What changed in this filing

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Item 9A. Controls and Procedures

2024-03-05 compared with 2023-02-27 · 434 added, 564 removed, 1096 unchanged (48% of the section changed)

11 unchanged sentences

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

Changes in Internal Control over Financial Reporting

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, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Conte nts

Audit Report of Independent Registered Public Accounting Firm

Table o f Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors fuboTV Inc.:

To the Shareholders and Board of Directors

Opinion on Internal Control Over Financial Reporting

2 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We 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, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 27, 2023 expressed an unqualified opinion on those consolidated financial statements.

We 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, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated March 4, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

New York, New York

February 27, 2023

Table of Conte nts

March 4, 2024

Table o f Contents

Changes in Internal Control over Financial Reporting

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

(b) During the three months ended December 31, 2023, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not Applicable.

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Directors, Executive Officers and Corporate Governance.

6 unchanged sentences

The information required by this Item 11 will be included in our definitive proxy statement for our 2024 Annual Meeting of Shareholders and such information is incorporated herein by reference.

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

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

The information required by this Item 12 will be included in our definitive proxy statement for our 2024 Annual Meeting of Shareholders and such information is incorporated herein by reference.

3 unchanged sentences

The information required by this item will be included in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such information is incorporated herein by reference.

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Exhibit and Financial Statement Schedules

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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.

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(a)(3) Exhibits.

38 unchanged sentences

10-Q 000-55353 3.1(p) 7/6/2020

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3.1(q) Articles of Amendment to Articles of Incorporation dated February 12, 2018

10 unchanged sentences

S-3 333-266557 3.1(v) 8/5/2022

Articles of Amendment to Articles of Incorporation dated June 15, 2023

3.2 Amended and Restated Bylaws of the Company, dated March 1, 2022

9 unchanged sentences

8-K 001-39590 4.2 2/2/2021

4.5 Indenture, dated as of January 2, 2024, among fuboTV Inc., the Guarantors and U.S.

Bank Trust Company, National Association, as trustee and collateral agent

4.6 Form of Note, representing fuboTV Inc.’s Convertible Senior Secured Notes due 202 9 (included in Exhibit 4.

4.7 Registration Rights Agreement, dated as of January 2, 2024, between fuboTV Inc.

and certain affiliates and related funds of Mudrick Capital Management, L.P.

99.2 1/2/2024

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

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10-Q 000-55353 10.3 7/6/2020

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10.3† fuboTV Inc.

2020 Equity Incentive Plan, as amended

2020 Equity Incentive Plan, as amended and restated

8-K 001-39590 10.1 6/20/2023

8 unchanged sentences

10-K 001-39590 10.6 3/1/2022

10.7† Vigtory, Inc.

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

S-8 333-253951 4.1 3/5/2021

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

2020 Equity Incentive Plan, as amended

001-39590 10.2 5/8/2023

10.8† fuboTV Inc.

10 unchanged sentences

10-Q 001-39590 10.4 8/8/2022

202 3 Employment Inducement Equity Incentive Plan

10-Q 001-39590

10.1 8/7/2023

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

202 3 Employment Inducement Equity Incentive Plan (standard)

10-Q 001-39590

10.2 8/7/2023

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

202 3 Employment Inducement Equity Incentive Plan (key employee)

10-Q 001-39590

10.3 8/7/2023

Form of Stock Option Award Agreement to the fuboTV Inc.

202 3 Employment Inducement Equity Incentive Plan

10-Q 001-39590

10.4 8/7/2023

Form of Indemnification Agreement by and between fuboTV Inc.

1 unchanged sentence

8-K 000-55353 10.2 4/7/2020

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

Employment Agreement, by and between David Gandler and the Company, dated M ay 4 , 202 3 .

8-K 001-39590 10.1 5/8/2023

2 unchanged sentences

8-K 001-39590 10.1 3/3/2021

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10.19 fuboTV Inc.

Outside Director Compensation Policy

10-K 001-39590 10.21 3/25/2021

001-39590 10.6 11/3/2023

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

3 unchanged sentences

10-K 001-39590 10.15 3/1/2022

E xecutive Severance Plan

001-39590 10.5 11/3/2023

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

3 unchanged sentences

8-K 001-39590 10.10 8/5/2022

10.25 Exchange Agreement, dated as of December 29, 2023, between fuboTV Inc.

and certain affiliates and related funds of Mudrick Capital Management, L.P.

8-K 001-39590 10.1 1/2/2024

21.1 List of Significant Subsidiaries of fuboTV Inc.

001-39590 21.1 2/27/2023

23.1 Consent of KPMG LLP, independent auditor

3 unchanged sentences

Section 1350.

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97.1 FuboTV Inc.

Policy for Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *

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

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Form 10-K Summary

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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 27, 2023

March 4, 2024

/s/ David Gandler

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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.

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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.

Signature Title Date

/s/ David Gandler Chief Executive Officer and Director February 27, 2023

/s/ David Gandler Chief Executive Officer and Director March 4, 2024

David Gandler ( principal executive officer )

/s/ John Janedis Chief Financial Officer February 27, 2023

/s/ John Janedis Chief Financial Officer March 4, 2024

John Janedis ( principal financial officer and principal accounting officer )

/s/ Edgar Bronfman, Jr.

Executive Chairman and Director February 27, 2023

Edgar Bronfman

/s/ Ignacio Figueras Director February 27, 2023

Executive Chairman and Director March 4, 2024

Edgar Bronfman, Jr.

/s/ Ignacio Figueras Director March 4, 2024

Ignacio Figueras

/s/ Julie Haddon Director February 27, 2023

/s/ Daniel Leff Director February 27, 2023

/s/ Laura Onopchenko Director February 27, 2023

/s/ Julie Haddon Director March 4, 2024

/s/ Daniel Leff Director March 4, 2024

/s/ Laura Onopchenko Director March 4, 2024

Laura Onopchenko

Pär-Jörgen Pärson Director February 27, 2023

/s/ Pär-Jörgen Pärson

Director March 4, 2024

Pär-Jörgen Pärson

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Index to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firms Auditor Name:

Report of Independent Registered Public Accounting Firm Auditor Name:

KPMG LLP (PCAOB ID:

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Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 3 , 202 2 and 202 1

Consolidated Statements of S hareholders ’ Equity for the Years Ended December 31, 202 2 , 202 1 and 2020

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 202 3 , 202 2 and 202 1

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors fuboTV Inc.:

To the Shareholders and Board of Directors

Opinion on the Consolidated Financial Statements

3 unchanged sentences

generally accepted accounting principles.

We also have 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, 2022, 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 27, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 3 to the consolidated financial statements, the Company has changed its method of accounting for the 2026 Convertible Notes as of January 1, 2022 due to the adoption of Accounting Standards Update (ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.

We also have 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, 2023, 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 March 4, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

13 unchanged sentences

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.

Goodwill impairment assessment for the streaming reporting unit

As discussed in Notes 3 and 8 to the consolidated financial statements, the Company’s goodwill balance for the streaming reporting unit is $618.5 million as of December 31, 2022.

Since October 1, 2022, the Company experienced sustained decreases in its stock price and market capitalization.

As a result, the Company conducted an impairment test of its goodwill as of December 31, 2022, estimating the fair value of its streaming reporting unit by weighting results from a market approach and an income approach.

The results of the impairment test showed that the fair value was in excess of the carrying value of the reporting unit.

Therefore, it was determined that goodwill is not impaired.

We identified the assessment of the fair value of the streaming reporting unit for purposes of the December 31, 2022 goodwill impairment test as a critical audit matter.

A high degree of subjective auditor judgment was required to evaluate certain assumptions used in the income approach.

Specifically, the Company’s determination of the revenue growth, subscriber related expenses and discount rate used in the test were challenging as they represented subjective determinations of future market and economic conditions.

Changes in these assumptions could have had a significant effect on the Company’s assessment of the fair value of the streaming reporting unit.

Additionally, the audit effort associated with the discount rate required specialized skills and knowledge.

Sufficiency of audit evidence over subscriber related expenses

As discussed in Note 3 to the consolidated financial statements, the Company recorded $1,213.3 million of subscriber related expenses during the year ended December 31, 2023, which primarily related to costs for affiliate distribution rights related to content streaming.

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.

We identified the evaluation of the sufficiency of audit evidence over subscriber related expenses related to affiliate distribution rights as a critical audit matter.

This matter required subjective auditor judgment given the nature of audit evidence over the completeness and accuracy of the subscriber data used in the determination of affiliate distribution rights expense.

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

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment assessment process, including controls related to the revenue growth, subscriber related expenses and discount rate used.

We evaluated the reasonableness of the Company’s revenue growth by comparing it to historical results, analyst reports and the Company’s underlying business strategies and growth plans.

We evaluated the reasonableness of subscriber related expenses by comparing them to historical results and distribution rights arrangements with content providers.

To assess the Company’s ability to accurately project revenue growth and subscriber related expenses, we compared the Company’s historical projections to actual results.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in developing an estimate of the discount rate using inputs from publicly available market data and comparing the result to the Company's discount rate assumption.

We applied auditor judgment to determine the nature and extent of procedures to be performed over subscriber related expenses related to the cost for affiliate distribution rights.

We evaluated the design and tested the operating effectiveness of certain internal controls over the recognition of costs related to affiliate distribution rights.

This included controls related to the completeness and accuracy of the subscriber data used in the affiliate distribution rights computations, including relevant general and application information technology controls.

We developed an expectation of subscriber related expenses related to affiliate distribution rights based upon the change in average monthly subscribers per monthly subscriber count reports and the contractual rate per the affiliate distribution rights agreements and compared the amounts recorded to our expectation.

We evaluated the completeness and accuracy of monthly subscriber count reports by validating whether certain subscribers were appropriately included or excluded from the monthly subscriber count reports based on underlying supporting documentation.

We evaluated the sufficiency of audit evidence obtained over subscriber related expenses related to affiliate distribution rights by assessing the results of procedures performed, including the appropriateness of the nature of such evidence.

We have served as the Company’s auditor since 2020.

New York, New York

February 27, 2023

March 4, 2024

Consolidated Balance Sheets

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Other non-current assets 17,818 3,532

Assets of discontinued operations — 70,228

Total assets $ 1,232,640 $ 1,277,774

5 unchanged sentences

Deferred revenue 90,203 65,370

Warrant liabilities — 3,548

Long-term borrowings - current portion 1,612 1,986

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Convertible notes, net of discount 391,748 394,094

Deferred income taxes 765 2,431

Deferred tax liabilities — 765

Lease liabilities 38,087 39,266

Other long-term liabilities 1,635 1,565

Liabilities of discontinued operations — 11,133

Total liabilities 948,815 874,444

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Total shareholders’ equity 283,825 401,682

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,277,774 $ 1,369,778

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 1,232,640 $ 1,277,774

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

5 unchanged sentences

Advertising 115,370 101,739 73,749

Software licenses, net — — 7,295

Other 3,276 1,071 180

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Depreciation and amortization 36,496 36,731 37,666

Impairment of goodwill and intangible assets — — 248,926

Total operating expenses 1,657,575 1,420,553 966,647

1 unchanged sentence

Other income (expense)

Interest expense and financing costs ( 11,696 ) ( 13,451 ) ( 18,637 )

Interest expense ( 13,712 ) ( 14,194 ) ( 13,451 )

Interest income 10,971 2,498 —

Amortization of debt discount ( 2,574 ) ( 2,476 ) ( 14,928 )

Gain on sale of assets — — 7,631

Loss on extinguishment of debt — ( 380 ) ( 24,521 )

Loss on deconsolidation of Nexway — — ( 11,919 )

Gain (loss) on extinguishment of debt 1,607 — ( 380 )

Change in fair value of warrant liabilities — ( 1,701 ) 2,659

Change in fair value of shares settled liability — — ( 1,665 )

Change in fair value of derivative liability — — ( 426 )

Change in fair value of profit share liability — — 1,971

Unrealized gain on equity method investment — — 2,614

Foreign currency exchange loss — — ( 1,010 )

Other income (expense) ( 923 ) 1,019 ( 90 )

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Discontinued operations

Loss from discontinued operations before income taxes ( 136,874 ) ( 31,177 ) —

Income tax benefit — — —

Net loss from discontinued operations ( 136,874 ) ( 31,177 ) —

Net income (loss) from discontinued operations before income taxes 5,185 ( 136,874 ) ( 31,177 )

Income tax — — —

Net income (loss) from discontinued operations 5,185 ( 136,874 ) ( 31,177 )

Net loss ( 287,917 ) ( 561,919 ) ( 382,963 )

Net loss attributable to non-controlling interest 463 442 126

Net loss attributable to common shareholders $ ( 287,454 ) $ ( 561,477 ) $ ( 382,837 )

Consolidated Statements of Operations and Comprehensive Loss (Continued)

2 unchanged sentences

2023 2022 2021

Net loss attributable to non-controlling interest 442 126 29,059

Net loss attributable to controlling interests ( 561,477 ) ( 382,837 ) ( 570,333 )

Deemed dividend - beneficial conversion feature on preferred stock — — ( 171 )

Net loss attributable to common shareholders $ ( 561,477 ) $ ( 382,837 ) $ ( 570,504 )

Other comprehensive income (loss)

3 unchanged sentences

Basic and diluted loss per share from continuing operations $ ( 1.06 ) $ ( 2.33 ) $ ( 2.56 )

Basic and diluted loss per share from discontinued operations $ ( 0.75 ) $ ( 0.23 ) $ —

Basic and diluted income (loss) per share from discontinued operations $ 0.02 $ ( 0.75 ) $ ( 0.23 )

Basic and diluted loss per share $ ( 1.04 ) $ ( 3.08 ) $ ( 2.78 )

14 unchanged sentences

Balance at December 31, 2020 (As restated) 23,219,613 $ 406,665 92,490,768 $ 9 $ 853,824 ( 800,000 ) $ — $ ( 626,456 ) — $ ( 11,094 ) $ 622,948

— $ — 28,912,500 $ 3 $ 257,002 — $ — $ ( 56,123 ) $ ( 770 ) $ 22,602 $ 222,714

Issuance of common stock for cash — — 22,664,464 2 203,262 — — — — — 203,264

Issuance of common stock and warrants for cash — — 9,119,066 2 43,097 — — — — — 43,099

Issuance of common stock - subsidiary share exchange — — 2,753,819 — 2,042 — — — — ( 2,042 ) —

Common stock issued in connection with note payable — — 70,500 — 259 — — — — — 259

Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock — — — — ( 171 ) — — — — — ( 171 )

Accrued Series D Preferred Stock dividends — — — — ( 17 ) — — — — — ( 17 )

Deconsolidation of Nexway — — — — — — — — 770 ( 2,595 ) ( 1,825 )

Right to receive Series AA Preferred Stock in connection with acquisition of fuboTV Merger 32,324,362 566,124 — — — — — — — — 566,124

Conversion of Series AA Preferred Stock ( 23,219,613 ) ( 406,665 ) 46,439,226 5 406,660 — — — — — —

Settlement of share settled liability — — 900,000 — 9,097 — — — — — 9,097

Redemption of redemption feature of convertible preferred stock — — — — 132 — — — — — 132

Issuance of common stock to original owners of Facebank AG — — 1,200,000 — 12,395 — — — — — 12,395

Issuance of common stock in connection with Molotov acquisition — — 5,690,669 1 98,790 — — — — — 98,791

Issuance of common stock in connection with Edisn acquisition — — 287,768 — 8,262 — — — — — 8,262

Issuance of common stock/At-the-market offering, net of offering costs — — 5,338,607 1 140,394 — — — — — 140,395

Exercise of warrants — — 1,598,234 — 19,991 — — — — — 19,991

Issuance of treasury stock in connection with acquisitions — — — — 8,538 800,000 — — — — 8,538

Recognition of debt discount on 2026 Convertible Notes — — — — 87,946 — — — — — 87,946

Exercise of stock options — — 2,203,381 — 3,013 — — — — — 3,013

Delivery of common stock underlying restricted stock units — — 91,580 — — — — — — — —

Shares repurchased in connection with separation agreement — — ( 166,599 ) — — — — — — — —

Stock-based compensation — — — — 63,796 — — — — — 63,796

Foreign currency translation adjustment — — — — — — — — 172 — 172

Other — — ( 22,739 ) — ( 8 ) — — — — — ( 8 )

Net loss attributable to common shareholders — — — — — — — ( 382,837 ) — ( 126 ) ( 382,963 )

Balance at December 31, 2021 — $ — 153,950,895 $ 16 $ 1,691,206 $ — $ — $ ( 1,009,293 ) $ 172 $ ( 11,220 ) $ 670,881

Issuance of common stock/At-the-market offering, net of offering costs — — 50,620,577 5 292,150 — — — — — 292,155

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 — — — — ( 87,946 ) — — 12,682 — — ( 75,264 )

Exercise of common stock warrants — — 540,541 — 10,249 — — — — — 10,249

Exercise of stock options — — 616,304 — 829 — — — — — 829

Reclassification of warrant liabilities — — — — 13,535 — — — — — 13,535

Repurchase of common stock — — — — — ( 800,000 ) — — — — —

Delivery of common stock underlying restricted stock units — — 1,956,231 — — — — — — — —

Issuance of restricted stock — — 2,000,000 — — — — — — — —

Stock-based compensation — — — — 65,518 — — — — — 65,518

Net loss — — — — — — — ( 570,333 ) — ( 29,059 ) ( 599,392 )

Molotov non-controlling interest — — — — — — — — — — —

Foreign currency translation adjustment — — — — — — — — ( 767 ) — ( 767 )

Net loss attributable to non-controlling interest — — — — — — — — — ( 442 ) ( 442 )

Net loss attributable to common shareholders — — — — — — — ( 561,477 ) — — ( 561,477 )

Balance at December 31, 2022 — $ — 209,684,548 $ 21 $ 1,972,006 $ — $ — $ ( 1,558,088 ) $ ( 595 ) $ ( 11,662 ) $ 401,682

23,219,613 $ 406,665 92,490,768 $ 9 $ 853,824 ( 800,000 ) $ — $ ( 626,456 ) — $ ( 11,094 ) $ 622,948

Consolidated Statements of Shareholders’ Equity (Continued)

10 unchanged sentences

Balance at December 31, 2022 — $ — 209,684,548 $ 21 $ 1,972,006 $ — $ — $ ( 1,558,088 ) $ ( 595 ) $ ( 11,662 ) $ 401,682

23,219,613 $ 406,665 92,490,768 $ 9 $ 853,824 ( 800,000 ) $ — $ ( 626,456 ) — $ ( 11,094 ) $ 622,948

Conversion of Series AA Preferred Stock ( 23,219,613 ) ( 406,665 ) 46,439,226 5 406,660 — — — — — —

Issuance of common stock in connection with Molotov acquisition — — 5,690,669 1 98,790 — — — — — 98,791

Issuance of common stock in connection with Edisn acquisition — — 287,768 — 8,262 — — — — — 8,262

Issuance of common stock/At-the-market offering, net of offering costs — $ — 81,694,729 8 116,881 — — — — — 116,889

Exercise of warrants — — 1,598,234 — 19,991 — — — — — 19,991

Issuance of treasury stock in connection with acquisitions — — — — 8,538 800,000 — — — — 8,538

Recognition of debt discount on 2026 Convertible Notes — — — — 87,946 — — — — — 87,946

Exercise of stock options — — 339,842 — 373 — — — — — 373

Delivery of common stock underlying restricted stock units — — 3,729,918 — — — — — — — —

Shares repurchased in connection with separation agreement — — ( 166,599 ) — — — — — — — —

Stock-based compensation — — — — 63,796 — — — — — 63,796

Foreign currency translation adjustment — — — — — — — — 172 — 172

Other — — ( 22,739 ) — ( 8 ) — — — 0 — ( 8 )

Net loss — — — — — — — ( 382,837 ) — ( 126 ) ( 382,963 )

Balance at December 31, 2021

— $ — 153,950,895 $ 16 $ 1,691,206 $ — $ — $ ( 1,009,293 ) $ 172 $ ( 11,220 ) $ 670,881

Issuance of common stock/At-the-market offering, net of offering costs — — 50,620,577 5 292,150 — — — — — 292,155

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 — — — — ( 87,946 ) — — 12,682 — — ( 75,264 )

Exercise of common stock warrants — — 540,541 — 10,249 — — — — — 10,249

Exercise of stock options — — 616,304 — 829 — — — — — 829

Delivery of common stock underlying restricted stock units — — 1,956,231 — — — — — — — —

Cancellation of escrow shares in connection with Edisn acquisition — — ( 12,595 ) — ( 344 ) — — — — — ( 344 )

Issuance of restricted stock — — 3,778,718 1 4,198 — — — — — 4,199

Stock-based compensation — — — — 44,620 — — — — — 44,620

Molotov non-controlling interest — — — — ( 864 ) — — — ( 9 ) 374 ( 499 )

Foreign currency translation adjustment — — — — — — — — 4,822 — 4,822

Net loss attributable to non-controlling interest — — — — — — — — — ( 463 ) ( 463 )

Net loss — — — — — — — ( 561,477 ) — — ( 561,477 )

Net loss attributable to common shareholders — — — — — — — ( 287,454 ) — — ( 287,454 )

Balance at December 31, 2023 — $ — 299,215,160 $ 30 $ 2,136,870 $ — $ — $ ( 1,845,542 ) $ 4,218 $ ( 11,751 ) $ 283,825

— $ — 209,684,548 $ 21 $ 1,972,006 $ — $ — $ ( 1,558,088 ) $ ( 595 ) $ ( 11,662 ) $ 401,682

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

5 unchanged sentences

Net loss $ ( 287,917 ) $ ( 561,919 ) $ ( 382,963 )

Loss from discontinued operations, net of tax ( 136,874 ) ( 31,177 ) —

Income (Loss) from discontinued operations, net of tax 5,185 ( 136,874 ) ( 31,177 )

Net loss from continuing operations ( 293,102 ) ( 425,045 ) ( 351,786 )

2 unchanged sentences

Stock-based compensation 51,215 52,454 53,150

Impairment of intangible assets — — 100,304

Impairment expense goodwill — — 148,622

Non-cash expense relating to issuance of warrants and common stock — — 2,209

Loss on deconsolidation of Nexway, net of cash retained by Nexway — — 8,564

Loss on extinguishment of debt — 380 24,521

Common stock issued in connection with note payable — — 67

Gain on sale of assets — — ( 7,631 )

(Gain)loss on extinguishment of debt ( 1,607 ) — 380

Amortization of debt discount 2,574 2,476 14,928

Deferred income tax benefit ( 995 ) ( 1,666 ) ( 2,681 )

Change in fair value of derivative liability — — 426

Change in fair value of warrant liabilities — 1,701 ( 2,659 )

Change in fair value of shares settled liability — — 1,665

Change in fair value of profit share liability — — ( 1,971 )

Unrealized gain on investment — — ( 2,614 )

Amortization of right-of-use assets 3,126 3,078 954

Accrued interest on notes payable — — 246

Foreign currency loss — — 1,010

Other adjustments 695 1,155 583

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Accrued expenses and other liabilities 52,180 50,116 64,792

Due to related parties — — ( 665 )

Deferred revenue 24,774 21,102 26,055

3 unchanged sentences

Net cash used in operating activities ( 177,622 ) ( 316,701 ) ( 195,927 )

Consolidated Statements of Cash Flows (Continued)

(in thousands, except for share and per share information)

For the Years Ended December 31,

2022 2021 2020

Cash flows from investing activities

Advance to fuboTV Pre-Merger — — ( 10,000 )

Acquisition of fuboTV’s Pre-Merger cash and cash equivalents and restricted cash — — 9,373

Sale of Facebank AG — — ( 619 )

Cash paid for acquisitions, net of cash acquired — — ( 22,894 )

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Purchases of property and equipment ( 1,071 ) ( 1,130 ) ( 3,409 )

Proceeds from sale of property and equipment 28 — —

Capitalization of internal use software ( 17,282 ) ( 4,857 ) ( 4,074 )

Purchase of intangible assets ( 3,592 ) — —

Purchase of strategic investment ( 3,500 ) — —

Net cash used in investing activities - continuing operations ( 25,417 ) ( 5,987 ) ( 30,377 )

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Net cash used in investing activities ( 25,417 ) ( 12,423 ) ( 76,172 )

Consolidated Statements of Cash Flows (Continued)

(in thousands, except for share and per share information)

For the Years Ended December 31,

2023 2022 2021

Cash flows from financing activities

Proceeds from sale of common stock and warrants, net of fees 292,123 140,446 278,883

Proceeds from the issuance of common stock, net of offering costs 116,886 292,123 140,446

Redemption of non-controlling interest ( 2,147 ) — —

Proceeds from convertible note, net of issuance costs — — 389,446

Repayments of convertible notes — — ( 3,913 )

Repurchase of convertible notes ( 3,313 ) — —

Vested restricted stock units settled for cash ( 125 ) — —

Proceeds from exercise of stock options 373 829 3,013

Proceeds from the exercise of warrants — 5,000 3,762

Proceeds from notes payable and long-term borrowings — — 33,649

Repayments of notes payable and long-term borrowings ( 441 ) ( 1,682 ) ( 24,709 )

Proceeds from the issuance of Series D Preferred Stock — — 203

Redemption of Series D Preferred Stock — — ( 883 )

Repayments to related parties — — ( 333 )

Net cash provided by financing activities - continuing operations 111,233 296,270 511,958

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Interest paid $ 13,169 $ 13,786 $ 8,017

Consolidated Statements of Cash Flows (Continued)

(in thousands, except for share and per share information)

For the Years Ended December 31,

2022 2021 2020

Income tax paid 258 — —

Non cash financing and investing activities:

Conversion of Series AA preferred stock to common stock $ — $ — $ 406,665

Issuance of convertible preferred stock for Merger $ — $ — $ 566,124

Reclassification of warrant liabilities to equity $ — $ — $ 13,535

Issuance of common stock to original owners of Facebank AG $ — $ — $ 12,395

Issuance of common stock in connection with acquisitions $ — $ — $ 107,053

Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06 $ — $ 75,264 $ —

Reclass of shares settled liability to additional paid-in capital for issuance of common stock $ — $ — $ 9,097

Reclass of shares settled liability for intangible asset to stock-based compensation $ — $ — $ 1,000

Strategic investment - marketing commitment $ 4,000

Issuance of treasury stock in connection with acquisitions $ — $ — $ 8,538

Cashless exercise of warrants $ — $ 5,249 $ 16,480

Accrued expenses - At-the-market offering $ 18 $ 51 $ —

Common stock issued in connection with note payable $ — $ — $ 259

Issuance of common stock - subsidiary share exchange $ — $ — $ 2,042

Deconsolidation of Nexway $ — $ — $ 1,825

Unpaid intangible assets included in accounts payable $ 540 $ — $ —

Unpaid financing costs included in accounts payable $ 15 $ 18 $ 51

Accrued Series D Preferred Stock dividends $ — $ — $ 17

Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock $ — $ — $ 171

Unpaid property and equipment included in accounts payable $ 12 $ — $ —

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

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and as of May 1, 2020, the Company’s trading symbol was changed from “FBNK” to “FUBO.” The Company’s common stock was approved for listing on the New York Stock Exchange (“NYSE”) in connection with a public offering in October 2020 and commenced trading on the NYSE on October 8, 2020.

Unless the context otherwise requires, “Fubo,” “fuboTV,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis.

Merger with fuboTV Inc.

On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Pre-Merger, whereby fuboTV Pre-Merger continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Pre-Merger (the “Merger Agreement” and such transaction, the “Merger”).

Unless the context otherwise requires, “Fubo,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis.

Nature of Business

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The Fubo platform provides a broad suite of unique features and personalization tools such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine, as well as 4K streaming and Cloud DVR offerings.

During the year ended December 31, 2021, the Company launched a business-to-consumer online sports wagering business (“Fubo Sportsbook”) in the states of Iowa and Arizona, and in the state of New Jersey during the third quarter of 2022.

On October 17, 2022, the Company ceased operation of Fubo Sportsbook in connection with the dissolution of Fubo Gaming Inc.

During the year ended December 31, 2022, the Company ceased operation of its business-to-consumer online sports wagering business ("Fubo Sportsbook") in connection with the dissolution of Fubo Gaming Inc.

("Fubo Gaming") (see Note 4).

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The Company had cash, cash equivalents, and restricted cash of $ 343.2 million, working capital of $ 26.1 million (excluding discontinued operations) and an accumulated deficit of $ 1,558.1 million as of December 31, 2022.

The Company had cash and cash equivalents and restricted cash of $ 251.4 million (excluding discontinued operations), working capital deficit of $ 111.4 million (excluding discontinued operations) and an accumulated deficit of $ 1,845.5 million as of December 31, 2023.

The Company incurred a net loss from continuing operations of $ 293.1 million for the year ended December 31, 2023.

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

The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial losses.

On February 2, 2021, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of 3.25 % per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2021.

The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased.

The net proceeds from this offering were approximately $ 389.4 million, after deducting a discount and offering expenses of approximately $ 13.1 million.

As discussed further in Note 14, during the year ended December 31, 2022, the Company received net proceeds of approximately $ 292.1 million (after deducting $ 6.6 million in commissions and expenses) from sales of 50,620,577 shares of its common stock, at a weighted average gross sales price of $ 5.90 per share, pursuant to at-the-market sales agreements with its sales agents.

As discussed further in Note 5, in December 2021, the Company acquired Molotov SAS (“Molotov”) for an estimated purchase price of € 101.7 million (approximately $ 115.0 million) in a combination of € 14.4 million of cash ($ 16.3 million) and 5.7 million shares of the Company’s common stock.

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

As discussed further in Note 14, during the year ended December 31, 2023, the Company received net proceeds of approximately $ 116.9 million (after deducting $ 2.8 million in commissions and expenses) from sales of 81,694,729 shares of its common stock, at a weighted average gross sales price of $ 1.46 per share, pursuant to at-the-market sales agreement with its sales agents.

The Company believes that its current cash and cash equivalents provide it with the necessary liquidity to continue as a going concern for at least one year from the date of issuance of these financial statements.

In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19 and other macroeconomic factors, including inflationary cost pressures and potential recession indicators.

Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic and other macroeconomic factors to materially impact the Company’s operations.

However, the Company is continuing to assess the impact that the spread of COVID-19 and other macroeconomic factors may have on its operations.

In addition to the foregoing, the Company cannot predict the potential impact on its development timelines, revenue levels and its liquidity due to macroeconomic factors, including inflationary cost pressures and potential recession indicators, which depend on factors beyond the Company's knowledge or control.

Based upon the Company’s current assessment, it does not expect the impact of macroeconomic factors to materially impact the Company’s operations.

However, the Company is continuing to assess the impact that the macroeconomic factors may have on its operations, financial condition and liquidity.

Note 3 - Summary of Significant Accounting Policies

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The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP” or “U.S.

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries and non-wholly owned subsidiaries where the Company has a controlling interest.

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries, its non-wholly owned subsidiaries where the Company has a controlling interest and variable interest entities ("VIE") formed in connection with the Company's collaboration with Maximum Effort on the launch and distribution of the Maximum Effort Channel, and production and development of original programming (the "MEC Entities").

Generally accepted accounting principles require that if an entity is the primary beneficiary of a VIE, the entity should consolidate the assets, liabilities and results of operations of the VIE in its consolidated financial statements.

The primary beneficiary is the party that has both of the following:

(i) the power to direct the activities that most significantly impact the economic performance of the VIE, and (ii) the obligation to absorb the losses or rights to receive the benefits of the entity that could potentially be significant to the VIE.

The Company considers itself to be the primary beneficiary of the MEC Entities and accordingly, has consolidated these entities since their formation in 2023, with the equity interests of the unaffiliated investors presented as non-controlling interests in the accompanying consolidated financial statements.

All intercompany balances and transactions have been eliminated in consolidation.

Unless otherwise indicated, amounts provided in these Notes pertain to continuing operations only (see Note 4 for information on discontinued operations).

At December 31, 2023, $ 13.5 million of the VIE's assets and $ 3.0 million of its liabilities are reflected in the Company's consolidated balance sheet.

Use of Estimates

11 unchanged sentences

The Company has one operating segment as of December 31, 2023, the streaming business.

Cash , Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account.

Cash and Cash Equivalents and Restricted Cash

Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space.

The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets that sum to the total of the same on the consolidated statement of cash flows (in thousands):

December 31, 2022 December 31, 2021

The following table provides a reconciliation of cash and cash equivalents and restricted cash within the consolidated balance sheets that sum to the total of the same on the consolidated statement of cash flows (in thousands):

Cash and cash equivalents $ 245,278 $ 337,087

Restricted cash 6,142 6,139

Total cash, cash equivalents and restricted cash $ 343,226 $ 376,080

Total cash and cash equivalents and restricted cash $ 251,420 $ 343,226

Certain Risks and Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits, time-based deposits and accounts receivable.

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits and accounts receivable.

The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits.

1 unchanged sentence

As such, any disruption of the Company’s interference with Google Cloud Platform and Amazon Web Services could adversely impact the Company’s operations and business.

Treasury Stock

The Company accounts for the treasury stock using the cost method, which treats it as a reduction in shareholders’ equity.

During the year ended December 31, 2020, the Company repurchased 800,000 shares of its common stock at par value.

In February 2021, the Company issued 623,068 shares of treasury stock in connection with the acquisition of Vigtory, Inc.

and in December 2021, the Company issued the remaining 176,932 shares of treasury stock in connection with the acquisition of Edisn Inc.

See Note 5 for further discussion regarding the acquisitions.

Fair Value Estimates

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No individual customer accounted for more than 10% of revenue for the year ended December 31, 2023, 2022, and 2021.

As of December 31, 2022 and 2021, one customer, respectively, accounted for more than 10% of accounts receivable, respectively.

As of December 31, 2023 and 2022, one customer accounted for more than 10% of accounts receivable.

Property and Equipment, Net

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Costs incurred in acquiring certain rights to live sporting events are accounted for in accordance with ASC 920, Entertainment—Broadcasters (“ASC 920”).

These program rights are expensed in a manner consistent with how it expects to monetize the licensed content, which is primarily based on subscription revenue and is included in subscriber related expenses.

These program rights are recorded in subscriber related expenses in a manner consistent with how it expects to monetize the licensed content, which is primarily based on subscription revenue.

Cash flows for licensed content are presented within operating activities in the consolidated statements of cash flows.

3 unchanged sentences

Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

In August 2022 the Company initiated a strategic review of Fubo Sportsbook, exploring a possible sale or partnership transaction, or possible dissolution.

This represented a triggering event in that there would be a significant change in the extent and manner in which the long-lived assets of Fubo Sportsbook would be used, and there was an expectation that the assets would be sold or otherwise disposed of.

T he Company ceased operation of Fubo Sportsbook in connection with the dissolution of Fubo Gaming in October 2022.

In August 2022, the Company initiated a strategic review of Fubo Sportsbook, and in October 2022 ceased operations of Fubo Sportsbook in connection with the dissolution of Fubo Gaming.

For the year ended December 31, 2022, the Company determined the carrying value of the asset groups, within Fubo Sportsbook, exceeded future undiscounted cash flows.

1 unchanged sentence

Based on this analysis, the Company recognized an aggregate non-cash impairment charge of $ 76.7 million which represented substantially all of the long-lived assets of Fubo Sportsbook (see Note 4) which is recorded in loss from discontinued operations in the consolidated statement of operations and comprehensive loss.

Acquisitions and Business Combinations

The Company allocates the fair value of purchase consideration issued in business combination transactions to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values.

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

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

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

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

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

The allocation of the purchase consideration may remain preliminary as the Company gathers additional facts about the circumstances that existed as of the acquisition date during the measurement period.

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

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Exit and Disposal Costs

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A liability is recognized and measured at its fair value when the Company either terminates the contract or ceases using the rights conveyed by the contract.

The Company estimated the fair value using a probability-weighted cash flow approach.

The Company estimates the fair value using a probability-weighted cash flow approach.

A subsequent change resulting from a revision to either the timing or the amount of estimated cash flows is recognized as an adjustment to the liability in the period of the change.

During the year ended December 31, 2022, the Company recognized liabilities in connection with the dissolution of Fubo Gaming (See Note 4), including termination of certain contracts and severance and other employee related costs.

Such amounts were updated during the year ended December 31, 2023 to reflect settlements with certain vendors and a remeasurement of certain liabilities that were recorded in the prior year.

The Company tests goodwill for impairment at the reporting unit level on an annual basis on October 1 for each fiscal year or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable.

7 unchanged sentences

Trade names 2 - 9 years

Capitalized internal use software 3 years

Software and technology 3 - 9 years

4 unchanged sentences

Non-controlling interest as of December 31, 2023 and 2022 represents Pulse Evolution Corp.

shareholders who retained an aggregate 23.4 % and 23.4 %, respectively, interest in that entity following the Company's acquisition of Evolution AI Corporation.

shareholders who retained an aggregate 23.4 % interest in that entity following the Company's acquisition of Evolution AI Corporation, and Maximum Effort Productions, LLC and MEP FTV Holdings, LLC 50.0 % interest in the MEC Entities.

Non-controlling interest is adjusted for the non-controlling interest holders’ proportionate share of the earnings or losses even if loss allocations result in a deficit non-controlling interest balance.

Warrant Liabilities

The Company accounts for common stock warrants with cash settlement features as liability instruments at fair value.

This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations and comprehensive loss.

The fair value of warrants classified as liabilities has been estimated using the Black-Scholes model.

There were no warrant liabilities outstanding as of December 31, 2022.

The Company accounts for its leases under ASC 842, Leases.

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

Subscription fees are fixed and paid in advance by credit card on primarily on a monthly basis.

Subscription fees are fixed and paid in advance by credit card primarily on a monthly basis.

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

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Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations.

The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

The Company recognizes

revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the advertiser, which generally is when the advertisement has been displayed.

Other revenue – Other revenue consists of distribution fees and commissions earned on sales through a channel distribution platform.

The Company recognizes revenue at a point in time when it satisfies a performance obligation by transferring control of the promised services to the customers.

Subscriber Related Expenses

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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 are subject to minimum guaranteed payments.

An accrual is established when actual affiliate distribution costs are expected to fall short of the minimum guaranteed amounts.

To the extent actual per subscriber fees do not exceed the minimum guaranteed amounts, the Company will expense the minimum guarantee in a manner reflective of the pattern of benefit provided by these subscriber related expenses, which approximates a straight-line basis over each minimum guarantee period within the arrangement.

Subscriber related expenses also include credit card and payment processing fees for subscription revenue, customer service, certain employee compensation and benefits, cloud computing, streaming, and facility costs.

52 unchanged sentences

net loss attributable to non-controlling interest 463 442 126

deemed dividend on Series D Preferred Stock — — ( 171 )

Loss from continuing operations available to common shareholders ( 292,639 ) ( 424,603 ) ( 351,660 )

Loss from discontinued operations, net of tax ( 136,874 ) ( 31,177 ) —

Net income (loss) from discontinued operations, net of tax 5,185 ( 136,874 ) ( 31,177 )

Net loss attributable to common shareholders $ ( 287,454 ) $ ( 561,477 ) $ ( 382,837 )

2 unchanged sentences

Basic and diluted loss per share from continuing operations $ ( 1.06 ) $ ( 2.33 ) $ ( 2.56 )

Basic and diluted loss per share from discontinued operations $ ( 0.75 ) $ ( 0.23 ) $ —

Basic and diluted income (loss) per share from discontinued operations $ 0.02 $ ( 0.75 ) $ ( 0.23 )

Basic and diluted loss per share $ ( 1.04 ) $ ( 3.08 ) $ ( 2.78 )

2 unchanged sentences

Warrants to purchase common stock 166,670 166,670 565,544

Series AA convertible preferred shares — — 46,439,226

Stock options 19,028,904 15,517,069 15,908,187

2 unchanged sentences

Total 48,424,726 37,225,446 28,125,609

Recently Adopted Accounting Standards

In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by eliminating the requirement to separately account for an embedded conversion feature as an equity component in certain circumstances.

A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model.

The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations.

Further, the ASU requires enhanced disclosures about convertible instruments.

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

The Company adopted the ASU 2020-06 on January 1, 2022 using the modified retrospective method.

Upon adoption at January 1, 2022, the Company made certain adjustments in its consolidated balance sheets as related to the 2026 Convertible Notes (see Note 11) which consists of an increase of $ 75.3 million in Convertible notes, net of discount, a net decrease of $ 87.9 million in Additional paid-in capital and a net decrease of $ 12.7 million in Accumulated deficit.

Additionally, from January 1, 2022, as related to the 2026 Convertible Notes, we will no longer incur non-cash interest expense for the amortization of debt discount related to the previously separated equity component.

After adoption, the Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost.

The Company did not elect the fair value option.

The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved.

The following table summarizes the adjustments made to the Company’s consolidated balance sheet as of January 1, 2022 as a result of applying the modified retrospective method in adopting ASU 2020-06 (in thousands):

As Reported ASU 2020-06 As Adjusted

December 31, 2021 Adjustments January 1, 2022

2026 Convertible Notes $ 316,354 $ 75,264 $ 391,618

Additional paid-in capital $ 1,691,206 $ ( 87,946 ) $ 1,603,260

Accumulated deficit $ ( 1,009,293 ) $ 12,682 $ ( 996,611 )

Under the modified retrospective method, the Company does not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2022 in accordance with guidance under ASC 470-20, Debt:

Debt with Conversion and Other Options (ASC 470-20).

The adoption did not impact previously reported amounts in the Company’s consolidated statements of operations and comprehensive loss, cash flows and the basic and diluted net loss per share amounts.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses .

The ASU sets forth a “current expected credit loss” model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures.

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

The Company adopted this ASU in January 2022 and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

In March 2019, the FASB issued ASU 2019-02, Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350):

Improvements to Accounting for Costs of Films and License Agreements for Program Materials, to align the accounting for production costs of an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization.

The amendments also require that an entity reassess estimates of the use of a film for a film in a film group and account for any changes prospectively.

In addition, this guidance requires an entity to test for impairment a film or license agreement within the scope of ASC 920-350 at the film group level, when the film or license agreement is predominantly monetized with other films and/or licensed agreements.

The Company adopted this ASU in January 2022, and the adoption did not have a material impact on the Company’s consolidated financial statements and related disclosures.

Recently Issued Accounting Standards

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When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The ASU requires disclosures to include significant segment expenses that are regularly provided to the chief operating decision maker, among other provisions.

The ASU is effective for fiscal year periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted and the ASU requires retrospective application to all prior periods presented in the financial statements.

The Company is currently evaluating the standard to determine the impact of adoption to its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures.

The ASU primarily enhances and expands both the income tax rate reconciliation disclosure and the income taxes paid disclosure.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information.

Early adoption is permitted.

A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this standard on our consolidated financial statements and related disclosures.

Note 4 - Discontinued Operations

Dissolution of Fubo Gaming

As discussed in Note 1, on October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming.

As discussed in Note 1, on October 17, 2022, the Company dissolved its wholly owned subsidiary Fubo Gaming Inc.

("Fubo Gaming").

In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook.

Net loss from Fubo Gaming's discontinued operations consists of the following for the years ended December 31, 2022 and 2021:

Net income (loss) from Fubo Gaming's discontinued operations consists of the following for the years ended December 31, 2023 and 2022 (in thousands):

Years Ended December 31,

2023 2022 2021

Wagering $ — $ ( 759 ) $ ( 20 )

5 unchanged sentences

Depreciation and amortization 158 433 215

Gain on extinguishment and remeasurement of certain liabilities ( 6,671 ) — —

Impairment of goodwill, intangible assets, and other long-lived assets, net — 87,365 —

Total operating expenses ( 5,185 ) 135,475 31,123

Operating loss ( 136,234 ) ( 31,143 )

Operating income (loss) 5,185 ( 136,234 ) ( 31,143 )

Other income (expense)

Interest expense and financing costs ( 598 ) —

Interest expense — ( 598 ) —

Other income (expense) — ( 42 ) ( 34 )

Total other expense — ( 640 ) ( 34 )

Net loss ( 136,874 ) ( 31,177 )

Net income (loss) from discontinued operations before income taxes 5,185 ( 136,874 ) ( 31,177 )

Income tax benefit — — —

Net income (loss) from discontinued operations $ 5,185 $ ( 136,874 ) $ ( 31,177 )

During the year ended December 31, 2023, the Company recorded a $ 6.7 million gain on extinguishment and remeasurement of certain liabilities.

During the year ended December 31, 2022 the Company incurred non-cash impairment charges totaling $ 87.4 million primarily consisting of prepaid market access agreements, intangible assets and goodwill.

Included in the table above, during the years ended December 31, 2022 and 2021, the Company recorded $ 15.9 million and $ 10.6 million, respectively, of stock-based compensation expense.

The Company incurred certain immaterial charges in connection with the dissolution, primarily related to severance and other employee-related costs.

The carrying amounts of the major classes of assets and liabilities classified as discontinued operations as of December 31, 2022 and 2021 are as follows:

2022 December 31,

There was no stock-based compensation expense recorded during the year ended December 31, 2023 pertaining to Fubo Gaming.

During the year ended December 31, 2022, the Company incurred certain immaterial charges in connection with the dissolution, primarily related to severance and other employee-related costs.

The carrying amounts of the major classes of assets and liabilities classified as discontinued operations as of December 31, 2023 and 2022 are as follows (in thousands):

Current assets

Cash and cash equivalents $ 462 $ 3,277

Cash reserved for users — 579

Accounts receivable, net — 11

Prepaid and other current assets — 1,366

Total current assets 4,643 6,361

Property and equipment, net — 1,703

Intangible assets, net — 14,625

Goodwill — 10,682

Right-of-use assets — 3,101

Other non-current assets — 40,117

Total assets - discontinued operations $ 462 $ 4,643

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Lease liabilities — 2,447

Total current liabilities 32,581 5,795

Lease liabilities — 2,447

Other long-term liabilities — 8,686

Total liabilities - discontinued operations $ 19,608 $ 32,581

As of December 31, 2022, the Company's accrued expenses and other current liabilities of its discontinued operations included $ 24.7 million, primarily related to contract termination costs.

FaceBank AG and Nexway – Disposition

Through its ownership in FaceBank AG, the Company had an equity investment of 62.3 % in Nexway AG (“Nexway”), which it acquired beginning on August 15, 2019 and on September 16, 2019.

The equity investment in Nexway was a controlling financial interest and the Company consolidated its investment in Nexway under ASC 810, Consolidation.

On March 31, 2020, the Company relinquished approximately 20 % of the total Nexway shareholder votes associated with its investment, which reduced the Company’s voting interest in Nexway to 42.6 % As a result of the Company’s loss of control in Nexway, the Company deconsolidated Nexway as of March 31, 2020 as it no longer had a controlling financial interest.

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

Accounts receivable 9,831

Prepaid expenses 164

Goodwill 51,168

Property and equipment, net 380

Right-of-use assets 3,594

Total assets $ 70,963

Accounts payable 34,262

Accrued expenses 15,788

Lease liability 3,594

Deferred income taxes 1,161

Other liabilities 40

Total liabilities $ 54,845

Non-controlling interest 2,595

Foreign currency translation adjustment ( 770 )

Loss before fair value – investment in Nexway 14,293

fair value of shares owned by the Company 2,374

Loss on deconsolidation of Nexway $ 11,919

During the third quarter ended September 30, 2020, the Company sold 100 % of its ownership interest in Facebank AG and its remaining investment in Nexway to the former owners and recognized a gain on sale of its investment of $ 7.6 million, which is included as a gain on the sale of assets, a component of other income (expense) on the accompanying consolidated statement of operations and comprehensive loss.

The following table represents the net carrying value of the Company’s investment in Facebank AG and Nexway and the related gain on sale of its investment (in thousands):

Investment in Nexway $ 4,989

Financial assets at fair value 1,965

Goodwill 28,541

Total assets 35,495

Loan payable 56,140

Net carrying amount ( 20,645 )

Issuance of common stock to original owners of Facebank AG 12,395

Cash paid to former owners of Facebank AG 619

Gain on sale of investment in Facebank AG $ ( 7,631 )

As of December 31, 2023 and 2022, the Company's accrued expenses and other current liabilities of its discontinued operations included $ 17.4 million and $ 24.7 million, respectively, primarily related to contract termination costs.

Note 5 - Acquisitions

On February 26, 2021, the Company consummated the acquisition of Vigtory, Inc., (“Vigtory”) a sports betting and interactive gaming company, as a result of the merger of fuboBet Inc., a wholly-owned subsidiary of the Company, into Vigtory, whereby Vigtory continued as the surviving corporation (the “Vigtory Acquisition”) and its name was changed to Fubo Gaming Inc.

The purchase price of the Vigtory Acquisition was determined to be $ 10.3 million, including $ 1.7 million of Vigtory’s outstanding convertible notes and other liabilities settled by the Company on the closing date.

The Vigtory Acquisition consideration does not include $ 26.9 million fair value of common shares issued to former employee shareholders of Vigtory subject to vesting over future service periods.

The Company accounted for the Vigtory Acquisition as a business combination under the acquisition method of accounting.

As such, the purchase price was allocated to the net assets acquired with any excess recorded to goodwill.

The net assets and liabilities assumed were immaterial and substantially all of the consideration was allocated to goodwill.

Goodwill, which is not deductible for tax purposes, primarily represents the benefits expected to result from the assembled workforce of Vigtory.

The Company allocated goodwill to its wagering segment.

The results of the Vigtory Acquisition were included in the Company’s operations from February 26, 2021, until the Company ceased operation of Fubo Sportsbook in connection with the dissolution of Fubo Gaming (See Note 4).

The Company recognized $ 0.4 million of acquisition-related costs for the Vigtory Acquisition that were expensed as incurred during the year ended December 31, 2021.

These costs are included in loss from discontinued operations in the consolidated statement of operations and comprehensive loss.

On December 1, 2021, the Company acquired 100 % of Edisn Inc.

(“Edisn”), an AI-powered computer vision platform with patent-pending video recognition technologies based in Bangalore, India, for approximately $ 14.4 million (“Edisn Acquisition”).

The consideration paid was cash of $ 6.1 million and 464,700 shares of the Company’s common stock with a fair value of $ 8.3 million as of the date of closing.

The Company accounted for the Edisn Acquisition as a business combination under the acquisition method of accounting.

As such, the purchase price was allocated to the net assets acquired with any excess recorded to goodwill as follows (in thousands):

Assets acquired:

Prepaid and other current assets 5

Property and equipment, net 10

Intangible assets 1,500

Goodwill 12,501

Total assets acquired 14,389

Liabilities assumed:

Deferred income taxes 12

Accrued expenses and other current liabilities 25

Total liabilities assumed 37

Net assets acquired $ 14,352

Goodwill, which is not deductible for tax purposes, primarily represents the benefits expected to result from the assembled workforce of Edisn.

The Company allocated the goodwill to its streaming reporting unit.

The Company recognized $ 0.7 million of acquisition-related costs for the Edisn Acquisition that were expensed as incurred during the year ended December 31, 2021.

These costs were included in general and administrative expense in the consolidated statement of operations and comprehensive loss.

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

(in Years) Fair Value

Software and technology 7 $ 1,500

Total $ 1,500

Molotov S.A.S

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During the year ended December 31, 2022, the Company finalized its purchase price allocation of the assets acquired and liabilities assumed in the December 6, 2021 acquisition of Molotov based on new information obtained about facts and circumstances that existed as of the acquisition date.

During the year ended December 31, 2022 , the Company recorded measurement period adjustments to its acquisition date goodwill to record the non-controlling interest o f $ 1.8 million for the remaining 1.5 % of Molotov’s equity interest and adjustments to right of use assets, lease liabilities, accounts payable, and accrued expenses based on additional information obtained about conditions that existed as of the acquisition date.

During the year ended December 31, 2022, the Company recorded measurement period adjustments to its acquisition date goodwill to record the non-controlling interest of $ 1.8 million for the remaining 1.5 % of Molotov’s equity interest and adjustments to right of use assets, lease liabilities, accounts payable, and accrued expenses based on additional information obtained about conditions that existed as of the acquisition date.

The following table presents the allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill (in thousands):

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These costs were included in general and administrative expense in the consolidated statement of operations and comprehensive loss.

The estimated useful lives and fair value of the intangible assets acquired are as follows:

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

(in Years) Fair Value

Customer relationships 2 $ 9,271

Tradenames 2 679

Trade name 2 679

Software and technology 6 8,479

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Advertising 115,370 101,739 73,749

Software licenses, net — — 7,295

Other 3,276 1,071 180

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Contract balances

There were no losses recognized related to any receivables arising from the Company’s contracts with customers for the year ended December 31, 2022, 2021 and 2020.

For the year ended December 31, 2023, 2022, and 2021, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying consolidated balance sheet as of December 31, 2023 and 2022.

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

(Years) December 31, 2022 December 31, 2021

(Years) 2023 2022

Furniture and fixtures 7 $ 532 $ 441

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5.2 38,859 ( 16,578 ) 22,281

Capitalized internal use software 3 2.3 25,770 ( 5,893 ) 19,877

Software and technology 3 - 9

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Customer relationships 2 1.2 $ 32,433 $ ( 28,421 ) $ 4,012

Tradenames 2 - 9

Trade names 2 - 9

6.1 38,837 ( 12,018 ) 26,819

Capitalized internal use software 3 2.4 8,487 ( 1,757 ) 6,730

Software and technology 3 - 9

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The intangible assets are being amortized over their respective original useful lives, which range from two to nine years .

The Company recorded amortization expense of $ 35.5 million, $ 36.9 million, and $ 43.6 million for the years ended December 31, 2022, 2021 and 2020 including amortization related to impaired intangible assets as described below.

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

The Company determined that the carrying value of the intangible assets exceeded their fair value and recorded an impairment charge of $ 100.3 million during the year ended December 31, 2020.

The Company recorded amortization expense of $ 35.0 million, $ 35.5 million, and $ 36.9 million for the years ended December 31, 2023, 2022 and 2021 including amortization related to impaired intangible assets.

Intangible assets includes an impairment charge of $ 100.3 million related to the historical Facebank reporting unit.

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

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Molotov acquisition — ( 497 )

Edisn acquisition — 12,501

Foreign currency translation ( 584 ) 212

Foreign currency translation adjustment 4,312 ( 584 )

Ending balance $ 622,818 $ 618,506

The Company performed its annual test for goodwill impairment for the streaming reporting unit as of October 1, 2022.

As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an interim impairment test of its goodwill and long-lived assets as of June 30, 2022.

The results of the assessment indicated there was no impairment to the streaming business.

The Company performed its annual test for goodwill impairment for the streaming reporting unit as of October 1, 2023 and 2022.

Based on a qualitative analysis, it was determined that it was more likely than not that goodwill was not impaired.

Since October 1, 2022, the Company experienced sustained decreases in its stock price and market capitalization.

Between October 1, 2022 and December 31, 2022, the Company experienced sustained decreases in its stock price and market capitalization.

As a result, the Company conducted an impairment test of its goodwill and long-lived assets as of December 31, 2022.

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The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions.

The Company’s December 31, 2022 goodwill impairment test reflected an allocation of 50% and 50% between income and market-based approaches, respectively.

The Company’s impairment test as of December 31, 2022 reflected an allocation of 50% and 50% between income and market-based approaches, respectively.

The income-based approach also takes into account the future growth and profitability expectations.

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Revenue multiples 0.34 x - 0.52 x

For the year ended December 31, 2020, we recorded an impairment charge of $ 148.1 million related to the historical Facebank reporting unit .

Goodwill includes a cumulative impairment charge of $ 148.1 million as of December 31, 2023 and 2022 related to the historical Facebank reporting unit .

Note 9 – Accounts Payable, Accrued Expenses and Other Long-Term Liabilities

Accounts payable, accrued expenses and other long-term liabilities are presented below (in thousands):

December 31, 2022 December 31, 2021

Affiliate fees $ 266,089 $ 218,367

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Deferred 230 — —

Valuation allowance — — —

Income tax benefit $ 879 $ 1,666 $ 2,681

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State income taxes, net of federal benefit 2.57 0.07 0.17

Nexway activity and deconsolidation — — ( 0.40 )

Incentive stock options ( 0.67 ) ( 2.25 ) ( 0.38 )

Other nontaxable of nondeductible items ( 0.05 ) — —

Stock-based compensation ( 1.33 ) ( 0.67 ) ( 2.25 )

Change in fair value of derivative, warrant liability, and gain on extinguishment of convertible notes — ( 0.08 ) 0.16

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Foreign rate differential 0.14 0.34 0.13

Goodwill impairment — — ( 5.10 )

Effect of changes in tax laws or rates enacted in the current period ( 0.83 ) — —

Change in valuation allowance ( 21.73 ) ( 18.94 ) ( 18.99 )

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Property and equipment 7,688 7,391

Other 102 155

Deferred state income tax — 102

Total deferred tax liabilities $ 36,761 $ 46,422

Net deferred tax liabilities $ 765 $ 2,431

The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized.

In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback and tax-planning strategies.

Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years, as a significant piece of negative evidence to overcome.

At December 31, 2022 and 2021, the Company continued to maintain that the realization of its deferred tax assets has not achieved a more likely than not threshold therefore, net deferred tax assets have been offset by a valuation allowance.

The valuation allowance increased by $ 103.4 million and $ 116.7 million in the years ended December 31, 2022 and December 31, 2021, respectively.

Net deferred tax assets (liabilities) $ 230 $ ( 765 )

In assessing the Company’s ability to recover its deferred tax assets, the Company evaluated whether it is more likely than not that some portion or the entire deferred tax asset will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating losses can be utilized.

The Company considered all positive and negative evidence when determining the amount of the net deferred tax assets that are more likely than not to be realized.

This evidence includes, but is not limited to, historical earnings, scheduled reversal of taxable temporary differences, tax planning strategies and projected future taxable income.

A significant piece of objective negative evidence evaluated was cumulative loss incurred over the three-year period ended December 31, 2023.

Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.

Based on the weight of available evidence, the Company determined that its U.S., French and Spanish deferred tax assets were not realizable on a more-likely-than-not basis and that a full valuation allowance is required.

During the year ended December 31, 2023, the Company's valuation allowance increased by $ 62.5 million.

As of December 31, 2023, the Company had federal net operating loss carryforwards of $ 1,381.0 million.

The federal net operating loss carryforwards of $ 88.1 million generated before January 1, 2018 will begin to expire in 2033, and $ 1,119.3 million will carryforward indefinitely but are subject to the 80% taxable income limitation.

federal net operating loss carryforward may be subject to a substantial annual limitation under Section 382 due to ownership changes that may have occurred or that could occur in the future.

Approximately $ 88.1 million of the U.S.

federal net operating loss carryforwards begin to expire in 2033 to 2037, if not utilized.

The remaining $ 1,292.9 million can be carried forward indefinitely but are only available to offset 80% of future taxable income.

As of December 31, 2023, the Company had state net operating loss carryforwards of $ 538.5 million.

The state net operating loss carryforward of $ 462.7 million will begin to expire in 2033 and $ 12.3 million will carryforward indefinitely but are subject to the 80% taxable income limitation.

The state net operating loss carryforward of $ 513.8 million will begin to expire in 2033 through 2043, in varying amounts if not utilized.

Approximately $ 24.7 million can be carried forward indefinitely but are only available to offset 80% of future taxable income.

As of December 31, 2023, the Company had foreign net operating loss carryforwards of $ 172.6 million.

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The Company had been delinquent in filings since December 31, 2014.

During 2021, the Company filed all past due income tax returns There are no ongoing examinations by taxing authorities at this time.

There are no ongoing examinations by taxing authorities at this time.

The Company’s tax years 2013 through 2023 will remain open for examination by the federal and state authorities for three and four years, respectively, from the date of utilization of any net operating loss credits.

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Note 11 - Notes Payable, Long-Term Borrowing, and Convertible Notes

Notes payable, long-term borrowings, and convertible notes as of December 31, 2022 consist of the following (in thousands):

Notes payable, long-term borrowings, and convertible notes as of December 31, 2023 and 2022 consist of the following (in thousands):

Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31, 2023

4 unchanged sentences

$ 401,842 $ 3,593 $ ( 5,752 ) $ 399,683

Notes payable and long-term borrowings as of December 31, 2021 consist of the following (in thousands):

Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31, 2022

2 unchanged sentences

BPi France 2.25 % 1,986 — — 1,986

Societe Generale 0.25 % 1,246 — — 1,246

Other 4.0 % 30 7 — 37

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2026 Convertible Notes

As disclosed in Note 2, the Company issued $ 402.5 million of convertible notes (“2026 Convertible Notes”) dated February 2, 2021.

The 2026 Convertible Notes will mature on February 15, 2026, unless earlier converted, redeemed, or repurchased.

The net proceeds from this offering were approximately $ 389.4 million, after deducting a discount and offering expenses of approximately $ 13.1 million.

The Company adopted the ASU 2020-06 on January 1, 2022 using the modified retrospective method.

After adoption, the Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost.

The Company did not elect the fair value option.

The Company will apply the if-converted methodology in computing diluted earnings per share if and when profitability is achieved.

The initial equivalent conversion price of the 2026 Convertible Notes was $ 57.78 per share of the Company’s common stock.

Holders may convert their 2026 Convertible Notes on or after November 15, 2025, until the close of business on the second business day preceding the maturity date or prior to November 15, 2025 under certain circumstances including:

during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ended on March 31, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

during the five -business day period after any five consecutive trading day period in which the trading price for each trading day of such five consecutive trading day period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;

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Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares.

The Company accounted for the 2026 Convertible Notes using a cash conversion model.

In accordance with ASC 470-20, the Company used an effective interest rate of 8.67 % to estimate the fair value of the debt instrument, excluding the equity conversion feature, and recognized a debt discount of $ 90.9 million (representing the difference between the fair value and the net proceeds) with a corresponding increase to additional paid in capital.

The underwriting discount and offering expenses totaling $ 13.1 million were allocated between the debt and equity issuance costs in proportion to the allocation of the liability and equity components of the 2026 Convertible Notes.

Accordingly, equity issuance costs of $ 3.0 million were recorded as an offset to additional paid-in capital and total debt issuance costs of $ 10.1 million were recorded on the issuance date and are reflected in the consolidated balance sheet as a direct deduction from the carrying value of the associated debt liability.

The debt discount and debt issuance costs are being amortized through February 15, 2026, as amortization of debt discount on the accompanying consolidated statement of operations and comprehensive loss.

During the year ended December 31, 2022, the Company paid $ 13.4 million of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $ 2.5 million included in amortization of debt discount in the consolidated statements of operations and comprehensive loss.

As of December 31, 2022, the net carrying value of the 2026 Convertible Notes was $ 394.1 million, with unamortized debt discount and issuance costs of $ 8.4 million.

The estimated fair value (Level 2) of the 2026 Convertible Notes was $ 183.1 million.

Senior Secured Loan

In April 2018, fuboTV Pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount of $ 25.0 million, bearing interest equal to LIBOR (London Interbank Offered Rate) plus 5.25 % per annum and with scheduled principal payments beginning in 2021.

The Company made principal repayments of $ 20.0 million during the year ended December 31, 2021.

The Term Loan was repaid in full on May 7, 2021.

If the Company undergoes a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the 2026 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2026 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes plus any accrued and unpaid interest.

In addition, if a corporate event (as defined in the Indenture) occurs prior to the maturity date or if the Company issues a notice of redemption, the Company may be required increase the conversion rate by a pre-defined amount for any holder who elects to convert their 2026 Convertible Notes in connection with such a corporate event.

During the year ended December 31, 2023, the Company repurchased $ 5.0 million principal amount of the 2026 Convertible Notes for $ 3.3 million and recognized a gain on extinguishment of $ 1.6 million.

During the years ended December 31, 2023, 2022, and 2021, the Company paid $ 13.1 million, $ 13.4 million, and $ 7.0 million, respectively, of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $ 2.6 million, $ 2.5 million, and $ 2.4 million, respectively, which is included in amortization of debt discount in the consolidated statements of operations and comprehensive loss.

As of December 31, 2023 and 2022, the net carrying value of the 2026 Convertible Notes was $ 391.7 million and $ 394.1 million, respectively, with unamortized debt discount and issuance costs of $ 5.8 million and $ 8.4 million, respectively.

As of December 31, 2023 and 2022, the estimated fair value (Level 2) of the 2026 Convertible Notes was $ 288.2 million and $ 183.1 million, respectively.

The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $ 2.7 million note payable bearing interest at the rate of 10.0 % per annum that was due on October 1, 2018 (“CAM Digital Note”).

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The CAM Digital Note is currently in a default condition due to non-payment of principal and interest.

The outstanding balance as of December 31, 2022, including interest and penalties, is $ 5.7 million and is included in notes payable on the accompanying consolidated balance sheet.

Paycheck Protection Program Loan

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

as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S.

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

The PPP Loan proceeds were utilized for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, paid leaves, rent, utilities, and interest on certain other outstanding debt.

The Company repaid the outstanding balance of $ 4.7 million on February 26, 2021.

The outstanding balance as of December 31, 2023 and 2022, including interest and penalties, is $ 6.3 million and $ 5.7 million, respectively, and is included in notes payable on the accompanying consolidated balance sheet.

The Company assumed through the acquisition of Molotov in December 2021, $ 2.4 million in notes bearing interest rates of 2.25 % per annum.

During the year ended December 31, 2023 and 2022, the Company repaid principal of approximately $ 0.4 million and $ 0.4 million, respectively.

As of December 31, 2023 and 2022, the principal balance totaled approximately $ 1.6 million and $ 2.0 million, respectively, and is included in long-term borrowings-current portion on the accompanying consolidated balance sheet.

Societe Generale

The Company assumed through the acquisition of Molotov in December 2021, $ 1.3 million in notes bearing interest rates of 0.25 %.

During the year ended December 31, 2022, the Company repaid principal of $ 1.3 million.

The Company assumed, through the consolidation of its subsidiary EAI, a $ 30,000 note payable due to a relative of the former Chief Executive Officer, John Textor bearing interest at the rate of 4.0 % per annum.

As of December 31, 2022, the principal balance and accrued interest totaled approximately $ 37,000 .

The Company assumed through the acquisition of Molotov, $ 3.7 million in notes bearing interest rates between 0.25 % - 2.25 % per annum.

During the year ended December 31, 2022, the Company repaid principal and interest of approximately $ 1.7 million.

As of December 31, 2022, the principal balance totaled approximately $ 2.0 million and is included in long-term borrowings-current portion on the accompanying consolidated balance sheet.

Note 12 – Segments

Prior to the third quarter of 2021, the Company operated its business and reported its results through a single reportable segment.

As a result of the launch of Fubo Sportsbook, the Company began to operate its business and report its results through two operating and reportable segments:

streaming and wagering.

During the fourth quarter of 2022, the Company ceased operation of its wagering segment and Fubo Sportsbook in connection with the dissolution of Fubo Gaming which is reported as a discontinued operation for all period presented (See Note 4).

As a result, the Company will begin to report its results through a single reportable segment effective in the fourth quarter of 2022.

The following tables set forth our financial performance by geographical location:

Total long-lived assets - United States 197,673 224,672

Total long-lived assets - Rest of world 15,022 18,657

As of December 31, 2023 and 2022, the principal balance and accrued interest totaled approximately $ 38,000 and $ 37,000 , respectively.

Note 12 – Segments and Geographic Information

The Company ceased operations of Fubo Sportsbook in connection with the dissolution of Fubo Gaming in October 2022.

Consequently, the wagering reportable segment has been eliminated.

The Company has one operating segment as of December 31, 2023, the streaming business.

The following tables set forth our financial performance by geographical location (in thousands):

Total long-lived assets and rights-of-use assets

United States 190,113 197,673

Rest of world 8,995 15,022

Total revenue

2023 2022 2021

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Note 13 - Fair Value Measurements

Certain of the Company’s warrants are classified as liabilities and measured at fair value on the issuance date, with changes in fair value recognized as other income (expense) in the consolidated statements of operations and comprehensive loss.

The following table classifies the Company’s assets and liabilities measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and 2022 (in thousands):

Fair valued measured at December 31, 2023

(Level 1) Significant

(Level 2) Significant

Quoted prices in active markets

(Level 1) Significant other observable inputs

(Level 2) Significant unobservable inputs

(Level 3) Total

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Fair valued measured at December 31, 2022

(Level 1) Significant

(Level 2) Significant

Quoted prices in active markets

(Level 1) Significant other observable inputs

(Level 2) Significant unobservable inputs

(Level 3) Total

Financial liabilities at fair value:

Warrant liabilities $ — $ — $ 3,548 $ 3,548

Total financial liabilities at fair value $ — $ — $ 3,548 $ 3,548

Financial assets at fair value:

Cash and cash equivalents

Money market securities $ 50,010 $ — $ — $ 50,010

Total financial assets at fair value $ 50,010 $ — $ — $ 50,010

Derivative Financial Instruments

The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the years ended December 31, 2022 and 2021.

Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category.

Derivative - Convertible Notes Profits Interests Sold Embedded Put Option Warrant

Fair value at December 31, 2019

$ 1,203 $ 1,971 $ 376 $ 24

Change in fair value ( 206 ) ( 1,971 ) ( 220 ) 83,338

Additions 3,583 — 172 50,743

Redemption ( 4,580 ) — ( 328 ) ( 97,884 )

Reclassification of warrant liabilities — — — ( 13,535 )

Warrant liabilities

Fair value at December 31, 2020 $ 22,686

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Fair value at December 31, 2022 —

The Company used a Black-Scholes model to estimate the fair value of the warrant liabilities at December 31, 2021 using the following inputs:

December 31, 2021

Fair value of underlying common shares $ 15.52

Exercise price $ 9.25

Expected dividend yield — %

Expected volatility 50.9 % - 52.8 %

Weighted average expected volatility 52.7 %

Risk free interest rate 0.06 % - 0.06 %

Weighted average risk-free interest rate 0.06 %

Expected term (years) 0.14 - 0.15

Weighted average expected term (years) 0.14

There were no warrant liabilities outstanding as of December 31, 2023 and 2022.

Note 14 - Shareholders’ Equity

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The Company amended its articles of incorporation on January 9, 2019 to increase the authorized share capital to 400.0 million shares of common stock.

Preferred Stock Designations

On March 20, 2020, in connection with the Merger, FaceBank Pre-Merger filed an amendment to its Articles of Incorporation to designate 35,800,000 of its authorized preferred stock as “Series AA Convertible Preferred Stock” pursuant to a Certificate of Designation of Series AA Convertible Preferred Stock (the “Series AA Preferred Stock Certificate of Designation”).

The Series AA Convertible Preferred Stock (the “Series AA Preferred Stock”) has no liquidation preference.

The Series AA Preferred Stock is entitled to receive dividends and other distributions as and when paid on the Common Stock on an as converted basis.

Each share of Series AA Preferred Stock is initially convertible into two shares of Common Stock, subject to adjustment as provided in the Series AA Preferred Stock Certificate of Designation and shall only be convertible immediately following the sale of such shares on an arms’-length basis either pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act.

Each share of Series AA Preferred Stock shall have 0.8 votes per share (the “Voting Rate”) on any matter submitted to the holders of the Common Stock for a vote and shall vote together with the Common Stock on such matters for as long as the Series AA Preferred Stock is outstanding.

The Voting Rate shall be subject to adjustment in the event of stock splits, stock combinations, recapitalizations, reclassifications, extraordinary distributions and similar events.

As of December 31, 2022 and 2021, there were no shares of Series AA Preferred Stock outstanding.

Common Stock Activity

At-the-Market Sales Agreements

2021 ATM Offering

2021 ATM Program

On August 13, 2021, the Company entered into an at-the-market sales agreement (the "2021 Sales Agreement") with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co.

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During the year ended December 31, 2021, the Company received net proceeds of $ 140.4 million (after deducting $ 3.5 million in commissions and expenses) from sales of 5,338,607 shares of its common stock, at a weighted average gross sales price of $ 26.96 per share pursuant to the 2021 Sales Agreement.

2022 ATM Offering

2022 ATM Program

On August 4, 2022, the Company entered into an at-the-market sales agreement (the "Sales Agreement," and together with the 2021 Sales Agreement, the "ATM Sales Agreements") with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co.

LLC and Needham & Company, LLC, as sales agents (each, a “manager” and together, the “managers”) pursuant to which the Company may, from time to time, sell shares of its common stock, having an aggregate offering price of up to $ 350.0 million through the managers (the “2022 ATM Offering”).

Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, the managers may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended.

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The offering of shares of common stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

During the year ended December 31, 2022, the Company received net proceeds of approximately $ 292.1 million (after deducting $ 6.6 million in commissions and expenses) from sales of 50,620,577 shares of its common stock, at a weighted average gross sales price of $ 5.90 per share pursuant to the ATM Sales Agreements.

During the year ended December 31, 2023 and 2022, the Company received net proceeds of approximately $ 116.9 million and $ 292.1 million, respectively (after deducting $ 2.8 million and $ 6.6 million in commissions and expenses, respectively) from sales of 81,694,729 and 50,620,577 shares of its common stock, respectively, at a weighted average gross sales price of $ 1.46 and $ 5.90 per share, respectively, pursuant to the ATM Sales Agreements.

As of December 31, 2023, there was $ 156.3 million of common stock remaining available for sale under the 2022 Sales Agreement.

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On August 2, 2022 (the "MEP Effective Date"), Fubo Studios Inc.

(formerly known as Fubo Entertainment Inc.), a subsidiary of the Company, entered into a binding framework agreement (the “MEP Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, Inc.

(“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a forthcoming Maximum Effort linear channel and original programming for launch on Fubo.

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The parties agreed that 80 % of the equity grant shall be allocated as consideration for the MEP Projects and 20 % of the equity grant shall be allocated as consideration for the MEP Network.

During the year ended December 31, 2023, the Company issued 3,778,718 shares of restricted common stock in connection with the first anniversary of the MEP Effective Date.

Because shares of the Company’s common stock will be issued as consideration for the MEP Framework Agreement, the Company accounted for the MEP RSA Agreement pursuant to the non-employee guidance in ASC 718, Compensation - Stock Compensation.

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A summary of the Company’s outstanding warrants as of December 31, 2023, are presented below (in thousands, except share and per share amounts):

Number of Warrants Weighted Average

Exercise Price Total

Value Weighted

Contractual Life

Number of Warrants Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2022

166,670 $ 17.40 $ — 9.6

Granted 166,667 $ 15.00 $ — 9.8

Exercised ( 540,541 ) $ 9.25 $ — 0

Expired ( 25,000 ) $ 9.25 $ — 0

Outstanding and exercisable as of December 31, 2022

Outstanding as of December 31, 2023

166,670 $ 17.40 $ — 8.6

The Company estimated the fair value of the warrants granted during the year ended December 31, 2022 using the Monte Carlo valuation model as follows:

December 31, 2022

Dividend yield —

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Expected term (years) 10.0

There were no warrants granted during the year ended December 31, 2023.

Year ended December 31, 2021

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As a result of the Exchange Offer, 13,412,246 shares of Series AA Preferred Stock, representing 100 % of the outstanding shares of Series AA Preferred Stock, were exchanged for 26,824,492 shares of our common stock.

During the year ended December 31, 2021, the Company issued 5,978,437 shares of its common stock and 800,000 shares of treasury stock in connection with acquisitions.

During the year ended December 31, 2021, the Company retired 166,599 shares of its restricted common stock in connection with a separation agreement with one of its executives.

During the year ended December 31, 2021, the Company issued 1,598,234 shares of its common stock in connection with the exercise of 1,962,841 warrants.

During the year ended December 31, 2021, 1,980,419 options to purchase shares of the Company’s common stock were exercised for cash of $ 3.0 million.

Year ended December 31, 2020

During the year ended December 31, 2020, the Company issued 5,843,600 shares of its common stock with a fair value of approximately $ 27.3 million for the exercise of 7,003,005 common stock warrants and received cash of $ 1.7 million.

During the year ended December 31, 2020 the Company issued 1,398,789 shares of its common stock for consulting and other services rendered.

During the year ended December 31, 2020, the Company received net proceeds of approximately 203,262 through the issuance of 22,664,464 shares of its common stock in connection with private placement transactions and a public offering.

During the year ended December 31, 2020, the Company entered into purchase agreements pursuant to which the Company sold an aggregate of 9,119,066 shares of its common stock and issued warrants to the investors covering a total of 5,039,108 shares of the Company's common stock.

During the year ended December 31, 2020, the Company issued 70,500 shares of its common stock with a fair value of approximately $ 0.3 million in connection with the issuance of convertible notes.

During the year ended December 31, 2020, the Company issued 18,209,498 shares of its common stock in exchange for 9,104,749 shares of the Company’s Series AA Preferred Stock.

During the year ended December 31, 2020, the Company issued 900,000 shares of its common stock with a fair value of approximately $ 9.1 million or $ 10.00 per share in connection with a note purchase agreement with FB Loan.

During the year ended December 31, 2020, the Company issued 2,753,819 shares of its common stock in exchange for 17,950,055 shares of its subsidiary Pulse Evolution Corp., respectively.

During the year ended December 31, 2020, 1,418,532 options to purchase shares of the Company’s common stock were exercised for cash of $ 2.2 million.

Note 15 - Stock-Based Compensation

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On April 1, 2020, the Company approved the establishment of the Company’s 2020 Equity Incentive Plan, as amended (the “2020 Plan”).

On November 20, 2022 the Company amended the 2020 Plan to increase the maximum aggregate number of shares available for issuance under the 2020 Plan by 2,500,000 shares (the “Pool Increase”).

The Pool Increase is conditional upon shareholder approval at the next annual meeting of shareholders.

On November 20, 2022 and April 20, 2023, the Company amended the 2020 Plan to increase the maximum aggregate number of shares of common stock available for issuance under the 2020 Plan by 2,500,000 shares and 17,500,000 shares, respectively.

On June 15, 2023, the Company's shareholders approved the amended 2020 Plan.

The 2020 Plan provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares to its employees, directors and consultants.

As of December 31 2023, there are 7,399,380 shares available for future issuance under the 2020 Plan.

In connection with the Merger, the Company assumed the fuboTV Inc.

2015 Equity Incentive Plan, and in connection with the Company's acquisition of Vigtory, the Company assumed the Vigtory, Inc.

2020 Equity Compensation Plan, as amended (collectively, the "Assumed Plans").

No shares are available for future issuance under the Assumed Plans.

The Company assumed the fuboTV Inc.

2015 Equity Incentive Plan (the "2015 Plan") on April 1, 2020.

No shares are available for future issuance under the 2015 Plan.

On August 3, 2022, the Company's board of directors (the "Board") approved the adoption of the 2022 Employment Inducement Equity Incentive Plan (the “2022 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The 2022 Inducement Plan provided for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment.

No shares are available for future issuance under the 2022 Inducement Plan.

On August 7, 2023, the Board approved the adoption of the 2023 Employment Inducement Equity Incentive Plan (the “2023 Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual.

The aggregate number of shares of common stock reserved for issuance under the 2023 Inducement Plan is 3,000,000 .

The 2023 Inducement Plan provides for the grant of equity-based awards, including non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the 2020 Plan, with the exception that awards can only be made to new employees in connection with their commencement of employment.

As of December 31 2023, there are 2,724,451 shares available for future issuance under the 2023 Inducement Plan.

During the years ended December 31, 2022, 2021 and 2020 the Company recognized stock-based compensation expense as follows:

During the years ended December 31, 2023, 2022 and 2021 the Company recognized stock-based compensation expense as follows (in thousands):

Years Ended December 31,

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$ 51,215 $ 52,454 $ 53,150

During the year ended December 31, 2022, in connection with the MEP Framework Agreement (See Note 14), the Company recorded approximately $ 2.9 million of stock-based compensation expense to shares settled liability which is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet.

During the year ended December 31, 2023 and 2022, in connection with the MEP Framework Agreement (See Note 14), the Company recorded approximately $ 6.5 million and $ 2.9 million of stock-based compensation expense, respectively, to shares settled liability.

As of December 31, 2023 and 2022, $ 5.1 million and $ 2.9 million, respectively, is included in accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet.

Stock Options

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The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model.

The Company historically has lacked sufficient company-specific historical and implied volatility information.

Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a publicly-traded set of peer companies with consideration of the volatility of its own traded stock price.

The risk-free interest rate is determined by referencing the U.S.

Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award.

Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future.

The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term.

The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term.

A summary of stock option activity for the year ended December 31, 2023, is as follows (in thousands, except share and per share amounts):

Number of Shares Weighted Average

Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2022

10,243,772 $ 6.43 $ 1,956 6.0

Granted 636,298 $ 2.02

Exercised ( 339,842 ) $ 1.10

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9,172,874 $ 6.48 $ 5,796 5.4

There were no options granted during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company granted options to purchase 220,099 shares of common stock with an aggregate fair value of $ 3.2 million.

The following was used in determining the fair value of stock options granted during the year ended December 31, 2023:

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Risk free interest rate 3.9 %

Expected term (years) 5.8 - 6.1 years

Expected term (years) 6.0

As of December 31, 2023, the estimated value of unrecognized stock-based compensation expense related to unvested options was $ 2.8 million to be recognized over a period of 1.1 years.

Performance-Based Stock Options

On October 8, 2020, the Company awarded the CEO an option to purchase up to 4,100,000 shares of the Company's common stock which vests based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, subscribers, new markets launched and new revenue streams between January 1, 2021 and December 31, 2025, which are described in the Company’s annual operating plan.

On a given Determination Date (subsequent to the Company’s calendar year end), the Company’s Board of Directors (the “Board”) will review actual performance against the predetermined metrics and determine, in its sole discretion, the amount of any vesting that occurs on a given Determination Date.

Any such vesting is subject to the CEO’s continuation in service with the Company through such Determination Date.

The Board may determine vesting at, above, or below 20% of the shares subject to the performance option.

All shares may be eligible for vesting until the Determination Date following the 2026 calendar year.

Because the number of shares to be earned on each Determination Date is subject to the discretion of the Board, a grant date will not occur until then.

As such, compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned.

As of December 31, 2022, 820,000 shares of the option had vested, and during the year ended December 31, 2022 the Company recognized $ 2.2 million of stock-based compensation benefit related to the options.

Upon each subsequent Determination Date in 2023, 2024, 2025, and 2026, total stock-based compensation expense for each vested tranche will be remeasured and adjusted to reflect the grant date fair value.

On October 8, 2020, the Company awarded the CEO an option to purchase 4,100,000 shares of common stock which was eligible to vest based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, an increase in the number of subscribers, the launch of new markets and, commencing in 2023, creation of new revenue streams.

The terms of the option provided that the Company's Board would review and certify attainment of such goals annually from 2021 through 2026 on a given certification date subsequent to the Company’s calendar year end (the "Determination Date") to determine if any vesting was warranted.

The Board had the discretion to determine vesting at, above, or below 20% of the shares subject to the performance option on a given Determination Date.

All shares were eligible for vesting until the Determination Date following the 2025 calendar year.

Any such vesting was subject to the CEO’s continuation in service with the Company through the applicable Determination Date.

Because the number of shares to be earned on each Determination Date was subject to the discretion of the Board, the compensation expense was adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned.

During the year ended December 31, 2022, the Board determined that the option would vest with respect to 820,000 shares for the 2021 calendar year.

On April 20, 2023, the Company entered into the first amendment to the performance-based stock options described above that were awarded to its CEO.

The amendment did not adjust the total number of options granted ( 4,100,000 options), the exercise price of $ 10.00 per share or the expiration date of October 7, 2030.

Under the terms of the amendment, the original vesting conditions were modified with respect to the 3,280,000 performance-based stock options that remained unvested.

The modified vesting of the stock options is based upon the achievement of certain performance metrics (the "Performance Criteria") during the period from January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % vesting based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to February 20, 2026 (the “Certification Date”).

If a change in control event occurs on or prior to December 31, 2025, all of the unvested options (measured at target performance) will vest on February 20, 2026 (or the date of an earlier termination of employment without cause or for good reason (a "Qualifying Termination") following the change in control), provided the CEO continues to provide services through such date.

In the event of the CEO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested options (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested options, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the modification of the 3,280,000 unvested options will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

There is no accounting impact on the fully vested 820,000 shares as a result of the amendment.

The fair value of the options as of the amendment date totaled $ 1.2 million, and during the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 0.3 million.

Modification of Options and Restricted Stock Units

During the years ended December 31, 2022 and December 31, 2021, the Board of Directors approved a modification to stock option and restricted stock award grants to employees who terminated from the Company.

During the years ended December 31, 2022 and 2021, the Board of Directors approved a modification to stock option and restricted stock award grants to employees who terminated from the Company.

The modifications accelerated the vesting of unvested stock options and restricted stock awards as of the termination date and provided the option holders with an additional months post-termination to exercise their stock options.

The modifications resulted in incremental stock-based compensation expense of $ 2.1 million and $ 10.6 million during the years ended December 31, 2022 and December 31, 2021, respectively.

Non-employees

During the year ended December 31, 2020, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $ 7.20 per share.

These options have a fair value of $ 1.0 million, a five-year term and expires on December 21, 2024.

These options were immediately vested as of the grant date.

During the year ended December 31, 2021, 280,000 options were exercised in exchange for 222,962 shares of the Company’s common stock.

As part of the Merger, the Company also assumed 343,047 options granted to non-employees with a weighted average exercise price of $ 0.23 (included in table above).

Stock-based compensation expense related to unvested non-employee options was immaterial for the year ended December 31, 2020.

Other than the options assumed as described above, there were no options granted to non-employees during the years ended December 31, 2022 and 2021.

The modifications resulted in incremental stock-based compensation expense of $ 2.1 million and $ 10.6 million during the years ended December 31, 2022 and 2021, respectively.

The incremental stock-based compensation expense for modifications of stock option and restricted stock awards during the year ended December 31, 2023 was no t material.

Market and Service Condition Based Stock Options

A summary of activity under the Plan for market and service-based stock options for the year ended December 31, 2023 is as follows (in thousands, except share and per share amounts):

Number of Shares Weighted Average

Exercise Price Total Intrinsic Value Weighted

Contractual Life

Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life

Outstanding as of December 31, 2022

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3,994,964 $ 11.96 $ — 3.6

Stock based compensation expense is based on the estimated value of the awards on the grant date, and is recognized over the period from the grant date through the expected vest dates of each vesting condition, both of which were estimated based on a Monte Carlo simulation model applying the following key assumptions as of the grant date:

December 31, 2021

Dividend yield —

Expected volatility 71.5 %

Risk free rate 1.3 %

Derived service period 2.0 years

There were no market and service-based options granted during the year ended December 31, 2022.

There were no market and service-based options granted during the year ended December 31, 2023 and 2022.

During the year ended December 31, 2021, 1,375,000 stock options with a fair value of $ 19.2 million were granted to an employee of the Company.

The options vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price.

During the year ended December 31, 2022 and 2021, the Company recognized $ 7.8 million and $ 7.2 million, respectively, of stock-based compensation related to its market and service-based stock options.

During the year ended December 31, 2023, 2022, 2021, the Company recognized $ 3.3 million, $ 7.8 million, and $ 7.2 million respectively, of stock-based compensation related to its market and service-based stock options.

As of December 31, 2023, there was $ 0.9 million of unrecognized stock-based compensation expense for market and service-based stock options.

During the year ended December 31, 2020, 3,078,297 stock options with a fair value of $ 20.9 million were granted to an employee of the Company.

The options vest on the earlier of each anniversary of the grant date or based on the achievement of pre-established parameters relating to the performance of the Company’s stock price.

During the year ended December 31, 2020, the pre-established parameters related to the Company’s stock performance were achieved, the 3,078,297 options were fully vested, and the Company recognized $ 20.9 million of stock-based compensation related to these market and service-based stock options.

Service-based Restricted Stock Awards

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Compensation cost is measured on the grant date for shares that vest based upon the achievement of the performance condition are recognized when probable over the requisite service period, that is the implicit service period over which the performance conditions are probable of achievement.

Stock-based compensation cost for the MEP Network RSAs totaling approximately $ 5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022 at $ 1.7 million, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2024 The MEP Network RSAs are subject to forfeiture until launch of the MEP Network.

The Company determined the that it is probable that the Network will be launched by the end of the two-year service agreement.

Stock-based compensation cost for the MEP Network RSAs totaling approximately $ 5.7 million is measured as the fair value of the 400,000 shares issued for the first tranche issued on August 12, 2022 at $ 1.7 million, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2023, plus the fixed monetary amount of $ 2.0 million, settleable in shares on August 2, 2024 The Network RSAs were subject to forfeiture until launch of the Network which occurred in June 2023.

The Company will recognize the total fair value of $ 5.7 million ratably over the two-year period.

Should the performance condition not be achieved, the Company will reverse any stock-based compensation cost recognized for the MEP Network RSAs.

In connection with the MEP Network RSAs, as of December 31, 2023, the unrecognized stock-based compensation totaled $ 1.7 million, and $ 1.4 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the consolidated balance sheet.

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A summary of the Company’s time-based restricted stock unit activity during the year ended December 31, 2023 is as follows:

Number of Shares Weighted Average Grant-Date

Number of Shares Weighted Average Grant-Date Fair Value

Unvested at December 31, 2022

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As of December 31, 2023, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $ 72.6 million, had an aggregate intrinsic value of $ 64.6 million, and a weighted average remaining contractual term of 3.0 years.

Performance-Based Restricted Stock Units

A summary of the Company’s performance-based restricted stock unit activity during the year ended December 31, 2022 and 2021 is as follows:

Number of Shares Weighted Average Grant-Date

Performance-Based Restricted Stock Units ("PRSU")

A summary of the Company’s performance-based restricted stock unit activity during the year ended December 31, 2023 is as follows:

Number of Shares Weighted Average Grant-Date Fair Value

Unvested at December 31, 2022

1,520,000 $ 33.87

Granted 895,834 $ 2.87

Vested ( 286,667 ) $ 33.87

Forfeited ( 93,333 ) $ 33.87

Unvested at December 31, 2023

2,035,834 $ 20.23

On November 3, 2021, the Company granted 1.9 million performance-based restricted stock units (“PRSUs”) to an employee of the Company.

The PRSUs will vest over a period of 5-calendar years through 2026, subject to the achievement of certain established performance metrics including Revenue, Subscribers, New Markets Launched and New Revenue Streams.

The determination of the number of awards to be earned is based upon the assessment during each calendar year of the level of the achievement of the Revenue, Subscribers, New Markets Launched, and New Revenue Streams performance metrics as compared to the Company’s annual operating plan.

At each reporting period, the Company will make a determination of the most likely outcome for achievement of each performance metric.

This may result in a cumulative catch-up as the Company assessments are evaluated.

The fair value of the PRSUs is measured based on their grant date fair value which totaled $ 64.4 million.

On November 3, 2021, the Company granted 1.9 million performance-based restricted stock units (“PRSUs”) to the Chief Operating Officer ("COO") of the Company.

The PRSUs were eligible to vest over a period of 5 -calendar years through 2025, subject to the achievement of certain established performance metrics including revenue targets, subscriber targets, and the launching of new markets (and, with respect to 2023, the creation of one or more new revenue streams).

The determination of the actual number of PRSUs that would vest each year during the five-year performance period would be determined upon the achievement of the predetermined performance targets.

Any such vesting would be subject to the COO’s continuation in service with the Company through the applicable vesting date.

At each reporting period, the Company made a determination of the most likely outcome for achievement of each performance metric, which could have resulted in a cumulative catch-up as the Company assessments were evaluated.

The fair value of the PRSUs was measured based on their grant date fair value which totaled $ 64.4 million.

During the year ended December 31, 2022, the Company determined the performance metrics were met for 286,667 PRSUs and 93,333 PRSUs were forfeited.

The Company recognized stock-based compensation of $ 14.6 million during the year ended December 31, 2022, and as of December 31, 2022, unrecognized stock-based compensation totaled $ 41.0 million.

The Company recognized stock-based compensation of $ 14.6 million during the year ended December 31, 2022.

During the year ended December 31, 2021, the Company determined that the performance metrics for 380,000 PRSUs were met, and accordingly, recognized stock-based compensation of $ 5.6 million.

On November 20, 2023, the Company entered into the first amendment to the PRSUs described above that were awarded to its COO.

The amendment did not adjust the total number of PRSUs granted ( 1.9 million PRSUs).

Under the terms of the amendment, the original vesting conditions were modified with respect to the 1,140,000 PRSUs that remained unvested as of the amendment date.

The modified vesting of the PRSUs is based upon the achievement of the Performance Criteria during the period from January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % vesting based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to the February 20, 2026 (the “Certification Date”).

If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on or prior to February 20, 2026 (or the date of an earlier "Qualifying Termination" following the change in control), provided the COO continues to provide services through such date.

In the event of the COO’s Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the modification of the 1,140,000 unvested PRSUs will be recognized over the requisite service period for the new award beginning on the amendment date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

The fair value of the unvested PRSUs as of the amendment date totaled $ 7.2 million and will be expense pro-rata over the requisite service period.

During the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 8.7 million related to the PRSUs.

As of December 31, 2023, unrecognized stock-based compensation totaled $ 6.8 million.

There is no accounting impact on the fully vested 666,667 shares that had fully vested as of the amendment.

On May 9, 2023, the Company entered into a PRSU agreement with the Company's CEO.

The PRSU agreement provides the right to earn shares of the Company's common stock upon achievement of certain performance criteria, with 730,338 shares being earned at target performance and up to 1,095,507 shares being earned at maximum performance.

The number of PRSUs eligible to vest will be determined based upon the achievement of annual performance-based vesting conditions for the 2023, 2024, and 2025 calendar years.

The Company accounts for the PRSUs as three separate awards each with a requisite service period beginning on January 1st of the applicable year.

For year one, the Company has defined the performance targets including adjusted EBITDA, revenue, and the number of subscribers, and determined the grant date is June 15, 2023.

The Company's Board will define the performance criteria for years two and three no later than March 15, 2024 and 2025, respectively (the grant date of those respective tranches).

Any PRSUs that are eligible to vest based on performance relative to the pre-determined annual performance objectives will vest on the date on which the Company’s performance for the 2025 performance year is certified, which will occur on or before February 20, 2026.

Any such vesting is subject to the employee’s continuation in service with the Company through the applicable vesting date.

The Company's Board will review attainment of such performance conditions annually from 2024 through 2026 on a given certification date (subsequent to the Company’s calendar year end) to determine if any PRSUs should be eligible to vest.

The PRSUs contain both service and performance vesting conditions.

Compensation cost related to the target PRSUs will be recognized over the requisite service period based on the probability of achievement of certain performance thresholds.

The fair value of the PRSUs is measured based on their grant date fair value which totaled $ 0.7 million for the year one tranche.

On November 20, 2023, the Company entered into PRSU agreements with various executive employees (the "Executives") covering a total of 569,475 shares in the aggregate.

Under the terms of the agreements, the PRSUs will be eligible to vest based upon the achievement of the Performance Criteria during the period January 1, 2025 through December 31, 2025, including 50 % vesting based on the Company's adjusted EBITDA, 25 % vesting based on revenue criteria, and 25 % based on the number of subscribers achieved.

The Company’s Board will certify the Company’s performance relative to the Performance Criteria on or prior to the February 20, 2026 Certification Date.

If a change in control event occurs on or prior to December 31, 2025, all of the unvested PRSUs (measured at target performance) will vest on February 20, 2026 (or the date of a "Qualifying Termination" following the change in control), provided the Executives continues to provide services through such date.

In the event of an Executive's Qualifying Termination prior to a change in control, if the termination occurs on or prior to December 31, 2025, then all unvested PRSUs (measured at target performance) will vest as of the date of termination, and if the termination occurs on or after January 1, 2026, a number of unvested PRSUs, determined based on actual performance during the performance period, will vest on date performance is certified.

Compensation cost related to the unvested PRSUs will be recognized over the requisite service period for the new award beginning on the grant date and ending on the Certification Date based on the probability of achievement of the Performance Criteria.

The fair value of the PRSUs totaled $ 1.9 million, and during the year ended December 31, 2023, the Company recognized stock-based compensation expense of $ 0.1 million.

As of December 31, 2023, unrecognized stock-based compensation totaled $ 1.8 million.

Note 16 - Commitments and Contingencies

The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate):

The components of lease expense were as follows:

The components of lease expense were as follows (in thousands):

Years Ended December 31,

6 unchanged sentences

Total rent expense $ 6,901 $ 6,117 $ 1,674

Supplemental cash flow information related to leases were as follows:

Supplemental cash flow information related to leases were as follows (amounts in thousands):

Years Ended December 31,

2 unchanged sentences

Right of use assets exchanged for operating lease liabilities $ 3,062 $ 4,312 $ 30,968

Weighted average remaining lease term - operating leases 11.3 13.0 6.3

Weighted average remaining lease term - operating leases 9.9 years 11.3 years 13.0 years

Weighted average remaining discount rate - operating leases 7.8 % 7.4 % 7.6 %

Maturities of the Company’s operating leases from continuing operations, are as follows (amounts in thousands):

Maturities of the Company’s operating leases from continuing operations, are as follows (in thousands):

Year Ended December 31, 2024 $ 8,362

6 unchanged sentences

Operating lease liabilities $ 43,334

On February 23, 2021, the Company entered into a lease agreement (the “Lease”) for approximately 55,042 rentable square feet located at 1290 Avenue of the Americas, New York, New York 10104.

This location is the Company’s new corporate headquarters.

The Lease term is twelve years and commenced during the quarter ended December 31, 2021.

The annual fixed rent under the Lease will be:

● $ 4,128,150 for the first four years;

● $ 4,403,360 for years five through eight;

● $ 4,678,570 for years nine through twelve.

The Company has an option to extend the term of the Lease for an additional five years , at a fixed annual rate that is the fair market rent as of the beginning of the extension term as agreed to by the parties or determined by a neutral arbitration process.

On March 19, 2021, the Company entered into a sublease agreement for approximately 28,300 square feet located at One North Dearborn Avenue, Chicago, Illinois.

The sublease term is four years and commenced May 1, 2021.

The annual fixed rent will be $ 932,747 for the first year;

$ 953,741 for the second year, $ 974,936 for the third year and $ 996,130 for the fourth year.

This lease is included in discontinued operations.

During the year ended December 31, 2022, the Company recorded an impairment charge of approximately $ 2.3 million for the right of use asset balances recorded in connection with Fubo Gaming (See Note 4).

17 unchanged sentences

Year Ended December 31, 2028 4,583

Thereafter 4,583

Total $ 71,892

During the year ended December 31, 2022, the Company made upfront payments totaling approximately $ 54.7 million, which are recorded in prepaid sports rights on the consolidated balance sheet.

During the year ended December 31, 2023 and 2022, the Company made upfront payments totaling approximately $ 27.4 million and $ 54.7 million, respectively, which are recorded in prepaid sports rights on the consolidated balance sheet.

Contingencies

7 unchanged sentences

The Company is not able to reasonably estimate whether it will be able to reach an agreement with these parties or the amount of potential licensing fees, if any, it may agree to pay in connection with these discussions, but it is possible that any such amount could be material.

Following the dissolution of Fubo Gaming in October 2022, the Company has received communications from several commercial partners of Fubo Gaming, alleging breach by Fubo Gaming of applicable agreements.

Additional allegations, or litigation, may arise against Fubo Gaming or the Company in the future related to the dissolution of Fubo Gaming, including potential breach of contract claims by other commercial partners of Fubo Gaming or claims related to guarantees by the Company of Fubo Gaming’s contractual obligations.

From time to time, we enter into business arrangements with vendors for technology services in the ordinary course of business.

We are currently engaged in discussions with a vendor surrounding the scope of the parties’ relationship and underlying obligations under the terms of their contract.

This includes, among other things, the type and range of services to be provided by this vendor to the Company, the corresponding expenditures by the Company payable under the agreement, and the vendor’s compliance with its good faith express and implied obligations under the contract.

Accordingly, we are not able to reasonably estimate the amount of the Company’s potential expenditures, if any, under our arrangement with this vendor, but it is possible that the amounts that the Company may pay for services under the contract could be material.

Legal Proceedings

27 unchanged sentences

On July 12, 2021, Lead Plaintiff filed an Amended Class Action Complaint.

Lead Plaintiff seeks to pursue this claim on behalf of himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the New York Stock Exchange (“NYSE”) between March 23, 2020 and January 4, 2021, inclusive, and who were allegedly damaged thereby.

Lead Plaintiff seeks to pursue this claim on behalf of himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the NYSE between March 23, 2020 and January 4, 2021, inclusive, and who were allegedly damaged thereby.

The Class Action Defendants filed a motion to dismiss the Amended Class Action Complaint on September 10, 2021.

1 unchanged sentence

Class Action Defendants filed their reply in support of the motion to dismiss on December 9, 2021.

On March 30, 2023, the Court granted the Class Action Defendants' motion to dismiss without prejudice.

On May 22, 2023, Lead Plaintiff filed a Second Amended Class Action Complaint, which amended the class period to purchases or acquisitions between May 20, 2020 and January 4, 2021, inclusive.

The Class Action Defendants filed their motion to dismiss the Second Amended Class Action Complaint on August 1, 2023.

Lead Plaintiff filed his opposition on September 14, 2023.

The Class Action Defendants filed their reply on October 5, 2023.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to this matter.

The Company believes the claims alleged in both lawsuits are without merit and intends to vigorously defend these litigations.

DISH Technologies, LLC, et al.

fuboTV Media Inc., No.

1:23-cv-00986 (D.

On September 6, 2023, DISH Technologies L.L.C.

and Sling TV L.L.C.

(collectively, “DISH”) filed a complaint in the District of Delaware alleging that fuboTV Media Inc.

(“fuboTV Media”) infringes certain of DISH's patents by streaming video through a fuboTV Media application and seeking damages and injunctive relief.

On December 14, 2023, following a series of stipulated extensions, fuboTV Media filed a motion to dismiss the complaint asserting that DISH’s patents are invalid.

Briefing on the motion is complete and a hearing is currently scheduled for March 25, 2024.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to this matter.

The Company believes it has meritorious defenses and intends to defend itself vigorously in this matter.

Fubo Gaming Dissolution

Certain of these parties have also asserted that the Company is a guarantor of Fubo Gaming’s obligations under the applicable agreements.

On May 2, 2023, one such party (comprising two related plaintiff entities, Dynamo Stadium, LLC and Dynamo Soccer, LLC (together, “Dynamo”)) filed Demands for Arbitration with the American Arbitration Association ("AAA") against Fubo Gaming, alleging breaches by Fubo Gaming of a sports betting agreement and a sponsorship agreement, as well as against the Company for alleged guaranty obligations under the sports betting agreement.

Dynamo is seeking monetary damages and costs.

On February 5, 2024, the AAA dismissed the arbitration relating to the sponsorship agreement, and, on February 27, 2024, the AAA dismissed without prejudice the arbitration relating to the sports betting agreement.

Additional allegations or litigation may arise against Fubo Gaming or the Company in the future related to the dissolution of Fubo Gaming, including potential breach of contract claims by other commercial partners of Fubo Gaming or claims seeking to hold the Company responsible for Fubo Gaming’s contractual obligations (on contractual guaranty and other bases).

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to any such matters, including the Dynamo matter.

The Company believes it has meritorious defenses and intends to defend itself vigorously in any such matters.

and FuboTV Media Inc.

The Walt Disney Company, ESPN, Inc., ESPN Enterprises, Inc., Hulu, LLC, Fox Corporation, and Warner Brothers Discovery, Inc.

On February 20, 2024, the Company filed a lawsuit in the U.S.

District Court for the Southern District of New York asserting federal and state antitrust claims against The Walt Disney Company (“Disney”), ESPN, Inc.

and ESPN Enterprises, Inc.

(collectively, “ESPN”), Hulu, LLC (“Hulu”), Fox Corporation (“Fox”), and Warner Brothers Discovery, Inc.

The Company's complaint asserts four major categories of claims.

First, the complaint alleges that the announced joint venture between Disney, WBD, and Fox is unlawful under Section 7 of the Clayton Act and Section 1 of the Sherman Act.

Second, the complaint alleges that “bundling” requirements imposed by Disney, ESPN and Fox constitute unlawful tying and block-booking arrangements under Section 1 of the Sherman Act.

Third, the complaint alleges that the Defendants’ use of “most-favored-nation” clauses in their carriage agreements, in combination with other anticompetitive terms, violates Section 1 of the Sherman Act.

Fourth, the complaint alleges that all of this conduct violates New York’s Donnelly Act, N.Y.

Law § 340, for the same reasons it violates federal antitrust law.

The Company’s complaint seeks injunctive relief to stop the proposed joint venture and other practices described above, damages for harm already suffered because of those practices, and other relief.

At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome, if any.

However, the Company believes it has meritorious claims and will continue to pursue its rights vigorously in this matter.

Note 17 - Subsequent Events

On December 29, 2023, the Company entered into a privately negotiated exchange agreement with certain affiliates and related funds of Mudrick Capital Management, L.P., which were holders of its existing 2026 Convertible Notes, to exchange $ 205.8 million principal amount of the 2026 Convertible Notes for $ 177.5 million in aggregate principal amount of the Company’s new convertible senior secured notes due 2029 (the “2029 Notes”), subject to customary closing conditions.

The exchange closed on January 2, 2024, when the 2029 Notes were issued pursuant to, and are governed by, an indenture, dated as of January 2, 2024, among the Company, the guarantors identified therein and U.S.

Bank Trust Company, National Association, as trustee and collateral agent.

At our election for any interest period, the 2029 Notes will bear interest at a rate of (i) 7.50 % per annum on the principal amount thereof if interest is paid in cash and (ii) 10.00 % per annum on the principal amount thereof if interest is paid in kind, in each case payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024.

The 2029 Notes will mature on February 15, 2029, unless earlier converted or repurchased.

The initial conversion rate of the 2029 Notes is 260.6474 shares of common stock per $1,000 principal amount of 2029 Notes, which represents an initial conversion price of approximately $3.8366 per share of common stock.

Holders may convert their 2029 Notes at their option in the following circumstances:

◦ during any calendar quarter commencing after the calendar quarter ending on March 31, 2024 (and only during such calendar quarter), if the last reported sale price per share of common stock is greater than or equal to 130 % of the conversion price for each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

◦ during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of 2029 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price per share of common stock on such trading day and the conversion rate on such trading day;

◦ upon the occurrence of certain corporate events or distributions on the Company’s common stock, as provided in the Indenture;

◦ on or after November 15, 2028 until the close of business on the second scheduled trading day immediately before the Maturity Date.

The Company may cause all outstanding 2029 Notes to be automatically converted, subject to certain conditions, if, at any time on or after January 2, 2025, the last reported sale price of the Company’s common stock has been at least 200 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period, the last of which 20 trading days is no more than 10 trading days before the date that the Company provides the notice of forced conversion.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures