracking obligations to identify and file income tax and other tax reports on a timely basis.

control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives

of the control system are met.

Management necessarily applied its judgment in assessing the benefits of controls relative to their

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within the Company have been detected.

The design of any system of controls

is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design

will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Because of the inherent

limitations in a control system, misstatements due to error or fraud may occur and not be detected.

and procedures were not effective as of December 31, 2020 due to the material weaknesses in internal control over financial reporting

described below:

Company did not have appropriately designed internal controls in place at the time the Merger was consummated on April 1,

2020 with respect to the accounting for the business combination and the allocation of consideration to the acquired assets

and assumed liabilities, including deferred income taxes.

Company’s internal controls over the review of accounting considerations for non-routine transactions and events was

not appropriately designed with respect to the timing and consistency of performance.

Notwithstanding

such material weaknesses in internal control over financial reporting, our management concluded that our consolidated financial

statements in this Annual Report on Form 10-K present fairly, in all material respects, the company’s financial position,

results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S.

Management’s

Remediation Plan

our Annual Report on Form 10-K/A for our fiscal year ended December 31, 2019, management identified material weaknesses in internal

control over financial reporting.

During 2020, management took steps to address the internal control deficiencies that contributed

to the material weaknesses, including:

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 assessed our accounting and financial reporting policies and procedures, and implemented segregation of duties

in key functions;

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

addressing these issues and maintain 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.

a third-party provider to perform internal audit services, including assessing and improving our internal controls for compliance

with the Sarbanes-Oxley Act.

with the oversight from the Audit Committee of the Board of Directors continue to implement the remediation plans for the aforementioned

material weaknesses in internal control over financial reporting as follows:

will continue to hire additional accounting personnel with appropriate GAAP technical accounting expertise, as necessary.

are designing additional controls around identification, documentation, and application of technical accounting guidance with

particular emphasis on complex and non-routine transactions.

These controls are expected to include the implementation of

additional supervision and review activities by qualified personnel, and the adoption of additional policies and procedures

related to accounting and financial reporting.

are implementing specific procedures in the review of tax accounting, designed to enhance our income tax controls.

will continue to work with the third-party provider to strengthen our internal controls for compliance with the Sarbanes-Oxley

believe that these actions and the improvements we expect to achieve, when fully implemented, will strengthen our internal control

over financial reporting and remediate the remaining material weaknesses.

are committed to making further progress in our remediation efforts during 2021;

however, if our remedial measures are insufficient

to address the material weaknesses, or if one or more additional material weaknesses in our internal controls over financial reporting

are discovered, we may be required to take additional remedial measures from our plan as disclosed above.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during the year ended December 31, 2019 that

have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

have been no changes in our internal control over financial reporting identified in connection with the evaluation required by

Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during our fourth quarter of 2020 that have materially affected,

or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

May 28, 2020, the parties to the Note Purchase Agreement, as amended, entered into a Consent and Second Amendment to Note Purchase

Agreement (the “Second Amendment”).

Pursuant to the terms of the Second Amendment:

FB Loan consented to the May 11,

2020 sale by the Company of capital stock for aggregate consideration in the amount of $7,409,045;

The provision requiring that following

receipt by any loan party or any subsidiary of proceeds of any financing, the Borrower must prepay the Senior Note in an amount

equal to 100% of the cash proceeds of such financing, was removed;

The date by which the Company must

file a registration statement to register the Shares and the Warrant Shares was extended from May 25, 2020 to July 1, 2020.

foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to

the full text of the Second Amendment, filed as Exhibit 10.64 hereto, and incorporated by reference into this Item 9B.

Directors, Executive Officers and Corporate Governance.

forth below is the name, age, and positions held by our executive officers and directors:

Executive Officer and Director

Bronfman, Jr.

Chairman and Director

of Studio, Chief Financial Officer and Director

Pär-Jörgen

directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until

removed from office in accordance with our bylaws.

Our officers are appointed by our board of directors and hold office until

removed by the board.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders,

and until their successors have been duly elected and qualified.

forth below is a brief description of the background and business experience of our current executive officers and directors.

Gandler was appointed as our Chief Executive Officer and Director in April 2020.

He previously served as President and

Chief Executive Officer of fuboTV Pre-Merger and as a member of fuboTV Pre-Merger’s board of directors from March 2014 to

Prior to joining fuboTV, Mr.

Gandler served as Vice President, Ad Sales at DramaFever, a video streaming service acquired

in 2016 by Warner Bros.

Entertainment Inc., from 2013 to 2014.

Prior to 2013, Mr.

Gandler held positions at Scripps Networks Interactive,

Inc., Time Warner Cable and Telemundo, a division of NBCUniversial Media, LLC.

Gandler received a B.A.

degree in economics

from Boston University.

Gandler brings our board his considerable experience in the digital media industry as well as the

operational insight and expertise he has accumulated as our Chief Executive Officer.

Bronfman, Jr.

, joined the Company’s Board of Directors in May 2020 following the Merger, bringing decades of experience

in media and technology.

Since October 2017, Mr.

Bronfman has served as chairman of Waverley Capital LLC, a media-focused venture

capital firm, of which he is also a co-founder and general partner.

Since 2014, Mr.

Bronfman has served as managing partner of

Accretive, LLC, a private equity firm.

Bronfman served in various roles at Warner Music Group, a multinational entertainment

and record label, most recently serving as chief executive officer from March 2004 to August 2011 and as a member of the board

of directors from March 2004 to May 2013, including serving as chairman of the board of directors from March 2004 to January 2012.

Bronfman served on the boards of directors of IAC InterActive Corp, a media and internet company, from February 1998 through

October 2019 and Accretive Health, Inc.

(now known as R1 RCM Inc.), a healthcare management company, from October 2006 until February

Bronfman has also served as executive chairman of Global Thermostat Operations, LLC, a company designed to develop and

commercialize technology for the direct capture of carbon dioxide, since 2010 and has served on the boards of Insureon Holdings,

LLC since 2012 and Everspring Inc.

Bronfman is Chairman of the Board of Endeavor Global, Inc., a member of the

board of trustees of the NYU Elaine A.

and Kenneth G.

Langone Medical Center, a member of the Board of the Council of Foreign

Relations, Vice President of the Ann L.

Bronfman Foundation and Director of the Clarissa and Edgar Bronfman Jr.

Bronfman’s qualifications to serve on the Board include his experience as a member of senior management of various public

and global companies, which gives him particular insight into business strategy, leadership, marketing, consumer branding and

international operations.

The Board also considered his high level of financial literacy and insight into the media, entertainment

and technology industries as well as his private equity experience.

Textor has served as member of the Board of Directors since August 2018 and currently serves as our Head of Studio and

Chief Financial Officer.

Textor also served as our Executive Chairman from April 2020 to May 2020 and as Chief Executive Officer

from August 2018 to April 2020.

Textor has served as Managing Partner of Wyndcrest Holdings, a technology focused private

holding company, since 1996.

Through his activities with Wyndcrest, from 1996 to 2017, Mr.

Textor led early investments

in Art Technology Group, a leading internet personalization company, co-founded and became the leading shareholder of Virtual

Bank, an internet bank and private wealth management company;

acquired and served as Chairman of Sims Snowboards, the world’s

second leading snowboard brand, acquired and served as Co-Chairman of Digital Domain, a leading Hollywood visual effects company,

and founded Pulse Evolution Corporation, our majority owned subsidiary and a globally recognized pioneer in the development of

hyper-realistic digital humans for live shows, virtual reality, augmented reality, holographic, 3D stereoscopic, web, mobile,

interactive and artificial intelligence applications, on May 31, 2013.

From May 2015 until July 2017, he served as Chief Financial

Officer of PEC, and from January 2015 until July 2017, Mr.

Textor served as Chief Executive Officer of PEC.

Textor is a graduate

of Wesleyan University.

Textor brings to our Board his considerable experience in the strategic planning and growth of technology

companies and entertainment properties, which qualifies him to serve as a director of our company.

Fiksenbaum was appointed as President on February 1, 2019, and since June 2017, he has served as Chief Executive Officer

of Pulse Evolution Corporation, a wholly-owned subsidiary of the Company, since June 2017.

Prior to joining Pulse Evolution, Mr.

Fiksenbaum was the founder and Chief Executive Officer of Pop Experience from January 2015 until May 2017.

From January 2014 until

September 2014, Mr.

Fiksenbaum served as Vice President of Marketing/PR-Resident 7Show Division of Cirque du Soleil.

has been working professionally in the live entertainment industry for over 30 years, now bringing to the Company his relevant

experience in senior management including strategic planning, operations, sales, marketing, promotions, event programming, and

While at Cirque du Soleil, he was responsible for the marketing, sales and public relations initiatives of nine resident

shows, including launching Michael Jackson One in Las Vegas, which features an appearance of the holographic likeness of Michael

Within the theatre industry, Mr.

Fiksenbaum worked on numerous award-winning productions, including The Phantom of the

Opera, Ragtime, Disney’s the Lion King, Wicked, Les Misérables and Spamalot.

Bafer has served as a member of the Board of Directors since 2009.

Between August 2018 and April 2020, Mr.

as our Executive Chairman, and between February 2018 and August 2018, he served as our Chief Executive Officer and Chairman of

In addition, Mr.

Bafer served as our Chief Executive Officer, Chief Financial Officer and a member of our Board of

Directors from 2009 to 2016 and from April 2017 to January 2018.

He also served as our Chief Development Officer and Chairman

of the Board of Directors from 2016 to January 2018.

Bafer successfully led the organization and development of numerous startup

companies, having also achieved a number of successful exits.

He led the transformation of our Company from a film entertainment

and production company into a forward-looking entertainment technology and mixed reality company.

Bafer is a graduate of St.

John’s University.

Pär-Jörgen

Pärson joined our Board of Directors in May 2020.

Since 2004, Pär-Jörgen Pärson has been a General

Partner of Northzone, a venture capital firm, where his primary areas of focus are disruptive businesses in consumer internet,

health, and fintech.

Before joining Northzone, Mr.

Pärson ran his own investment firm and was a consultant at McKinsey &

Until April 1, 2020, Mr.

Pärson served on the board of directors of fuboTV Pre-Merger.

In addition, Mr.

serves on the Board of Directors of Spring Health Inc, a health tech company, Noquo Foods AB, a Swedish foodtech startup, Sourcepoint

Inc, a media tech company, Neverthink OY, an online video service, and Activate Inc, a media tech company.

Previously, Mr.

served on the board of directors of (i) Spotify AB, the subscription music streaming service, from 2008 to 2017, (ii) payments

company iZettle AB (which was acquired by PayPal) from 2011 to 2016, (iii) Avito AB, an online classifieds service (acquired by

Naspers in 2016) from 2011 to 2016, (iv) Qapital Insight AB, a fintech company, from 2013 to 2018, (v) Widespace AB, an adtech

business, from 2012 to 2018, and (vi) Jukely Inc, a live music subscription service, from 2014 to 2020.

Pärson holds

from the Stockholm School of Economics.

Pärson’s qualifications to serve on the Board include his prior

service on the board of directors of fuboTV Inc., his experience as a member of the board of directors of consumer internet and

media companies, through which he has valuable insight into business strategy, leadership, and international operations, and his

venture capital experience.

business and affairs are managed under the direction of our board of directors.

Our board of directors currently consists of Messrs.

Gandler, Bronfman, Textor, Bafer and Pärson.

The size of our board of directors is currently set at seven and we currently

have two (2) vacancies.

to the Merger, the shareholders of fuboTV Pre-Merger received shares of our Series AA Preferred Stock as consideration.

See “Description

of Capital Stock—Series AA Preferred Stock.”

Pursuant to the Certificate of Designation of the Series AA Preferred

Stock, holders of a majority of the outstanding shares of our Series AA Preferred Stock are entitled to appoint up to three (3)

directors to our Board of Directors.

Gandler and Mr.

Pärson are two of the directors appointed by the holders of our

Series AA Convertible Preferred Stock, and such holders have the right to appoint one additional director.

The Certificate of

Designation of the Series AA Preferred Stock also requires the consent of the holders of a majority of the outstanding shares

of our Series AA Preferred Stock prior to an increase of the size of our board of directors above seven directors.

and Qualifications of Directors

considering whether directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable

the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure,

the Board of Directors focuses primarily on each person’s background and experience as reflected in the information discussed

in each of the directors’

individual biographies set forth above.

We believe that our directors provide an appropriate mix

of experience and skills relevant to the size and nature of our business.

As more specifically described in the biographies set

forth above, our directors possess relevant knowledge and experience in the finance, accounting and business fields generally,

which we believe enhances the Board’s ability to oversee, evaluate and direct our overall corporate strategy.

of our Board of Directors

securities are not quoted on an exchange that has requirements that a majority of our board members be independent and we are

not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our board of directors include

“independent”

directors, nor are we required to establish or maintain an audit committee or other committee of our

board of directors.

board currently consists of Messrs.

Textor, Bafer, Mr.

Pärson and Bronfman (Chair).

We do not currently have any board committees

and traditionally operate by unanimous consent.

for director nominees are reviewed in the context of the current composition of the board and the Company’s operating requirements

and the long-term interests of its stockholders.

In conducting this assessment, the Board of Directors considers skills, diversity,

age, and such other factors as it deems appropriate given the current needs of the board and the Company, to maintain a balance

of knowledge, experience and capability.

board’s process for identifying and evaluating nominees for director, including nominees recommended by stockholders, will

involve compiling names of potentially eligible candidates, conducting background and reference checks, conducting interviews

with the candidate and others (as schedules permit), meeting to consider and approve the final candidates and, as appropriate,

preparing an analysis with regard to particular recommended candidates.

their own business activities and experiences each of directors have come to understand that in today’s business environment,

development of useful products and identification of undervalued real estate, along with other related efforts, are the keys to

building our company.

The directors will seek out individuals with relevant experience to operate and build our current and proposed

business activities.

2019, we did not have any non-employee directors.

None of our directors received additional compensation for their services as

April 29, 2020, the board approved the appointment of Edgar Bronfman, Jr.

as Executive Chairman of the Board, effective as of

April 29, 2020 (the “Start Date”).

In connection with Mr.

Bronfman’s appointment, the Company and Mr.

entered into a letter agreement dated as of April 29, 2020, pursuant to which Mr.

Bronfman agreed to serve as the Executive Chairman

of the Board (the “Letter Agreement”).

Pursuant to the Letter Agreement, Mr.

Bronfman’s employment with the

Company is for an indefinite period and is terminable by either Mr.

Bronfman or the Company upon 30 days’

advance written

Pursuant to the Letter Agreement, Mr.

Bronfman received a stock option covering 1,875,000 shares of the Company’s

common stock on the Start Date (the “Option Award”).

The Option Award has an exercise price of $8.76 per share and

a term of seven years, will generally vest in equal annual installments over a period of four years, in each case subject to earlier

vesting upon the achievement of certain stock price milestones, and is subject to the terms of the Company’s 2020 Equity

Incentive Plan and a stock option agreement thereunder.

In the event Mr.

Bronfman’s employment with the Company is terminated

by the Company without cause, by Mr.

Bronfman following the Company’s material breach of any agreement between Mr.

and the Company or due to Mr.

Bronfman’s death or disability, any outstanding portion of the Option Award that remains unvested

as of the date of such termination of employment will remain outstanding and eligible to vest in accordance with the terms of

the applicable stock option agreement.

In addition, any unvested portion of the Option Award that remains outstanding as of the

date of a change in control of the Company will immediately vest in full and become exercisable.

In addition to the Option Award,

Bronfman will receive an annual base salary of $95,000, which may increase if he chairs or serves other Board committees.

He will be eligible to receive an annual equity award on generally the same terms as non-employee directors of the Company.

May 21, 2020, we established our Outside Director Compensation Policy (the “Compensation Policy”) to set forth guidelines

for the compensation of our non-employee directors for their service on our Board of Directors.

on May 21, 2020, Pär-Jörgen Pärson joined the board pursuant to a vote by the holders of the Company’s Series

AA Convertible Preferred Stock.

In connection with his election to the Board, Mr.

Pärson was granted an option to purchase

50,381 shares of the Company’s common stock (the “

Initial Award ”) in accordance with the Compensation

Policy and subject to the Company’s 2020 Equity Incentive Plan (the “

Plan ”) and standard option award

agreement thereunder.

The Initial Award will vest in 36 equal, monthly installments beginning on the grant date, provided that

Pärson continues to serve as a Service Provider (as defined in the Plan) through the applicable vesting date.

any unvested potion of the Initial Award that remains outstanding as of the date of a change of control of the Company will immediately

vest in full and become exercisable.

In addition to the Initial Award, in accordance with the Compensation Policy, Mr.

will receive an annual cash retainer of $45,000 for his board service, which may increase if he chairs or serves on other board

He will be eligible to receive an annual equity award in accordance with the Compensation Policy.

Section 16(a) Reports

16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our

common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.

Executive officers, directors

and greater than 10% beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms

solely upon our review of copies of such forms received by us, we believe that, except as hereinafter disclosed, during the fiscal

year ended December 31, 2019, any required Form 3s, 4s and 5s were timely filed:

Textor failed to file a Form 3 and Mr.

failed to timely file a Form 3.

information required by this item is incorporated by reference to the definitive proxy statement to be filed with the SEC no later than

120 days after December 31, 2020 in connection with our 2021 annual meeting of shareholders (the “Proxy Statement”).

Executive Compensation

Summary Compensation Table

table below summarizes all compensation awarded to, earned by, or paid to each of our “named executive officers,”

as such term is defined in Item 402(m)(2) of Regulation S-K.

Because the summary compensation table relates to the named executive

officers as of December 31, 2019, it does not include compensation for our post-merger management team.

See “Item 10.

Executive Officers and Corporate Governance—Director Compensation”

above and “—Mr.

Gandler’s.Employment

Agreement”

Other Compensation ($)

$ 500,000 (2)

Chief Executive

$ 198,925 (2)

Alexander Bafer

Former Chief Executive

$ 469,871 (4)

Textor became an executive officer on August 8, 2018.

Represents an annual salary of $500,000 of which $198,925 has been accrued from August 8, 2018 until December 31, 2018.

is also entitled to receive an annual bonus of $100,000 which has been accrued on a pro rata basis.

Bafer became an executive officer in February 2018.

He was appointed Chief Executive Officer in February 2018.

2018, he resigned as Chief Executive Officer and assumed the role of Executive Chairman.

The accrued salary of Mr.

Bafer is reflected

within the table.

Represents the fair value of (i) Stock Option of 8,334 granted on February 1, 2018 as Chief Executive Officer from February 1,

2018 until August 8, 2018, and (ii) Stock Option of 8,333 granted on February 1, 2018 as Executive Chairman of the Board.

options are fully vested and have a 10-year term expiring February 2028 and have an exercise price of $28.20 per share.

Disclosure to Summary Compensation Table

as otherwise described below, there are no compensatory plans or arrangements, including payments to be received from the Company

with respect to any named executive officer, that would result in payments to such person because of his or her resignation, retirement

or other termination of employment with the Company, or our subsidiaries, any change in control, or a change in the person’s

responsibilities following a change in control of the Company.

Employment Agreement

connection with the closing of the Exchange, the Company entered into an employment agreement as of August 8, 2018 with Mr.

(the “Textor Employment Agreement”).

Pursuant to the terms of the Textor Employment Agreement, the Company agreed

to employ Mr.

Textor as the Company’s Chief Executive Officer.

The term of the Textor Employment Agreement begins as of

August 8, 2018 and continues until termination of employment as set forth in the Textor Employment Agreement.

In exchange for

Textor’s services as Chief Executive Officer, the Company agreed to pay Mr.

Textor an annual base salary of $500,000,

subject to annual increases as determined in the sole discretion of the Compensation Committee or the full Board if no Compensation

Committee exists.

In addition, Mr.

Textor is also eligible to receive equity awards, and an annual target bonus payment equal,

as a percentage of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per

Subject to the minimum bonus, the bonus will be determined based on the achievement of certain performance objectives of

the Company as established by the Compensation Committee.

Company may terminate Mr.

Textor’s employment at any time for Cause (as hereinafter defined) or without Cause.

may resign at any time, either with Good Reason (as hereinafter defined) or without Good Reason.

In the event of Mr.

Textor’s

death or total disability during the term of the Textor Employment Agreement, Mr.

Textor’s employment will terminate on

the date of death or total disability.

termination of Mr.

Textor’s employment by the Company, whether with Cause or without Cause, or by Mr.

Textor with Good Reason

or without Good Reason:

Company will pay Mr.

Textor his base salary and benefits (then owed, or accrued and owed in the future, but in all events

and without increasing Mr.

Textor’s rights under any other provision of the Textor Employment Agreement, excluding any

bonus payments not yet paid) through the date of termination;

Company will pay Mr.

Textor accrued by unpaid bonus and benefits (then owed or accrued) through the date of termination;

Company will pay Mr.

Textor any unreimbursed expenses incurred by Mr.

Textor pursuant to the terms of the Textor Employment

termination of Mr.

Textor’s employment by the Company without Cause, or by Mr.

Textor with Good Reason, in addition to the

payments set forth in (a) through (c) above, the Company will pay Mr.

Textor (i) an amount equal to his base salary (other than

bonus) as determined as of the date of termination, and (ii) any unvested incentive awards then held by Mr.

Textor will immediately

vest in full.

termination of Mr.

Textor’s employment by the Company with Cause, or by Mr.

Textor without Good Reason, in addition to the

payments set forth in (a) through (c) above, any unvested incentive awards then held by Mr.

Textor will be immediately forfeited.

to the terms of the Textor Employment Agreement, a termination for “Cause”

means a termination based upon:

material violation by Mr.

Textor of any material written rule or policy of the Company (A) for which violation any employee

may be terminated pursuant to the written policies of the Company reasonably applicable to an executive employee, and (B)

Textor fails to correct within 10 days after he receives written notice from the Board of such violation;

Textor to the material and demonstrable detriment of the Company;

Textor’s conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to,

used in the Textor Employment Agreement, Good Reason means the occurrence, without Mr.

Textor’s express written consent,

of any of the following:

significant diminution by the Company of Mr.

Textor’s role with the Company or a significant detrimental change in the

nature and/or scope of Mr.

Textor’s status with the Company (including a diminution in title);

reduction in base salary or target or maximum bonus, other than as part of an across the board reduction in salaries of management

personnel (including all vice presidents and positions above) of less than 20%;

any time following a change of control of the Company, a material diminution by the Company of compensation and benefits (taken

as a whole) provided to Mr.

Textor immediately prior to a Change of Control;

relocation of Mr.

Textor’s principal executive office to a location more than 50 miles further from Mr.

Textor’s

principal residence than Mr.

Textor’s principal executive office immediately prior to such relocation, or any requirement

Textor be based anywhere other than Mr.

Textor’s principal executive office;

other material breach by the Company of any of the terms and conditions of the Textor Employment Agreement.

Textor Employment Agreement contains covenants regarding Mr.

Textor’s non-competition and non-solicitation of employees

for 12 months.

Termination and Release Agreement

with the closing of the Exchange, the Company and Mr.

Bafer entered into that certain Termination and Release Agreement dated

as of August 8, 2018 (the “Bafer Termination Agreement”).

In connection with the Exchange and as provided in the Closing

Agreement, Mr.

Bafer resigned his position as Chief Executive Officer on August 8, 2018.

Pursuant to the terms of the Bafer Termination

Agreement, the employment agreement dated as of July 25, 2016 between the Company and Mr.

Bafer (the “2016 Bafer Agreement”)

was terminated effective immediately in connection with Mr.

Bafer’s resignation;

provided, however, that (i) the provisions

of Article 4 and Article 6 (other than Sections 6.7 and 6.8) remain in full force and effect, and (ii) the parties agreed that

the Company owes Mr.

Bafer certain past due payments pursuant to the 2016 Bafer Agreement and other instruments between the parties,

which amounts remain owed to Mr.

Bafer until paid.

The Bafer Termination Agreement contains customary representations and warranties

that the Company and Mr.

Bafer have made to each other.

Executive Chairman Agreement

with the closing of the Exchange, the Company entered into an Agreement for Executive Chairman of Board of Directors effective

August 8, 2018 (“Bafer Executive Chairman Agreement”).

The Bafer Executive Chairman Agreement has a term of one year

from August 8, 2018 and will continue thereafter for as long as Mr.

Bafer is elected as Chairman of the Board.

In exchange for

Bafer’s services as Chairman of the Board, the Company agreed to pay Mr.

Bafer an annual base salary of $500,000, subject

to annual increases as determined in the sole discretion of the Compensation Committee or the full Board if no Compensation Committee

In addition, Mr.

Bafer is also eligible to receive equity awards, and an annual target bonus payment equal, as a percentage

of his base salary, to that received by all other C-suite executives, subject to a minimum bonus of $100,000 per year.

to the minimum bonus, the bonus will be determined based on the achievement of certain performance objectives of the Company as

established by the Compensation Committee.

Bafer may be removed as Chairman by the majority vote of the Company’s stockholders.

The parties agree, however, that if

the Bafer Executive Chairman Agreement is terminated at any time, whether by majority vote of the Company’s shareholders

or otherwise, Mr.

Bafer will be entitled to a lump sum payment equal to the then current base salary.

of Bafer Employment Agreement

with the closing of the Exchange and Mr.

Bafer’s resignation as Chief Executive Officer, the 2016 Bafer Agreement was terminated

effective immediately, except as set forth in the Bafer Termination Agreement.

the Company and Mr.

Bafer entered into employment agreement effective April 11, 2017, July 25, 2016 and February 1, 2018.

agreements are no longer in effect.

Equity Awards At 2019 Fiscal Year-end

the end of our last completed fiscal year, our named executive officers did not have any outstanding unexercised options, stock

that has not vested, or equity incentive plan awards.

Gandler’s Employment Agreement

April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of FaceBank

merged with and into fuboTV whereby fuboTV continued as the surviving corporation and became a wholly owned subsidiary of FaceBank

pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 (the “Merger Agreement”)

by and among FaceBank, Merger Sub and fuboTV.

In accordance with the terms of the Merger Agreement, FaceBank’s Board of

Directors approved the appointment of David Gandler as Chief Executive Officer and the appointment of John Textor, FaceBank’s

prior Chief Executive Officer, as Executive Chairman of FaceBank, each effective as of the effective time of the merger.

Gandler entered into an Employment Agreement dated as of April 1, 2020 pursuant to which Mr.

Gandler agreed to serve as

the Company’s Chief Executive Officer (the “Gandler Employment Agreement”).

The Gandler Employment Agreement

will continue until the earlier of (i) Mr.

Gandler’s termination of employment or (ii) immediately prior to a listing of

the FaceBank Common Stock on either the Nasdaq Stock Market or the New York Stock Exchange (an “Uplist”), at which

time the Company and Mr.

Gandler have agreed to revisit and modify the terms of the Gandler Employment Agreement by reference

to other peer group companies.

Pursuant to the Gandler Employment Agreement, Mr.

Gandler shall receive a base salary of $500,000

per year, subject to increase, but not decrease, at the discretion of the compensation committee of the Board.

In addition, the

Company and Mr.

Gandler have agreed that Mr.

Gandler shall be eligible to receive an annual bonus in a minimum amount of $100,000

based on his meeting certain performance-based targets.

Pursuant to the Gandler Employment Agreement, Mr.

Gandler will receive

a bonus upon the successful Uplist of the FaceBank Common Stock.

Gandler is also eligible to receive equity based awards under

the Company’s compensation plans.

On April 1, 2020, the Company granted to Mr.

Gandler, a stock option to purchase 4,846,658

shares of FaceBank Common Stock at a price of $8.124 per share pursuant to the Company’s newly adopted 2020 Equity Incentive

Gandler’s option shall vest over a four year period at a rate of 1/48 per month of the total grant per month.

Gandler’s stock options are subject to 100% accelerated vesting in the event of his termination without Cause or for

Good Reason (each as defined in the Gandler Employment Agreement) following a change in control of the Company.

Further, if Mr.

Gandler’s employment is terminated without Cause or for Good Reason, he receives as severance an amount equal to his then

annual base salary and accelerated vesting of any unvested equity awards.

Gandler is also eligible to participate in the Company’s

employee benefit plans as in effect from time to time on the same terms as generally made available to other senior executives

of the Company and have other benefits provided to executives of the Company.

The Gandler Employment Agreement contains standard

non-compete and confidentiality provisions.

information required by this Item is incorporated herein by reference to our Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

May 29, 2020, we had 34,848,495 shares of our common stock issued and outstanding.

The following table sets forth information

regarding the beneficial ownership of our common stock as of May 29, 2020 by:

person known by us to be the beneficial owner of more than 5% of our common stock;

of our directors;

of our named executive officers;

executive officers and directors as a group.

otherwise indicated, the business address of each person listed is in care of 1330 Avenue of the Americas, New York, NY 10019.

The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares

of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise

of outstanding rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares

of our common stock owned by them, except to the extent that power may be shared with a spouse.

Named Executive Officers and Directors:

Amount and Nature of Beneficial

Percent of Class

8,114,360 (1)

Alexander Bafer

3,030,612 (2)

David Gandler

4,610,066 (3)

Edgar Bronfman, Jr.

7,461,970 (4)

Pär-Jörgen Pärson

All directors and officers as a group (6 persons)

5% Stockholders Not Listed Above:

Colesville Road

Spring, MD 20910

5,149,174 (6)

The Walt Disney Company

500 South Buena Vista Street

Burbank, CA 91521

6,630,012 (7)

Less than 1%.

(i) 7,658,270 held jointly by Mr.

Textor and Deborah W.

Textor’s spouse;

(ii) 246,535 held by Mrs.

Textor directly;

and (iii) 209,555 held by Mrs.

Textor as custodian for Mr.

Textor’s minor son.

are subject to the Voting agreement entered on August 8, 2018.

(i) 19 shares of common stock held by Mr.

(ii) 3,300,612 shares held by Brick Top Holdings, Inc., a company owned and

controlled by Mr.

Bafer and Mr.

Bafer has voting and dispositive control over the shares held by Brick Top Holdings,

These shares are subject to the Voting agreement entered on August 8, 2018.

1,575,817 shares of Series AA Convertible Preferred Stock which is convertible into 3,151,634

shares of common stock and stock options exercisable within 60 days of May 29, 2020.

Into 1,458,432 shares of common stock.

of these shares are held by Mr.

Bronfman in his individual capacity.

Represents (i) 285,714 shares of common stock held directly

by Waverley Capital, LP, (“Waverley Capital”) and (ii) 285,714 shares issuable upon exercise of a warrant held

directly by Waverley Capital and exercisable within 60 days of May 29, 2020.

Also includes 22,840 shares of Series AA Convertible Preferred Stock

which is convertible into 45,680 shares of common stock According to information provided to the Company

by Waverley Capital, the general partner of Waverley Capital is Waverley Capital Partners, LLC.

Bronfman and Dr.

Leff, as managing members of Waverley Capital Partners, LLC, may be deemed to have shared voting and investment power with

respect to these securities.

Bronfman and Dr.

Leff and Waverley Capital Partners, LLC disclaims beneficial ownership

of these securities except to the extent of its pecuniary interest therein and the inclusion of these securities herein shall

not be deemed an admission by any of them of beneficial ownership of the reported securities for purposes of Rule 13 under

the Exchange Act or for any other purposes.

The address for Waverley Capital is 300 Hamilton Avenue, 4th Floor, Palo Alto,

California 94301.

2,799 shares of common stock issuable pursuant to options held directly by Mr.

Pärson exercisable within 60 days of May

Includes 2,574,587 shares of Series AA Convertible

Preferred Stock which is convertible into 5,149,174 shares of common stock.

Scripps Networks, LLC is the direct holder of

the shares of Series AA Convertible Preferred Stock.

Scripps Networks, LLC is a wholly owned subsidiary of Scripps Networks

Interactive, Inc., which is a wholly owned subsidiary of Discovery, Inc.

Includes 3,315,006 share of Series AA Convertible

Preferred Stock which is convertible into 6,630,012 shares of common stock.

Authorized for Issuance under Equity Compensation Plans

Company adopted the 2014 Equity Incentive Stock Plan (the “Plan”).

The Plan provides for the issuance of up to 166,667

incentive stock options and nonqualified stock options to the Company’s employees, officers, directors, and certain consultants.

The Plan is administered by the Company’s Board, and has a term of 10 years.

this plan, 16,667 stock options have been granted to Mr.

Alex Bafer, in February 1, 2018.

table below sets forth information as of December 31, 2019.

of securities to be issued

exercise of outstanding options,

Weighted-average

price of outstanding

warrants and rights

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans

approved by security holders

Equity compensation

plans not approved by security holders

Certain Relationships and Related Transactions, and Director Independence.

do not have a written policy for the review, approval or ratification of transactions with related parties or conflicted transactions.

When such transactions arise, they are referred to our board of directors for its consideration.

owed to related parties as of December 31, 2019 and 2018 consist of the following:

Bafer, Executive Chairman

Textor, Chief Executive Officer

Chairman, Mr.

Bafer, advanced an unsecured, non-interest-bearing loan which is due on demand.

The amounts due to John Textor,

Chief Executive Officer, represent a liability assumed in the acquisition of EAI.

The amounts due to other related parties also

represent liabilities assumed in the acquisition of EAI.

the year ended December 31, 2019, the Company received approximately $423,000 from related parties, including a $300,000 advance

from FaceBank, Inc., a development stage company controlled by Mr.

Textor, $56,000 from Mr.

Bafer, $37,000 from Mr.

$30,000 from other related parties.

During the year ended December 31, 2019, the Company paid approximately $156,000 to related

parties, including $56,000 to Mr.

Bafer, $49,000 to Mr.

Textor and $51,000 to other related parties.

assumed a $172,000 note payable due to a relative of the CEO, John Textor.

The note has three-month roll-over provision and different

maturity and repayment amounts if not fully paid by its due date and bears interest at 18% per annum.

We have accrued default

interest for additional liability in excess of the principal amount.

The note is currently in default.

July 2015, we issued convertible promissory notes to Mr.

Bafer, Chairman, in exchange for the cancellation of previously issued

promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000.

The notes are unsecured,

bear interest of 5% per annum, matured on October 1, 2015 and are convertible into shares of common stock at a conversion price

equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount.

In October 2015, the

notes matured and became past due.

As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes.

In July 2016, the Company and Mr.

Bafer agreed to extend the maturity date of these notes to August 1, 2017 and cure the default.

There were no other terms changed and no additional compensation paid.

On May 22, 2019, the Company issued a non-convertible promissory

note to replace the convertible promissory notes.

The note has a principal balance of $264,365, accrues interest at a rate of

8% per annum and matured on August 31, 2019.

During the year ended December 31, 2019, Mr.

Bafer was repaid $258,850 of the principal

balance and approximately $46,160 of interest.

As part of this transaction, the Company and Mr.

Bafer agreed to transfer approx.

$124,000 from his note balance to accrued payroll.

December 28, 2016, we issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder.

note bears interest at 3% per annum, is due on March 24, 2017, and is convertible into shares of common stock at a conversion

price of $4,000 per share.

The promissory note was converted into 250,000 shares of common stock.

August 8, 2018, the Company entered into a Share Exchange Agreement (the “BTH and SV Exchange Agreement”) with Brick

Top Holdings, Inc.

a Florida corporation (“Brick Top”) owned by Alexander Bafer and Southfork Ventures, Inc.

corporation (“Southfork”) owned by Chris Leone, the company’s Chief Operating Officer and Director, pursuant

to which the Company agreed to acquire up to all of the shares of Series A preferred stock of the Company held by Brick Top and

Southfork, in exchange for the issuance of shares of Company common stock to Brick Top and Southfork.

The closing of the share

exchange contemplated by the BTH and SV Exchange Agreement occurred on August 8, 2018.

On such date, the Company issued (i) 2,725,000

shares of Company common stock in exchange for receipt of 3,750,000 shares of Series A preferred shares from Brick Top, and (ii)

908,333 shares of Company common stock in exchange for receipt of 1,250,000 shares of Series A preferred shares from Southfork.

This transaction was structured to simplify the capital structure of the Company, and to ensure voting rights were proportional

and equitable among all shareholders after the EAI acquisition was completed.

information required by this Item is incorporated herein by reference to our Proxy Statement.

Certain Relationships and Related Transactions

information required by this Item is incorporated herein by reference to our Proxy Statement.

Principal Accountant Fees and Services

April 23, 2020, the Company’s Board of Directors approved the appointment of L J Soldinger Associates, LLC (“Soldinger”)

as the Company’s independent registered public accounting firm.

The following table sets forth the fees billed or to be

billed to our company for the year ended December 31, 2019 for professional services rendered by Soldinger and for the year ended

December 31, 2018 for professional services rendered by Marcum LLP, our former independent registered public accounting firm.

Audit-Related Fees

fees to Soldinger were for professional services rendered for the audit of our annual financial statements for the year ended

December 31, 2019.

Audit fees payable to Marcum LLP were for professional services rendered for the audits of our annual financial

statements for the year ended December 31, 2018.

Audit-Related

2019 and 2018, Soldinger did not provide any assurance and related services that are reasonably related to the performance of

the audit or review or our financial statements that are not reported under the caption “Audit Fees”

Soldinger did not provide any services to us for tax compliance, tax advice and tax planning during 2019 and 2018, no tax fees

were billed or paid during those fiscal years.

did not provide any products and services not disclosed in the table above during 2019 and 2019.

As a result, there were no other

fees billed or paid during 2019 and 2018.

Policies and Procedures

board of directors has considered the nature and amount of fees billed by our independent registered public accounting firm and

believe that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.

Company’s Board reviews, and in its sole discretion pre-approves, our independent auditors’

annual engagement letter

including proposed fees and all audit and non-audit services provided by the independent auditors.

Accordingly, all services described

under “Audit Fees,”

“Audit-Related Fees,”

“Tax Fees”

and “All Other Fees”

pre-approved by our Company’s Board.

The Board may not engage the independent auditors to perform the non-audit services

proscribed by law or regulation.

information required by this Item is incorporated herein by reference to our Proxy Statement.

Exhibit and Financial Statement Schedules

Financial Statements.

known as Pulse Evolution Group, Inc .)

known as FaceBank Group, Inc .)

the years ended December 31, 2020 and 2019

to the Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Balance Sheets at December 31, 2019 and 2018

Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2019 and 2018

Statements of Stockholders’

Equity (Deficit) for the Years Ended December 31, 2019 and 2018

Statements of Cash Flows for the Years Ended December 31, 2019 and 2018

to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

the Shareholders and Board of Directors of

(formerly known as Pulse Evolution Group, Inc.) and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheet of FaceBank Group, Inc.

(formerly known as Pulse Evolution Group, Inc.)

and Subsidiaries (the “Company”) as of December 31, 2019, the related consolidated statement of operations, stockholders’

equity and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year ended December 31, 2019,

in conformity with accounting principles generally accepted in the United States of America.

Paragraph –

Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, incurred significant operating and

cash flow losses and needs to raise additional capital to sustain operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The consolidated financial statements do not include any adjustments that might become necessary should the Company

be unable to continue as a going concern.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on

the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company

Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

the Stockholders and Board of Directors

(formerly known as FaceBank Group, Inc.):

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of fuboTV Inc.

and subsidiaries (the Company) as of December 31,

2020, the related consolidated statement of operations and comprehensive loss, stockholders’

equity, and cash flows for

the year ended December 31, 2020, and the related notes (collectively, the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with U.S.

accepted accounting principles.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

LJ Soldinger Associates, LLC

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that

are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken

as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit

matters or on the accounts or disclosures to which they relate.

Determination

of the accounting acquirer

discussed in Notes 1 and 4 to the consolidated financial statements, effective April 1, 2020, in connection with an Agreement

and Plan of Merger and Reorganization (the “Merger Agreement”), fuboTV Pre-Merger merged with and into a wholly owned

subsidiary of FaceBank Pre-Merger (the Merger), with fuboTV Pre-Merger continuing as the surviving corporation and becoming a

wholly owned subsidiary of FaceBank Group Inc.

(the Company).

Subsequent to the Merger, the Company changed its name from FaceBank

to fuboTV Inc.

The Company accounted for the Merger as a business combination and concluded that FaceBank Pre-Merger

was the accounting acquirer based upon the terms of the Merger Agreement, and evaluation of a number of indicative factors.

identified the evaluation of the Company’s determination of the accounting acquirer to be a critical audit matter.

degree of auditor judgment was required in evaluating the relative importance of the indicative factors, individually and in the

aggregate, including the post combination voting rights, composition of the board of directors and management, the terms of the

exchange, the relative size of the entities, minority voting rights, and the entity initiating the business combination.

conclusion would result in a material difference in the accounting for the Merger.

following are the primary procedures we performed to address this critical audit matter.

We tested the Company’s conclusions

that FaceBank Pre-Merger was the accounting acquirer by:

management’s assessment of the post combination voting rights, composition of the board of directors and management,

the terms of the exchange, the relative size of the entities, minority voting interests, and the entity initiating the combination,

by comparing them to the articles of incorporation and bylaws of the Company, investor presentations, the Merger Agreement,

and board minutes of both FaceBank Pre-Merger, fuboTV Pre-Merger and the Company, and corroborating our understanding with

internal legal counsel and the audit committee,

of management of both FaceBank Pre-Merger and fuboTV Pre-Merger regarding the business purpose of the transaction and decisions

regarding the appointment of board members,

of certain acquired intangible assets

discussed in Notes 1 and 4 to the consolidated financial statements, effective April 1, 2020, fuboTV Pre-Merger merged with and

into a wholly owned subsidiary of FaceBank Pre-Merger.

The purchase price of $576.1 million was allocated to the net assets acquired,

inclusive of intangible assets including tradenames and software and technology.

The fair value of these intangible assets was

$243.6 million as of the acquisition date, of which $219.9 million related to the tradenames and software and technology.

determination of the acquisition date fair value of these intangible assets was primarily based on significant inputs that are

not observable in the market.

identified the assessment of the fair value measurement of the tradenames and software and technology intangible assets acquired

in the Merger (certain intangible assets) as a critical audit matter.

We identified certain key assumptions, including projected

revenues and related growth rates, royalty rates, and discount rates, which were utilized to estimate the fair values of certain

intangible assets, that required challenging auditor judgment.

These key assumptions are especially challenging to audit as differences

may result in material changes in the fair value of certain intangible assets.

primary procedures we performed to address the critical audit matter included the following.

We evaluated the growth rates used

by the Company to determine projected revenues by comparing them to certain industry benchmarks and publicly available data, as

well as historical achievement.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

the discount rates by comparing them to an independently developed range using publicly available market data for comparable

the royalty rates for certain intangible assets by comparing them to royalty rates from comparable licensing agreements within

the industry;

an estimated range of fair values of certain intangible assets using the Company’s revenue projections and independently

developed royalty rates and range of discount rates and comparing them to the Company’s fair value estimates.

of Audit Evidence over Subscriber Related Expenses

discussed in Note 3 to the consolidated financial statements, the Company recorded $204.2 million of subscriber related expenses

during the year ended December 31, 2020, which primarily related to costs for affiliate distribution rights related to content

The cost of affiliate distribution rights is generally incurred on a per subscriber basis and is recognized when the

related programming is distributed to subscribers.

The Company has certain arrangements whereby affiliate distribution rights

are paid in advance or subject to minimum guaranteed payments.

An accrual is established when actual affiliate distribution rights

are expected to fall short of the minimum guaranteed amounts.

identified the sufficiency of audit evidence over subscriber related expenses attributable to affiliate distribution rights as

a critical audit matter.

This matter required subjective auditor judgment given the complexity of the affiliate distribution rights

agreements and the Company’s determination of the charges based on its subscribers.

following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment in determining

the nature and extent of procedures to be performed over subscriber related expenses, including cost for affiliate distribution

For a sample of affiliate distribution rights, we obtained and read the related affiliate distribution rights agreements

and recalculated the subscriber expenses based upon the contractual inputs.

We validated the per subscriber rates by agreeing

them to the related contract.

We independently developed an expected range of the number of monthly subscribers based on a combination

of inputs such as cash received and published plan prices and assessed the subscriber count inputs to the calculation as compared

to our expectation.

If minimum subscriber counts were not met for the period, we recalculated the affiliate distribution rights

agreements expenses for the period based on the contractual minimum guarantee.

We evaluated the sufficiency of audit evidence

obtained over subscriber related expenses by assessing the results of procedures performed, including the appropriateness of the

nature and extent of such evidence.

have served as the Company’s auditor since 2020.

5 unchanged sentences

(formerly known as Pulse Evolution Group, Inc.)

and Subsidiaries (the “Company”) as of December 31, 2018, the related consolidated statements of operations, stockholders’

and Subsidiaries (the “Company”) as of December 31, 2019, the related consolidated statement of operations, stockholders’

equity and cash flows for the year ended December 31, 2019, and the related notes (collectively referred to as the “financial

3 unchanged sentences

in conformity with accounting principles generally accepted in the United States of America.

Paragraph –

Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 2, the Company has a significant working capital deficiency, incurred significant operating and

cash flow losses and needs to raise additional capital to sustain operations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The consolidated financial statements do not include any adjustments that might become necessary should the Company

be unable to continue as a going concern.

financial statements are the responsibility of the Company’s management.

19 unchanged sentences

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

LJ Soldinger Associates, LLC

29, 2020, except for the effects of the restatement as to which the date is August 10, 2020

have served as the Company’s auditor in 2020.

known as Pulse Evolution Group, Inc.)

(formerly known as FaceBank Group, Inc.)

Balance Sheets

2 unchanged sentences

Accounts receivable, net

Prepaid expenses

Prepaid and other current assets

Total current assets

Property and equipment,

Financial assets

at fair value

Intangible assets

Property and equipment, net

Restricted cash

Financial assets at fair value

Intangible assets, net

Right-of-use assets

Other non-current assets

LIABILITIES AND STOCKHOLDERS’

4 unchanged sentences

Notes payable

related parties

Convertible notes,

net of $710 and $456 discount as of December 31, 2019 and 2018, respectively

Convertible notes

- related parties

Notes payable - related party

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

Shares settled liability

for intangible asset

Warrant liability

Deferred revenue

Profit share liability

Warrant liabilities

Derivative liability

Current portion

of lease liability

Long-term borrowings - current portion

Current portion of lease liability

Total current liabilities

Deferred income

Other long-term

Deferred income taxes

Lease liability

Long-term borrowings

COMMITMENTS AND CONTINGENCIES

Series D Convertible

Preferred stock, par value $0.0001, 2,000,000 shares authorized, 461,839 shares issued and outstanding as of December 31,

aggregate liquidation preference of $462 as of December 31, 2019

Other long-term liabilities

Total liabilities

COMMITMENTS AND CONTINGENCIES (Note 17)

Series D Convertible Preferred stock, par value $0.0001, 2,000,000 shares authorized, 0 and 461,839 shares issued and outstanding as of December 31, 2020 and 2019, respectively;

aggregate liquidation preference of $0 and $462 as of December 31, 2020 and December 31, 2019, respectively

Stockholders’

Series A Preferred

stock, par value $0.0001, 5,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and 2018, respectively

Series B Convertible

Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019 and

2018, respectively

Series C Convertible

Preferred stock, par value $0.0001, 41,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2019

and 2018, respectively

Series X Convertible

Preferred stock, par value $0.0001, 1,000,000 shares authorized, 0 and 1,000,000 shares issued and outstanding as of December

31, 2019 and 2018, respectively

Common stock par

value $0.0001:

Series AA Convertible Preferred stock, par value $0.0001, 35,800,000 shares authorized, 23,219,613 and 0 shares issued and outstanding as of December 31, 2020 and 2019, respectively

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

Common stock par value $0.0001:

400,000,000 shares authorized;

28,912,500 shares issued and 7,532,776 shares outstanding at December 31, 2019

and 2018, respectively

Additional paid-in

92,490,768 and 28,912,500 shares issued at December 31, 2020 and 2019, respectively;

91,690,768 and 28,912,500 shares outstanding at December 31, 2020 and 2019, respectively

Additional paid-in capital

Treasury stock, at cost, 800,000 shares at December 31, 2020 and no shares at December 31, 2019

Accumulated deficit

Non-controlling

Accumulated other

comprehensive loss

stockholders’

LIABILITIES AND STOCKHOLDERS’

Non-controlling interest

Accumulated other comprehensive loss

Total stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY AND TEMPORARY EQUITY

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

known as Pulse Evolution Group, Inc.)

Statements of Operations and Comprehensive Income (Loss)

in thousands except for share and per share information)

the Years Ended

(formerly known as FaceBank Group, Inc.)

Statements of Operations and Comprehensive Loss

thousands, except for share and per share information)

For the Years Ended December 31,

Subscriptions

What changed 10-K

Item 9A. Controls and Procedures