What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-25 · 1860 added, 1844 removed, 496 unchanged (88% of the section changed)

Controls and Procedures.

of Management on Internal Controls over Financial Reporting.

Limitations on effectiveness of controls

and procedures

designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design

of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply

judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the

period covered by this Annual Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act).

Based upon that evaluation, our principal executive officer and principal financial officer concluded

that, as of December 31, 2021, our disclosure controls and procedures were

effective at the reasonable assurance level.

Report 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,

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

with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness

of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31,

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, 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

2021, management completed an assessment of the Company’s internal control over financial reporting based on the 2013 Committee

of Sponsoring Organizations (COSO) framework.

Based on that assessment, management concluded that our internal control over financial

reporting was effective as of December 31, 2021.

KPMG, our independent registered public accounting firm, has issued an attestation report on our internal control

over financial reporting, which is included below.

Attestation Report of the Registered

Public Accounting Firm

of Independent Registered Public Accounting Firm

the Stockholders and Board of Directors

Opinion on Internal Control

Over Financial Reporting

have audited fuboTV Inc.

and subsidiaries’ (the Company) internal control over financial reporting as of

December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all

material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria

established in Internal Control – Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission.

also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated

balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive

loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial

statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment

of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Controls

over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting

based on our audit.

We are a public accounting firm registered with the 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.

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 effective internal control over financial reporting was maintained in all material respects.

of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based

on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

that our audit provides a reasonable basis for our opinion.

Definition and Limitations

of Internal Control Over Financial Reporting

company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the

maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance

with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

York, New York

February 28, 2022

Changes in Internal Control over Financial Reporting

Except as described below, there have

been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our 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 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.

Remediation of Material Weaknesses

our Annual Report on Form 10-K/A for our fiscal year ended December 31, 2020, management identified material weaknesses in our

internal control over financial reporting with respect to accounting considerations for non-routine transactions and for business

combinations and the allocation of consideration to the acquired assets and assumed liabilities.

During 2021, management took the necessary

steps to remediate these material weaknesses.

2021, the Company consummated the acquisitions of a sports betting and interactive gaming company, a television streaming company based

in France and an AI-powered computer vision platform with patent-pending video recognition technologies based in Bangalore, India.

Management took steps to address the internal control deficiencies that contributed to the aforementioned material weakness relating

to non-routine transactions, including:

financial and legal due diligence performed by various members of the Company and outside legal counsel.

Board of Directors reviewed

the strategic business case and formally approved the transaction;

model assumptions were supported by detailed documentation of the reasonableness of the assumptions used;

the competency of the valuation specialist engaged to determine the fair value of specific accounts on the opening balance sheet;

and completeness of assets acquired and liabilities assumed as of the closing date were determined through specific procedures;

Comprehensive

technical accounting memo was prepared that documents the applicable accounting for business combinations;

income tax impact of the acquisition was assessed and documented.

2021, we also implemented the following for the aforementioned material weakness relating to internal controls over financial reporting,

additional accounting personnel with appropriate GAAP technical accounting expertise;

additional controls around identification, documentation, and application of technical accounting guidance with particular emphasis

on complex and non-routine transactions.

These controls 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;

an experienced tax specialist and implemented specific procedures in the review of tax accounting, designed to enhance our income

tax controls;

to work with the third-party provider to strengthen

our internal controls for compliance with the Sarbanes-Oxley Act.

on the foregoing remediation measures taken during 2021, management has determined that the material weaknesses in internal control over

financial reporting have been remediated as of December 31, 2021.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

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”).

board of directors has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, including

our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar

We have posted a current copy of our Code of Business Conduct and Ethics on our investor relations website under the Governance

tab at https://ir.fubo.tv .

In addition, we intend to post on our website all disclosures that are required by law or the NYSE

listing standards concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics.

The information

contained on our website is not incorporated by reference into this Annual Report.

remaining information required by this item will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders,

and such required information is incorporated herein by reference.

Executive Compensation.

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

information required by this Item 11 will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders

and such information is incorporated herein by reference.

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

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.

information required by this Item 12 will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders

and such information is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

information required by this item will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders, and

such information is incorporated herein by reference.

Principal Accountant Fees and Services.

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

information required by this item will be included in our definitive proxy statement for our 2022 Annual Meeting of Stockholders, and

such information is incorporated herein by reference.

Exhibit and Financial Statement Schedules

Financial Statements.

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

following documents are included on pages F-1 through F-40 attached hereto and are filed as part of this Annual Report on Form

Reference is made to the Index to Consolidated Financial Statements on Page F-1.

Financial Statement Schedules.

All financial statement schedules are omitted

because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto.

The following is a list of exhibits filed as part of this Annual Report on Form 10-K:

/ Furnished Herewith

Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 by and among FaceBank Group, Inc., fuboTV Acquisition Corp.

and fuboTV, Inc.

Articles of Incorporation dated February 20, 2009

Articles of Amendment to Articles of Incorporation dated October 5, 2010

Articles of Amendment to Articles of Incorporation dated December 31, 2014

Articles of Amendment to Articles of Incorporation dated January 11, 2016

Certificate of Designation of Series A Preferred Stock dated June 23, 2016

Certificate of Designation of Series B Preferred Stock dated June 23, 2016

Certificate of Designation of Series C Preferred Stock dated July 21, 2016

Second Amended Certificate of Designation of Series C Preferred Stock dated March 3, 2017

Articles of Amendment to Articles of Incorporation dated October 17, 2017

Certificate of Designation of Preferences and Rights of Series X Convertible Preferred Stock dated August 3, 2018

Articles of Amendment to Articles of Incorporation dated September 9, 2019

Articles of Amendment to Articles of Incorporation dated March 16, 2020

Certificate of Designation of Series AA Convertible Preferred Stock dated March 20, 2020

Articles of Amendment to Articles of Incorporation dated September 29, 2016

Articles of Amendment to Articles of Incorporation dated January 9, 2017

Articles of Amendment to Articles of Incorporation dated May 11, 2017

Articles of Amendment to Articles of Incorporation dated February 12, 2018

Articles of Amendment to Articles of Incorporation dated January 29, 2019

Articles of Amendment to Articles of Incorporation dated July 12, 2019

Articles of Amendment to Articles of Incorporation dated August 10, 2020

Articles of Amendment to Articles of Incorporation dated September 29, 2020

Bylaws of the registrant

Amendment to the Bylaws of the registrant dated June 22, 2016

Amendment to the bylaws of the Company dated July 20, 2016

Amendment to the bylaws of the Company dated September 13, 2020

Form of Common Stock Certificate

Form of Common Stock Purchase Warrant in connection with the private placement between May 11, 2020 and June 8, 2020

Indenture, dated as of February 2, 2021, by and between fuboTV Inc.

Bank National Association, as Trustee

Form of Note, representing fuboTV Inc.’s 3.25% Convertible Senior Notes due 2026 (included in Exhibit 4.3)

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

2015 Equity Incentive Plan

Form of Stock Option Agreement under the fuboTV Inc.

2015 Equity Incentive Plan

2020 Equity Incentive Plan, as amended

Form of Stock Option Agreement under the fuboTV Inc.

2020 Equity Incentive Plan, as amended

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc.

2020 Equity Incentive Plan, as amended (standard)

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc.

2020 Equity Incentive Plan, as amended (key employees)

Vigtory, Inc.

2020 Equity Compensation Plan, as amended, and related form agreements

Form of Indemnification Agreement by and between fuboTV Inc.

and its directors and officers

Employment Agreement, by and between David Gandler and the Company, dated October 8, 2020.

Lease dated February 23, 2021 by and among fuboTV Inc.

and HWA 1290 III LLC, HWA 1290 IV LLC and HWA 1290 V LLC

Outside Director Compensation Policy

Consulting Agreement by and between the Company and Ignacio Figueras dated as of November 25, 2020

Amended and Restated Transition Agreement, dated as of December 31, 2021, between fuboTV Inc.

and Simone Nardi, as further amended on February 7, 2022

Consulting Agreement, by and among the Company and HC Marketing, LLC, a company controlled by Jordan Fiksenbaum, dated as of March 18, 2021

Offer Letter, dated as of January 3, 2022, by and between fuboTV Inc.

and John Janedis

Form of Purchase Agreement, by and between the Company and the Purchaser

List of Significant Subsidiaries of fuboTV Inc.

Consent of L J Soldinger Associates, LLC, independent registered public accounting firm

Consent of KPMG LLP, independent auditor

Certification

of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

Certification

of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

Certification

of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350.

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XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

management contract or compensatory plan.

Form 10-K Summary

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

February 28, 2022

/s/ David Gandler

David Gandler

Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints David Gandler and John Janedis, and each of them, as his or her true and

lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for him or her and in his or her name, place and

stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits

thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact

and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,

as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said

attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ David Gandler

Chief Executive Officer and Director

February 28, 2022

David Gandler

( principal executive officer )

/s/ John Janedis

Chief Financial Officer

February 28, 2022

( principal financial officer and principal accounting officer )

/s/ Edgar Bronfman, Jr.

Executive Chairman and Director

February 28, 2022

Edgar Bronfman

/s/ Daniel Leff

February 28, 2022

/s/ Pär-Jörgen Pärson

February 28, 2022

Pär-Jörgen Pärson

/s/ Ignacio Figueras

February 28, 2022

Ignacio Figueras

/s/ Henry Ahn

February 28, 2022

/s/ Laura Onopchenko

February 28, 2022

Laura Onopchenko

to Consolidated Financial Statements

of Independent Registered Public Accounting Firms Auditor Name:

LLP (PCAOB ID:

185 ) Auditor Location:

New York, NY .

Auditor Name:

LJ Soldinger Associates, LLC

318 ) Auditor Location:

Deer Park, IL

Consolidated Balance Sheets as of December 31, 2021 and 2020

Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2021, 2021 and 2019

Consolidated Statements of Stockholders’

Equity for the Years Ended December 31, 2020 and 2019

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019

1 unchanged sentence

of Independent Registered Public Accounting Firm

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.

To the Stockholders

and Board of Directors

Opinion on the Consolidated Financial

have audited the accompanying consolidated balance sheets of fuboTV Inc.

and subsidiaries (the Company) as of December 31, 2021

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 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 consolidated financial statements, whether

and 2020, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the

years then ended, 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, 2021

and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

generally accepted accounting

audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s

internal control over financial reporting as of December 31, 2021, based on criteria established in Internal

Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations

of the Treadway Commission, and our report dated February 28, 2022 expressed an unqualified opinion on the effectiveness of

the Company’s internal control over financial reporting.

Basis for Opinion

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 audits.

We are a public accounting firm registered with the 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.

conducted our audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits 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.

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.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matter

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

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

(1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or

disclosures to which it relates.

for certain stock-based compensation awards

discussed in Notes 3 and 15 to the consolidated financial statements, during the year ended December 31, 2021, the Company awarded stock-based

compensation including stock options and restricted stock units that have certain performance-based vesting conditions and stock options

with market-based vesting conditions.

The vesting of certain performance-based options is based upon the achievement of certain annual

performance metrics and is subject to the approval of the Board of Directors.

The fair value of the market-based awards as well as the

expected vesting date were estimated using a Monte Carlo simulation model.

The Company reported stock-based compensation expense of $63.8

million for the year ended December 31, 2021.

identified the accounting for certain performance-based and market-based stock compensation awards as a critical audit matter.

effort associated with evaluating the Company’s accounting for the determination of the grant date for certain performance-based

awards and the evaluation of the model used to determine the fair value and the derived service period for the market-based awards required

significant auditor judgement and specialized skills and knowledge.

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.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

We evaluated the design and tested the operating

effectiveness of certain internal controls related to the accounting for performance-based and market-based stock compensation awards.

This included controls related to the determination of the grant date of awards and the valuation and determination of the derived service

period for market-based awards.

We evaluated the accounting for these stock-based compensation awards by evaluating management’s

accounting conclusions with respect to the grant date of the performance-based awards against relevant accounting literature.

valuation professionals with specialized skills and knowledge who assisted in evaluating (1) the appropriateness of the model utilized

in management’s estimate of the fair value and (2) the calculation of the fair value and the derived service period for the market-based

awards by comparing management’s estimate to a separate calculation of the fair value and derived service period.

We have served

as the Company’s auditor since 2020.

New York, New

February 28, 2022

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

2 unchanged sentences

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.

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.

(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.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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 or fraud.

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.

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

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.

(formerly known as FaceBank Group, Inc.)

29, 2020, except for the effects of the restatement discussed in Note 2 as to which the date is August 10, 2020

have served as the Company’s auditor since 2020.

Balance Sheets

1 unchanged sentence

Current assets

Cash and cash equivalents

Cash reserved for users

Accounts receivable, net

3 unchanged sentences

Restricted cash

Financial assets at fair value

Intangible assets, net

1 unchanged sentence

Other non-current assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable

Accrued expenses

Due to related parties

Accrued expenses and other current liabilities

Notes payable

Notes payable - related party

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

Shares settled liability

Deferred revenue

Profit share liability

Warrant liabilities

Derivative liability

Long-term borrowings - current portion

Current portion of lease liability

Current portion of lease liabilities

Total current liabilities

Convertible notes, net of discount

Deferred income taxes

Lease liability

Long-term borrowings

Lease liabilities

Other long-term liabilities

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES (Note 16)

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 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

Stockholders’ equity:

Series AA Convertible Preferred stock, par value $ 0.0001 , 35,800,000 shares authorized, no shares issued and outstanding at December 31, 2021 and 23,219,613 shares issued and outstanding at December 31, 2020

Common stock par value $ 0.0001 :

400,000,000 shares authorized;

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

153,950,895 and 92,490,768 shares issued at December 31, 2021 and December 31, 2020, respectively;

153,950,895 and 91,690,768 shares outstanding at December 31, 2021 and December 31, 2020 respectively

Additional paid-in capital

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

Treasury stock, at cost, no shares at December 31, 2021 and 800,000 shares December 31, 2020

Accumulated deficit

( 1,009,293 )

Non-controlling interest

Accumulated other comprehensive loss

Total stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY AND TEMPORARY EQUITY

Accumulated other comprehensive income

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

(formerly known as FaceBank Group, Inc.)

Statements of Operations and Comprehensive Loss

1 unchanged sentence

For the Years Ended December 31,

Subscriptions

What changed 10-K

Item 9A. Controls and Procedures