FuboTV Inc. 10-K

Item 9A. Controls and Procedures. A. Limitations on effectiveness of controls and procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. B. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Annual Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level. C. Report of Management on Internal Controls over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of December 31, 2023, management completed an assessment of the Company’s internal control over financial reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework. Based on that assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2023. KPMG, our independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting, which is included below. D. Audit Report of Independent Registered Public Accounting Firm 72 Table o f Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors fuboTV Inc.: Opinion on Internal Control Over Financial Reporting We have audited fuboTV Inc. and subsidiaries' (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP New York, New York March 4, 2024 73 Table o f Contents E. 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. Item 9B. Other Information. (a) None. (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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 74 Table o f Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Our board of directors has adopted a written Code of Business Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of our Code of Business Conduct and Ethics on our investor relations website under the Governance tab at https://ir.fubo.tv . In addition, we intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information contained on our website is not incorporated by reference into this Annual Report. The remaining information required by this item will be included in our definitive proxy statement for our 2024 Annual Meeting of Shareholders, and such required information is incorporated herein by reference. Item 11. Executive Compensation. 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. Item 12. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. 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. Item 14. Principal Accountant Fees and Services. 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. 75 Table o f Contents PART IV Item 15. Exhibit and Financial Statement Schedules (a)(1) Financial Statements. The following documents are included on pages F-1 through F-47 attached hereto and are filed as part of this Annual Report on Form 10-K. Reference is made to the Index to Consolidated Financial Statements on Page F-1. (a)(2) Financial Statement Schedules. All financial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financial statements or in the notes thereto. 76 Table o f Contents (a)(3) Exhibits. The following is a list of exhibits filed as part of this Annual Report on Form 10-K: Exhibit Number Incorporated by Reference Filed / Furnished Herewith Exhibit Description Form File No. Exhibit Filing Date 2.1 Agreement and Plan of Merger and Reorganization dated as of March 19, 2020 by and among FaceBank Group, Inc., fuboTV Acquisition Corp. and fuboTV, Inc. 8-K 000-55353 2.1 3/23/2020 3.1(a) Articles of Incorporation dated February 20, 2009 S-1 333-176093 3.1(i) 8/5/2011 3.1(b) Articles of Amendment to Articles of Incorporation dated October 5, 2010 S-1 333-176093 3.1(ii) 8/5/2011 3.1(c) Articles of Amendment to Articles of Incorporation dated December 31, 2014 10-K 000-55353 3.1(iii) 3/31/2015 3.1(d) Articles of Amendment to Articles of Incorporation dated January 11, 2016 8-K 000-55353 3.1 1/29/2016 3.1(e) Certificate of Designation of Series A Preferred Stock dated June 23, 2016 8-K 000-55353 4.1 6/28/2016 3.1(f) Certificate of Designation of Series B Preferred Stock dated June 23, 2016 8-K 000-55353 4.2 6/28/2016 3.1(g) Certificate of Designation of Series C Preferred Stock dated July 21, 2016 8-K 000-55353 4.1 7/26/2016 3.1(h) Second Amended Certificate of Designation of Series C Preferred Stock dated March 3, 2017 8-K 000-55353 3.1 3/6/2017 3.1(i) Articles of Amendment to Articles of Incorporation dated October 17, 2017 8-K 000-55353 3.1 12/5/2017 3.1(j) Certificate of Designation of Preferences and Rights of Series X Convertible Preferred Stock dated August 3, 2018 8-K 000-55353 3.1 8/6/2018 3.1(k) Articles of Amendment to Articles of Incorporation dated September 9, 2019 8-K 000-55353 3.1 9/11/2019 3.1(l) Articles of Amendment to Articles of Incorporation dated March 16, 2020 8-K 000-55353 3.1 3/23/2020 3.1(m) Certificate of Designation of Series AA Convertible Preferred Stock dated March 20, 2020 8-K 000-55353 3.2 3/23/2020 3.1(n) Articles of Amendment to Articles of Incorporation dated September 29, 2016 10-Q 000-55353 3.1(n) 7/6/2020 3.1(o) Articles of Amendment to Articles of Incorporation dated January 9, 2017 10-Q 000-55353 3.1(o) 7/6/2020 3.1(p) Articles of Amendment to Articles of Incorporation dated May 11, 2017 10-Q 000-55353 3.1(p) 7/6/2020 77 Table o f Contents 3.1(q) Articles of Amendment to Articles of Incorporation dated February 12, 2018 10-Q 000-55353 3.1(q) 7/6/2020 3.1(r) Articles of Amendment to Articles of Incorporation dated January 29, 2019 10-Q 000-55353 3.1(r) 7/6/2020 3.1(s) Articles of Amendment to Articles of Incorporation dated July 12, 2019 10-Q 000-55353 3.1(s) 7/6/2020 3.1(t) Articles of Amendment to Articles of Incorporation dated August 10, 2020 8-K 000-55353 3.1 8/13/2020 3.1(u) Articles of Amendment to Articles of Incorporation dated September 2 9 , 2020 S-1 333-249783 3.1(u) 10/30/2020 3.1(v) Articles of Amendment to Articles of Incorporation dated June 9, 2022 S-3 333-266557 3.1(v) 8/5/2022 3.1(w) Articles of Amendment to Articles of Incorporation dated June 15, 2023 10-Q 001-39590 3.1(w) 8/7/2023 3.2 Amended and Restated Bylaws of the Company, dated March 1, 2022 8-K 001-39590 3.1 3/2/2022 4.1 Form of Common Stock Certificate 10-K 001-39590 4.1 3/25/2021 4.2 Form of Common Stock Purchase Warrant in connection with the private placement between May 11, 2020 and June 8, 2020 10-Q 000-55353 4.5 7/6/2020 4.3 Indenture, dated as of February 2, 2021, by and between fuboTV Inc. and U.S. Bank National Association, as Trustee 8-K 001-39590 4.1 2/2/2021 4.4 Form of Note, representing fuboTV Inc.’s 3.25% Convertible Senior Notes due 2026 (included in Exhibit 4.3) 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 8-K 001-39590 4.1 1/2/2024 4.6 Form of Note, representing fuboTV Inc.’s Convertible Senior Secured Notes due 202 9 (included in Exhibit 4. 5 ) 8-K 001-39590 4.2 1/2/2024 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. 8-K 001-39590 99.2 1/2/2024 4.8 Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 * 10.1† fuboTV Inc. 2015 Equity Incentive Plan 10-Q 000-55353 10.2 7/6/2020 10.2† Form of Stock Option Agreement under the fuboTV Inc. 2015 Equity Incentive Plan 10-Q 000-55353 10.3 7/6/2020 78 Table o f Contents 10.3† fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated 8-K 001-39590 10.1 6/20/2023 10.4† Form of Stock Option Agreement under the fuboTV Inc. 2020 Equity Incentive Plan, as amended 10-K 001-39590 10.4 3/1/2022 10.5† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (standard) 10-K 001-39590 10.5 3/1/2022 10.6† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (key employees) 10-K 001-39590 10.6 3/1/2022 10.7† Form of Performance Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended 8-K 001-39590 10.2 5/8/2023 10.8† fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.1 8/8/2022 10.9† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (standard) 10-Q 001-39590 10.2 8/8/2022 10.10† Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (key employee) 10-Q 001-39590 10.3 8/8/2022 10.11† Form of Stock Option Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.4 8/8/2022 10.12† fuboTV Inc. 202 3 Employment Inducement Equity Incentive Plan 10-Q 001-39590 10.1 8/7/2023 10.13† 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 10.14† 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 10.15† 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 10.16† Form of Indemnification Agreement by and between fuboTV Inc. and its directors and officers 8-K 000-55353 10.2 4/7/2020 10.17† 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 10.18 Lease dated February 23, 2021 by and among fuboTV Inc. and HWA 1290 III LLC, HWA 1290 IV LLC and HWA 1290 V LLC 8-K 001-39590 10.1 3/3/2021 79 Table o f Contents 10.19 fuboTV Inc. Outside Director Compensation Policy 10-Q 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 10-K 001-39590 10.23 3/25/2021 10.21† Offer Letter, dated as of January 3, 2022, by and between fuboTV Inc. and John Janedis 10-K 001-39590 10.15 3/1/2022 10.22† E xecutive Severance Plan 10-Q 001-39590 10.5 11/3/2023 10.23 Form of Purchase Agreement, by and between the Company and the Purchaser 10-Q 000-55353 10.31 7/6/2020 10.24 Sales Agreement, dated August 4, 2022, by and between fuboTV Inc., Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC. 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. 10-K 001-39590 21.1 2/27/2023 23.1 Consent of KPMG LLP, independent auditor * 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). * 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). * 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350. ** 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. * 101.SCH Inline XBRL Taxonomy Extension Schema Document * 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document * 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document * 80 Table o f Contents 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * * Filed herewith. ** Furnished herewith. † Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 81 Table o f Contents SIGNATURES 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. FUBOTV INC. Dated: March 4, 2024 By: /s/ David Gandler David Gandler Chief Executive Officer (Principal Executive Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gandler and John Janedis, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstituting, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 82 Table o f Contents 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 March 4, 2024 David Gandler ( principal executive officer ) /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 March 4, 2024 Edgar Bronfman, Jr. /s/ Ignacio Figueras Director March 4, 2024 Ignacio Figueras /s/ Julie Haddon Director March 4, 2024 Julie Haddon /s/ Daniel Leff Director March 4, 2024 Daniel Leff /s/ Laura Onopchenko Director March 4, 2024 Laura Onopchenko /s/ Pär-Jörgen Pärson Director March 4, 2024 Pär-Jörgen Pärson 83 Table o f Contents fuboTV Inc. Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm Auditor Name: KPMG LLP (PCAOB ID: 185 ) Auditor Location: New York, NY . F- 2 Consolidated Balance Sheets as of December 31, 202 3 and 202 2 F- 4 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 202 3 , 202 2 and 202 1 F- 5 Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 202 3 , 202 2 and 202 1 F- 7 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 3 , 202 2 and 202 1 F- 9 Notes to the Consolidated Financial Statements F- 11 F-1 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors fuboTV Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of fuboTV Inc. and subsidiaries (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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S. 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, 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 These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 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. F-2 The following are the primary procedures we performed to address this critical audit matter. 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. /s/ KPMG LLP We have served as the Company’s auditor since 2020. New York, New York March 4, 2024 F-3 fuboTV Inc. Consolidated Balance Sheets (in thousands, except for share and per share information) December 31, 2023 December 31, 2022 ASSETS Current assets Cash and cash equivalents $ 245,278 $ 337,087 Accounts receivable, net 80,299 43,996 Prepaid sports rights 39,911 37,668 Prepaid and other current assets 20,804 13,508 Assets of discontinued operations 462 4,643 Total current assets 386,754 436,902 Property and equipment, net 4,835 4,975 Restricted cash 6,142 6,139 Intangible assets, net 158,448 171,832 Goodwill 622,818 618,506 Right-of-use assets 35,825 35,888 Other non-current assets 17,818 3,532 Total assets $ 1,232,640 $ 1,277,774 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable $ 74,311 $ 66,952 Accrued expenses and other current liabilities 320,041 264,415 Notes payable 6,323 5,687 Deferred revenue 90,203 65,370 Long-term borrowings - current portion 1,612 1,986 Current portion of lease liabilities 5,247 1,763 Liabilities of discontinued operations 19,608 32,581 Total current liabilities 517,345 438,754 Convertible notes, net of discount 391,748 394,094 Deferred tax liabilities — 765 Lease liabilities 38,087 39,266 Other long-term liabilities 1,635 1,565 Total liabilities 948,815 874,444 COMMITMENTS AND CONTINGENCIES (Note 16) Redeemable non-controlling interest — 1,648 Shareholders’ equity: Common stock par value $ 0.0001 : 800,000,000 shares authorized; 299,215,160 and 209,684,548 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively 30 21 Additional paid-in capital 2,136,870 1,972,006 Accumulated deficit ( 1,845,542 ) ( 1,558,088 ) Non-controlling interest ( 11,751 ) ( 11,662 ) Accumulated other comprehensive income 4,218 ( 595 ) Total shareholders’ equity 283,825 401,682 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. F-4 Table of Contents fuboTV Inc. Consolidated Statements of Operations and Comprehensive Loss (in thousands, except for share and per share information) For the Years Ended December 31, 2023 2022 2021 Revenues Subscription $ 1,249,579 $ 905,886 $ 564,441 Advertising 115,370 101,739 73,749 Other 3,276 1,071 180 Total revenues 1,368,225 1,008,696 638,370 Operating expenses Subscriber related expenses 1,213,253 976,415 593,241 Broadcasting and transmission 68,824 73,377 55,563 Sales and marketing 207,045 183,615 135,720 Technology and development 67,675 69,264 55,418 General and administrative 64,282 81,151 89,039 Depreciation and amortization 36,496 36,731 37,666 Total operating expenses 1,657,575 1,420,553 966,647 Operating loss ( 289,350 ) ( 411,857 ) ( 328,277 ) Other income (expense) 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 (loss) on extinguishment of debt 1,607 — ( 380 ) Change in fair value of warrant liabilities — ( 1,701 ) 2,659 Other income (expense) ( 923 ) 1,019 ( 90 ) Total other expense ( 4,631 ) ( 14,854 ) ( 26,190 ) Loss from continuing operations before income taxes ( 293,981 ) ( 426,711 ) ( 354,467 ) Income tax benefit 879 1,666 2,681 Net loss from continuing operations ( 293,102 ) ( 425,045 ) ( 351,786 ) Discontinued operations 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 ) Less: Net loss attributable to non-controlling interest 463 442 126 Net loss attributable to common shareholders $ ( 287,454 ) $ ( 561,477 ) $ ( 382,837 ) F-5 Table of Contents fuboTV Inc. Consolidated Statements of Operations and Comprehensive Loss (Continued) (in thousands, except for share and per share information) For the Years Ended December 31, 2023 2022 2021 Other comprehensive income (loss) Foreign currency translation adjustment 4,822 ( 767 ) 172 Comprehensive loss attributable to common shareholders $ ( 282,632 ) $ ( 562,244 ) $ ( 382,665 ) Net loss per share attributable to common shareholders Basic and diluted loss per share from continuing operations $ ( 1.06 ) $ ( 2.33 ) $ ( 2.56 ) 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 ) Weighted average shares outstanding: Basic and diluted 276,282,572 182,472,069 137,498,077 The accompanying notes are an integral part of these consolidated financial statements. F-6 Table of Contents fuboTV Inc. Consolidated Statements of Shareholders’ Equity For the years ended December 31, 2023, 2022 and 2021 (in thousands except for share information) Preferred stock Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-controlling Interest - Total Shareholders’ Equity Shares Amount Shares Amount Shares Amount 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 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 — — 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 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 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 F-7 Table of Contents fuboTV Inc. Consolidated Statements of Shareholders’ Equity (Continued) For the years ended December 31, 2023, 2022 and 2021 (in thousands except for share information) Preferred stock Common Stock Additional Paid-In Capital Treasury Stock Accumulated Deficit Accumulated Other Comprehensive Loss Non-controlling Interest - Total Shareholders’ Equity Shares Amount Shares Amount Shares Amount Balance at December 31, 2022 — $ — 209,684,548 $ 21 $ 1,972,006 $ — $ — $ ( 1,558,088 ) $ ( 595 ) $ ( 11,662 ) $ 401,682 Issuance of common stock/At-the-market offering, net of offering costs — $ — 81,694,729 8 116,881 — — — — — 116,889 Exercise of stock options — — 339,842 — 373 — — — — — 373 Delivery of common stock underlying restricted stock units — — 3,729,918 — — — — — — — — 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 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 The accompanying notes are an integral part of these consolidated financial statements. F-8 Table of Contents fuboTV Inc. Consolidated Statements of Cash Flows (in thousands, except for share and per share information) For the Years Ended December 31, 2023 2022 2021 Cash flows from operating activities Net loss $ ( 287,917 ) $ ( 561,919 ) $ ( 382,963 ) Less: 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 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 36,496 36,731 37,666 Stock-based compensation 51,215 52,454 53,150 (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 warrant liabilities — 1,701 ( 2,659 ) Amortization of right-of-use assets 3,126 3,078 954 Other adjustments 695 1,155 583 Changes in operating assets and liabilities of business, net of acquisitions: Accounts receivable, net ( 36,200 ) ( 9,778 ) ( 15,047 ) Prepaid expenses and other assets ( 14,498 ) ( 950 ) ( 3,554 ) Prepaid sports rights ( 1,525 ) ( 34,384 ) ( 3,284 ) Accounts payable 6,635 12,014 8,727 Accrued expenses and other liabilities 52,180 50,116 64,792 Deferred revenue 24,774 21,102 26,055 Lease liabilities ( 2,813 ) 1,210 ( 120 ) Net cash used in operating activities - continuing operations ( 173,045 ) ( 289,786 ) ( 171,896 ) Net cash used in operating activities - discontinued operations ( 4,577 ) ( 26,915 ) ( 24,031 ) Net cash used in operating activities ( 177,622 ) ( 316,701 ) ( 195,927 ) Cash flows from investing activities Cash paid for acquisitions, net of cash acquired — — ( 22,894 ) Purchases of short-term investments — ( 100,000 ) — Proceeds from maturity of short-term investments — 100,000 — 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 ) Net cash used in investing activities - discontinued operations — ( 6,436 ) ( 45,795 ) Net cash used in investing activities ( 25,417 ) ( 12,423 ) ( 76,172 ) F-9 Table of Contents fuboTV Inc. 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 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 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 Repayments of notes payable and long-term borrowings ( 441 ) ( 1,682 ) ( 24,709 ) Net cash provided by financing activities - continuing operations 111,233 296,270 511,958 Net cash provided by financing activities - discontinued operations — — — Net cash provided by financing activities 111,233 296,270 511,958 Net increase (decrease) in cash, cash equivalents and restricted cash ( 91,806 ) ( 32,854 ) 239,859 Cash, cash equivalents and restricted cash at beginning of period 343,226 376,080 136,221 Cash, cash equivalents and restricted cash at end of period $ 251,420 $ 343,226 $ 376,080 Supplemental disclosure of cash flows information: Interest paid $ 13,169 $ 13,786 $ 8,017 Income tax paid 258 — — Non cash financing and investing activities: Conversion of Series AA preferred stock to common stock $ — $ — $ 406,665 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 $ — Strategic investment - marketing commitment $ 4,000 Issuance of treasury stock in connection with acquisitions $ — $ — $ 8,538 Cashless exercise of warrants $ — $ 5,249 $ 16,480 Unpaid intangible assets included in accounts payable $ 540 $ — $ — Unpaid financing costs included in accounts payable $ 15 $ 18 $ 51 Unpaid property and equipment included in accounts payable $ 12 $ — $ — The accompanying notes are an integral part of these consolidated financial statements. F-10 fuboTV Inc. Notes to the Consolidated Financial Statements (in thousands, except for share and per share information) Note 1 - Organization and Nature of Business Incorporation fuboTV Inc. (“Fubo” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name York Entertainment, Inc. The Company changed its name to FaceBank Group, Inc. on September 30, 2019. On August 10, 2020, the Company changed its name to fuboTV Inc. 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,” “we,” “us,” “our,” and the “Company” refers to the Company and its subsidiaries on a consolidated basis. Nature of Business The Company is principally focused on offering consumers a leading live TV streaming platform for sports, news, and entertainment through its streaming platform. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though the Company has expanded into several international markets, with operations in Canada, Spain and France. The Company’s subscription-based streaming services are offered to consumers who can sign-up for accounts through which the Company provides basic plans with the flexibility for consumers to purchase incremental features that include additional content or enhanced functionality (“Attachments”) best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. 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, 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). Note 2 - Liquidity, Going Concern and Management Plans 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 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 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. F-11 Table of Contents 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 Principles of Consolidation and Basis of Presentation 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. GAAP”). 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 The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates. Those estimates and assumptions include allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment and intangible assets, recoverability of goodwill and intangible assets, accruals for contingent liabilities, equity instruments issued in share-based payment arrangements, and accounting for income taxes, including the valuation allowance on deferred tax assets. Segment and Reporting Unit Information Operating segments are defined as components of an entity for which discrete financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s Chief Executive Officer is determined to be the CODM. As discussed in Note 1, 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. Subsequent to the dissolution of Fubo Gaming, the CODM reviews financial information and makes resource allocation decisions at the consolidated group level. The Company has one operating segment as of December 31, 2023, the streaming business. F-12 Table of Contents Cash and 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 accounts. 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 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): December 31, 2023 2022 Cash and cash equivalents $ 245,278 $ 337,087 Restricted cash 6,142 6,139 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 and accounts receivable. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits. The majority of the Company’s software and computer systems utilize data processing, storage capabilities and other services provided by Google Cloud Platform and Amazon Web Services, which cannot be easily switched to another cloud service provider. 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. Fair Value Estimates The carrying amounts of the Company’s financial assets and liabilities, such as cash, other assets, accounts payable and accrued payroll, approximate their fair values because of the short maturity of these instruments. The carrying amounts of notes payable and long-term borrowings approximate their fair values due to the short-term maturity and the fact that the effective interest rates on these obligations are comparable to market interest rates for instruments of similar credit risk. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. F-13 Table of Contents Accounts Receivable, net The Company records accounts receivable at the invoiced amount less an allowance for any potentially uncollectible accounts. The Company’s accounts receivable balance consists of amounts due from the sale of advertisements and subscription revenue. In evaluating our ability to collect outstanding receivable balances, we consider many factors, including the age of the balance, collection history, and current economic trends. Bad debts are written off after all collection efforts have ceased. Based on the Company’s current and historical collection experience, management concluded that an allowance for credit losses was not necessary as of December 31, 2023 and 2022. No individual customer accounted for more than 10% of revenue for the year ended December 31, 2023, 2022, and 2021. As of December 31, 2023 and 2022, one customer accounted for more than 10% of accounts receivable. Property and Equipment, Net Property and equipment is stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful life of the assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized. Maintenance and repairs are expensed as incurred. Licensed Content The Company entered into various license agreements to obtain rights to certain live sports events. 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 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. Impairment Testing of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. 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, 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. The Company then calculated the fair value of the asset groups as the present value of the estimated future cash flows and determined that the carrying value exceeded the fair value in certain instances. 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. F-14 Table of Contents Exit and Disposal Costs The Company accounts for exit or disposal activities, including termination of a line of business or restructuring, in accordance with ASC 420 , Exit or Disposal Cost Obligations. The Company defines a business restructuring as an exit or disposal activity that includes but is not limited to a program which is planned and controlled by management and materially changes either the scope of a business or the manner in which that business is conducted. Under ASC 420 , a liability for a cost associated with an exit or disposal activity is measured at its fair value and recognized as incurred. Business restructuring charges may include (i) contract termination costs and (ii) other related costs associated with exit or disposal activities. Contract termination costs include costs to terminate a contract or costs that will continue to be incurred under the contract without benefit to the Company. 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 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. Goodwill 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. The Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a single reporting unit is less than its carrying amount under Accounting Standards Update (“ASU”) No. 2017-04, Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, issued by the FASB. If it is determined that the fair value is less than its carrying amount, the excess of the goodwill carrying amount over the implied fair value is recognized as an impairment loss. Intangible Assets, net The Company’s intangible assets represent definite lived intangible assets, which are being amortized on a straight-line basis over their estimated useful lives as follows: Customer relationships 2 years Trade names 2 - 9 years Capitalized internal use software 3 years Software and technology 3 - 9 years We capitalize qualifying development costs associated with software that is developed or obtained for internal use, provided that management with the relevant authority authorizes and commits to the funding of the project, it is probable the project will be completed and the software will be used to perform the function intended. Capitalized costs, including costs incurred for enhancements that are expected to result in additional significant functionality are capitalized and amortized on a straight-line basis over the estimated useful life, which approximates three years . Costs related to preliminary project activities and post-implementation operation activities, including training and maintenance, are expensed as incurred. Non-Controlling Interest Non-controlling interest as of December 31, 2023 and 2022 represents Pulse Evolution Corp. 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. F-15 Table of Contents Leases The Company accounts for its leases under ASC 842, Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheets as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease or the Company’s incremental borrowing rate. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less, if any, from the new guidance as an accounting policy election, and recognizes rent expense on a straight-line basis over the lease term. Revenue From Contracts With Customers The Company recognizes revenue from contracts with customers under ASC 606, Revenue from Contracts with Customers (the “revenue standard”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. A good or service is transferred to a customer when, or as, the customer obtains control of that good or service. The following five steps are applied to achieve that core principle: • Step 1: Identify the contract with the customer • Step 2: Identify the performance obligations in the contract • Step 3: Determine the transaction price • Step 4: Allocate the transaction price to the performance obligations in the contract • Step 5: Recognize revenue when the company satisfies a performance obligation In 2023, the Company generated revenue from the following sources: 1. Subscriptions – The Company sells various subscription plans through its website and third-party app stores. These subscription plans provide different levels of streamed content and functionality depending on the plan selected. Subscription fees are fixed and paid in advance by credit card primarily on a monthly basis. A subscription customer executes a contract by agreeing to the Company’s terms of service. The Company considers the subscription contract legally enforceable once the customer has accepted terms of service and the Company has received credit card authorization from the customer’s credit card company. The terms of service allow customers to terminate the subscription at any time, however, in the event of termination, no prepaid subscription fees are refundable. The Company recognizes revenue when it satisfies a performance obligation by transferring control of the promised services to the customers, which is ratably over the subscription period. Upon the customer agreeing to the Company’s terms and conditions and authorization of the credit card, the customer simultaneously receives and consumes the benefits of the streamed content ratably throughout the term of the contract. Subscription services sold through third-party app stores are recorded gross in revenue with fees to the third-party app stores recorded in subscriber related expenses in the consolidated statement of operations and comprehensive loss. Management concluded that the customers are the end user of the subscription services sold by these third-party app stores. 2. Advertising – The Company executes agreements with advertisers that want to display ads (“impressions”) within the streamed content. The Company enters into individual insertion orders (“IOs”) with advertisers, which specify the term of each ad campaign, the number of impressions to be delivered and the applicable rate to be charged. The Company invoices advertisers monthly for impressions actually delivered during the period. Each executed IO provides the terms and conditions agreed to in respect of each party’s obligations. The Company recognizes F-16 Table of Contents 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. 3. 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 Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs 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. 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. The Company receives advertising spots from television networks for sale to advertisers as part of the affiliate distribution agreements. Subscriber related expenses totaled $ 1,213.3 million, $ 976.4 million and $ 593.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Broadcasting and Transmission Broadcasting and transmission expenses are charged to operations as incurred and consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscriber. Sales and Marketing Sales and marketing expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives. All sales and marketing costs are expensed as they are incurred. Advertising expense totaled $ 151.0 million, $ 133.2 million and $ 111.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Technology and Development Technology and development expenses are charged to operations as incurred. Technology and development expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses. General and Administrative General and administrative expenses consist primarily of payroll and related costs, benefits, rent and utilities, stock-based compensation, corporate insurance, office expenses, professional fees, as well as travel, meals, and entertainment costs. Stock-Based Compensation The Company accounts for the fair value of restricted stock units using the closing market price of its common stock on the date of the grant. The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest over a four- year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term - 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 F-17 Table of Contents 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. Expected Volatility – 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. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield available on U. S. Treasury zero-coupon issues with an equivalent remaining term. Expected Dividend - The Company has never declared or paid any cash dividends on its common shares and does not plan to pay cash dividends in the foreseeable future, and, therefore, uses an expected dividend yield of zero in its valuation models. The Company accounts for forfeited awards as they occur. Income Taxes The Company accounts for income taxes under the asset and liability method, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. A valuation allowance is required to the extent any deferred tax assets may not be realizable. ASC Topic 740, Income Taxes, (“ASC 740”), also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. Foreign Currency The Company’s reporting currency is the U.S. dollar while the functional currencies of non-U.S. subsidiaries is determined based on the primary economic environment in which the subsidiary operates. The financial statements of non-U.S. subsidiaries are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters , using period-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive income (loss). F-18 Table of Contents Net Loss Per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data): Years Ended December 31, 2023 2022 2021 Basic loss per share: Loss from continuing operations $ ( 293,102 ) $ ( 425,045 ) $ ( 351,786 ) Less: net loss attributable to non-controlling interest 463 442 126 Loss from continuing operations available to common shareholders ( 292,639 ) ( 424,603 ) ( 351,660 ) 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 ) Shares used in computation: Weighted-average common shares outstanding 276,282,572 182,472,069 137,498,077 Basic and diluted loss per share from continuing operations $ ( 1.06 ) $ ( 2.33 ) $ ( 2.56 ) 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 ) The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive: December 31, 2023 2022 2021 Warrants to purchase common stock 166,670 166,670 565,544 Stock options 19,028,904 15,517,069 15,908,187 Unvested restricted stock units 22,349,609 14,575,629 4,685,800 Convertible notes variable settlement feature 6,879,543 6,966,078 6,966,078 Total 48,424,726 37,225,446 28,125,609 Recently Issued Accounting Standards The Company continually assesses any new accounting pronouncements to determine their applicability. 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. F-19 Table of Contents 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 Inc. ("Fubo Gaming"). In connection with the dissolution of Fubo Gaming, the Company concurrently ceased operation of Fubo Sportsbook. 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 Revenues Wagering $ — $ ( 759 ) $ ( 20 ) Total revenues — ( 759 ) ( 20 ) Operating expenses Sales and marketing ( 59 ) 9,976 6,667 Technology and development 17 9,220 5,095 General and administrative 1,370 28,481 19,146 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 income (loss) 5,185 ( 136,234 ) ( 31,143 ) Other income (expense) Interest expense — ( 598 ) — Other income (expense) — ( 42 ) ( 34 ) Total other expense — ( 640 ) ( 34 ) 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. There was no stock-based compensation expense recorded during the year ended December 31, 2023 pertaining to Fubo Gaming. F-20 Table of Contents 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): December 31, 2023 2022 ASSETS Current assets Cash and cash equivalents $ 462 $ 3,277 Prepaid and other current assets — 1,366 Total assets - discontinued operations $ 462 $ 4,643 LIABILITIES Current liabilities Accounts payable $ 2,195 $ 4,347 Accrued expenses and other current liabilities 17,413 25,787 Lease liabilities — 2,447 Total liabilities - discontinued operations $ 19,608 $ 32,581 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 Molotov S.A.S On December 6, 2021, the Company acquired approximately 98.5 % of the equity interests in Molotov S.A.S (“Molotov”), a television streaming platform located in France, for € 101.7 million or $ 115.0 million (“Molotov Acquisition”). In the first quarter of 2023, the Company acquired the remaining 1.5 % of the equity interests in Molotov. The consideration paid in cash totaled € 14.4 million or $ 16.3 million, and the issuance of 5.7 million shares of the Company’s common stock with a fair value of approximately $ 98.8 million. Molotov is included in the streaming segment and its contribution to revenue and operating loss during the year ended December 31, 2021 was $ 1.4 million and $ 8.1 million, respectively. The Molotov Acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, which requires recognition of assets acquired and liabilities assumed at their respective fair values on the date of acquisition. 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 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. F-21 Table of Contents 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): Assets acquired: Cash $ 818 Accounts receivable, net 1,752 Prepaid and other current assets 6,273 Property and equipment, net 738 Other non-current assets 2,643 Intangible assets 18,429 Goodwill 127,971 Right-of-use assets 4,566 Total assets acquired 163,190 Liabilities assumed: Accounts payable 15,724 Accrued expenses and other current liabilities 21,628 Deferred revenue 812 Long-term borrowings - current portion 3,662 Lease liabilities 4,566 Total liabilities assumed 46,392 Redeemable non-controlling interest 1,752 Net assets acquired $ 115,046 Goodwill, which is not deductible for tax purposes, primarily represents the benefits expected to result from the assembled workforce of Molotov. The Company allocated the goodwill to its streaming segment. The Company recognized $ 2.7 million of acquisition-related costs for the Molotov 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): Estimated Useful Life (in Years) Fair Value Customer relationships 2 $ 9,271 Trade name 2 679 Software and technology 6 8,479 Total $ 18,429 F-22 Table of Contents Note 6 - Revenue from Contracts with Customers Disaggregated revenue The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands): Years Ended December 31, 2023 2022 2021 Subscription $ 1,249,579 $ 905,886 $ 564,441 Advertising 115,370 101,739 73,749 Other 3,276 1,071 180 Total revenues $ 1,368,225 $ 1,008,696 $ 638,370 The following tables summarize subscription revenue and advertising revenue by region for the year ended December 31, 2023, 2022 and 2021 (in thousands): Subscription Years Ended December 31, 2023 2022 2021 United States and Canada (North America) $ 1,217,905 $ 882,679 $ 562,991 Rest of world 31,674 23,207 1,450 Total subscription revenues $ 1,249,579 $ 905,886 $ 564,441 Advertising Years Ended December 31, 2023 2022 2021 United States and Canada (North America) $ 114,247 $ 100,605 $ 73,538 Rest of world 1,123 1,134 211 Total advertising revenues $ 115,370 $ 101,739 $ 73,749 Contract balances 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. The contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of December 31, 2023 and 2022, the Company’s contract liabilities totaled $ 90.2 million and $ 65.4 million, respectively, and are recorded as deferred revenue on the accompanying consolidated balance sheets. Transaction price allocated to remaining performance obligations The Company does not disclose the transaction price allocated to remaining performance obligations since subscription and advertising contracts have an original expected term of one year or less. F-23 Table of Contents Note 7 - Property and equipment, net Property and equipment, net, is comprised of the following (in thousands): December 31, Useful Lives (Years) 2023 2022 Furniture and fixtures 7 $ 532 $ 441 Computer equipment 3 - 5 3,949 2,922 Leasehold improvements Term of lease 5,302 5,136 9,783 8,499 Less: Accumulated depreciation ( 4,948 ) ( 3,524 ) Total property and equipment, net $ 4,835 $ 4,975 Depreciation expense totaled $ 1.5 million, $ 1.2 million, and $ 0.7 million for the years ended December 31, 2023, 2022, and 2021 respectively. Note 8 - Intangible Assets and Goodwill Intangible Assets The table below summarizes the Company’s intangible assets at December 31, 2023 and 2022 (in thousands): Useful Lives (Years) Weighted Average Remaining Life (Years) December 31, 2023 Intangible Assets Accumulated Amortization Net Balance Customer relationships 2 — $ 32,729 $ ( 32,729 ) $ — Trade names 2 - 9 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 5.1 196,136 ( 79,846 ) 116,290 Total $ 293,494 $ ( 135,046 ) $ 158,448 Useful Lives (Years) Weighted Average Remaining Life (Years) December 31, 2022 Intangible Assets Accumulated Amortization Net Balance Customer relationships 2 1.2 $ 32,433 $ ( 28,421 ) $ 4,012 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 6.1 191,735 ( 57,464 ) 134,271 Total $ 271,492 $ ( 99,660 ) $ 171,832 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 $ 35.0 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. F-24 Table of Contents The estimated future amortization expense associated with intangible assets is as follows (in thousands): Future Amortization 2024 35,478 2025 33,661 2026 31,277 2027 26,823 2028 25,100 Thereafter 6,109 Total $ 158,448 Goodwill The following table is a summary of the changes to goodwill for the years ended December 31, 2023 and 2022 (in thousands): December 31, 2023 2022 Beginning balance $ 618,506 $ 619,587 Molotov acquisition — ( 497 ) Foreign currency translation adjustment 4,312 ( 584 ) Ending balance $ 622,818 $ 618,506 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. 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. The Company estimated the fair value by weighting results from a market approach and an income approach. Significant assumptions inherent in the valuation methodologies included, but are not limited to, prospective financial information (including revenue growth and subscriber related expenses), a long-term growth rate, discount rate, and comparable multiples from publicly-traded companies in the same industry. The results of the impairment test showed that the fair value of the streaming reporting unit was in excess of its carrying value. Therefore, it was determined that goodwill is not impaired. 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 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. Significant inputs into the valuation models included the control premium, discount rate, and revenue market multiples as follows: December 31, 2022 Control premium 35 % Discount rate 31 % Revenue multiples 0.34 x - 0.52 x Goodwill includes a cumulative impairment charge of $ 148.1 million as of December 31, 2023 and 2022 related to the historical Facebank reporting unit . F-25 Table of Contents 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, 2023 2022 Affiliate fees $ 266,089 $ 218,367 Broadcasting and transmission 13,097 15,732 Selling and marketing 33,925 26,907 Accrued compensation 13,218 9,838 Legal and professional fees 3,672 3,712 Sales tax 42,590 37,934 Accrued interest 4,671 4,773 Subscriber related 1,624 3,101 Shares settled liability 5,131 2,860 Other 11,970 9,708 Total $ 395,987 $ 332,932 Note 10 - Income Taxes The loss before income taxes on continuing operations includes the following components (in thousands): For the Years Ended December 31, 2023 2022 2021 United States $ 283,988 $ 399,941 $ 346,244 International 9,993 26,770 8,223 Loss before income taxes $ 293,981 $ 426,711 $ 354,467 The benefit of income taxes on continuing operations for the years ended December 31, 2023, 2022 and 2021 consist of the following (in thousands): December 31, 2023 2022 2021 U.S. Federal Current $ — $ — $ — Deferred 620 1,351 2,082 State and local Current ( 116 ) — — Deferred 145 315 599 Foreign Current — — — Deferred 230 — — Income tax benefit $ 879 $ 1,666 $ 2,681 F-26 Table of Contents A reconciliation of the statutory federal rate on continuing operations to the Company’s effective tax rate on continuing operations is as follows: December 31, 2023 2022 2021 Federal rate 21.00 % 21.00 % 21.00 % State income taxes, net of federal benefit 2.57 0.07 0.17 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 Amortization of debt discount — ( 0.67 ) — Foreign rate differential 0.14 0.34 0.13 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 ) Other 0.53 ( 0.66 ) 0.54 Income tax benefit 0.30 % 0.39 % 0.76 % The components of our deferred tax assets are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 366,837 $ 324,256 Accruals and deferrals 15,115 11,032 Stock-based compensation 16,235 10,225 Interest expense limitation 14,860 13,959 Leasing assets 9,375 9,125 Other 30 49 Total deferred tax assets 422,452 368,646 Less: Valuation allowance ( 385,461 ) ( 322,989 ) Net deferred tax assets $ 36,991 $ 45,657 Deferred tax liabilities: Intangible assets $ 29,073 $ 38,929 Property and equipment 7,688 7,391 Deferred state income tax — 102 Total deferred tax liabilities $ 36,761 $ 46,422 Net deferred tax assets (liabilities) $ 230 $ ( 765 ) F-27 Table of Contents 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. These U.S. 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 $ 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. With the exception of the loss carryforwards attributable to the Company’s Indian subsidiary which may be carried for eight years, the foreign net operating loss carryforwards will carryforward indefinitely but are subject to a limitation on the amount that can be used to offset taxable income in a given year. Utilization of the NOL carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by the Internal Revenue Code, as well as similar state provisions. In general, an “ownership change” as defined by Code Sections 382 and 383, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain shareholders or public groups. Since the Company’s formation, the Company has raised capital through the issuance of capital stock on several occasions which, combined with the purchasing shareholders’ subsequent disposition of those shares have resulted in such an ownership change and could result in an ownership change in the future upon subsequent disposition. The Company conducted an analysis of our stock ownership under Internal Revenue Code Section 382 and 383. The net operating loss carryforwards are subject to annual limitations as a result of the ownership changes in 2015, 2016, 2019 and 2020. Approximately $ 1.1 million of the net operating loss carryforwards are expected to expire before the utilization. The Company follows the provisions of FASB Accounting Standards Codification (ASC 740-10), Accounting for Uncertainty in Income Taxes. ASC 740-10 prescribes a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of uncertain tax positions that have been taken or expected to be taken on an income tax return. No liability related to uncertain tax positions was required to be recorded in the financial statements as of December 31, 2023 and 2022. The Company’s policy is to recognize interest and penalties accrued on uncertain income tax positions in income tax expense in the Company’s consolidated statements of operations and comprehensive loss. The Company had not incurred any material tax interest or penalties as of December 31, 2023 and 2022. The Company does not anticipate any significant change within 12 months of this reporting date of its uncertain tax positions. F-28 Table of Contents The Company is subject to taxation in the United States and various state jurisdictions, France, Spain and India. The Company had been delinquent in filings since December 31, 2014. 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. The Company’s 2020 to 2023 tax years will remain open for examination by the Spain tax authority for four years starting from the day following the date of termination of the voluntary tax filing period. The Company’s 2020 - 2023 tax years remain open for examination in France. The Company's 2022-2023 tax years are open for examination by the Indian tax authority. Note 11 - Notes Payable, Long-Term Borrowing, and Convertible Notes 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 2026 Convertible Notes 3.25 % $ 397,500 $ — $ ( 5,752 ) $ 391,748 Note payable 10.0 % 2,700 3,585 — 6,285 BPi France 2.25 % 1,612 — — 1,612 Other 4.0 % 30 8 — 38 $ 401,842 $ 3,593 $ ( 5,752 ) $ 399,683 Note Stated Interest Rate Principal Balance Capitalized Interest Debt Discount December 31, 2022 2026 Convertible Notes 3.25 % $ 402,500 $ — $ ( 8,406 ) $ 394,094 Note payable 10.0 % 2,700 2,950 — 5,650 BPi France 2.25 % 1,986 — — 1,986 Other 4.0 % 30 7 — 37 $ 407,216 $ 2,957 $ ( 8,406 ) $ 401,767 2026 Convertible Notes 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. 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: i. 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 F-29 Table of Contents immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; ii. 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; iii. if the Company calls any or all of the 2026 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or iv. upon the occurrence of specified corporate events. The Company may also redeem all or any portion of the 2026 Convertible Notes after February 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the 2026 Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon conversion, the Company can elect to deliver cash or shares or a combination of cash or shares. 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. Note payable 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”). The cumulative accrued interest on the CAM Digital Note amounts to $ 3.3 million. 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, 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. F-30 Table of Contents BPi France 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. Other 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, 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 December 31, 2023 2022 United States 190,113 197,673 Rest of world 8,995 15,022 Total revenue December 31, 2023 2022 2021 United States $ 1,309,438 $ 972,220 $ 634,065 Rest of world 58,787 36,476 4,305 Total revenue $ 1,368,225 $ 1,008,696 $ 638,370 F-31 Table of Contents Note 13 - Fair Value Measurements 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 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Financial assets at fair value: Cash and cash equivalents Money market securities $ 205,074 $ — $ — $ 205,074 Total financial assets at fair value $ 205,074 $ — $ — $ 205,074 Fair valued measured at December 31, 2022 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total 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 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 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. Warrant liabilities Fair value at December 31, 2020 $ 22,686 Change in fair value ( 2,659 ) Redemption ( 16,479 ) Fair value at December 31, 2021 3,548 Change in fair value 1,701 Redemption ( 5,249 ) Fair value at December 31, 2022 — There were no warrant liabilities outstanding as of December 31, 2023 and 2022. F-32 Table of Contents Note 14 - Shareholders’ Equity Authorized Share Capital 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. Common Stock Activity At-the-Market Sales Agreements 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. Inc., as sales agents (each, a “prior manager” and together, the “prior managers”), pursuant to which the Company, from time to time, sold shares of its common stock having an aggregate offering price of up to $ 500.0 million through the prior managers. The Company paid the prior managers a commission of up to 3.0 % of the aggregate gross proceeds the Company received from all sales of the Company’s common stock under the 2021 ATM Offering. Effective August 4, 2022, the Company terminated the 2021 ATM Offering. 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 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. 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. Subject to the terms and conditions of the Sales Agreement, each manager will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the shares from time to time, based upon the Company’s instructions. The Company will pay the managers a commission for their services in acting as agents in the sale of common stock at a commission rate of up to 3 % of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, and cannot provide any assurances that it will, make any sales of the shares under the Sales Agreement. 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, 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. F-33 Table of Contents Year ended December 31, 2022 Framework Agreement with MEP FTV 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, LLC. (“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. Maximum Effort is a premiere entertainment production company led by Ryan Reynolds and George Dewey. Pursuant to the MEP Framework Agreement, the Company and Maximum Effort desire to work together to (1) develop scripted and unscripted television programs intended for initial distribution on Fubo’s platform (the “MEP Projects”) and (2) create a new television channel with unique content, features and functionality (the “MEP Network”). In connection with the MEP Framework Agreement, as consideration for Maximum Effort’s participation in the collaboration, the Company entered into a Restricted Stock Award Agreement dated August 12, 2022 (the “MEP RSA Agreement”) pursuant to which it has agreed to issue to MEP FTV (i) 2,000,000 shares of restricted common stock, of the Company, within 10 business days after the MEP Effective Date; (ii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the first anniversary of the MEP Effective Date, within 10 business days after the first anniversary of the MEP Effective Date; and (iii) a number of shares of common stock determined by dividing $ 10.0 million by the 30 -day volume weighted average closing price of common stock for the 30 trading days preceding the second anniversary of the MEP Effective Date, within 10 business days after the second anniversary of the MEP Effective Date (collectively, the “MEP Shares”). The MEP Shares will be subject to transfer restrictions until various time- and performance-based milestones are met, and, during this restricted period, will be subject to potential forfeiture if the MEP Framework Agreement is terminated under certain conditions. 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. F-34 Table of Contents Warrants Pursuant to the MEP Framework Agreement, on August 12, 2022, the Company issued MEP FTV a warrant to acquire 166,667 shares of the Company’s common stock with an exercise price of $ 15.00 per share. The warrant is exercisable on or prior to August 2, 2032, provided that the price per share of the Company’s common stock equals or exceeds a 30 -trading day volume weighted average closing price of $ 30.00 at any time prior to third anniversary of the grant date. The fair value of the warrant was measured on August 12, 2022, using the Monte Carlo valuation model, and the fair value totaled approximately $ 0.4 million. The derived service period was determined to be 1.7 years. As of December 31, 2023, the unrecognized stock-based compensation totaled $ 0.1 million. 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 Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 166,670 $ 17.40 $ — 9.6 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: Dividend yield — Expected price volatility 107.0 % Risk free interest rate 2.8 % Expected term (years) 10.0 There were no warrants granted during the year ended December 31, 2023. Year ended December 31, 2021 In January and February 2021, 9,807,367 shares of Series AA Preferred Stock converted into 19,614,734 shares of common stock. On March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of Series AA Preferred Stock for two shares of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”). 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. F-35 Table of Contents Note 15 - Stock-Based Compensation Equity Incentive Plans 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 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. 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, 2023, 2022 and 2021 the Company recognized stock-based compensation expense as follows (in thousands): Years Ended December 31, 2023 2022 2021 Subscriber related $ 211 $ 144 $ 71 Sales and marketing 22,886 22,198 7,818 Technology and development 12,024 9,998 13,752 General and administrative 16,094 20,114 31,509 $ 51,215 $ 52,454 $ 53,150 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. F-36 Table of Contents Stock Options The Company provides option grants to employees, directors, and consultants under the 2020 Plan. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. 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 (in years) 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 Forfeited or expired ( 64,621 ) $ 10.67 Outstanding as of December 31, 2023 10,475,607 $ 6.31 $ 6,534 5.3 Options vested and exercisable as of December 31, 2023 9,172,874 $ 6.48 $ 5,796 5.4 The following was used in determining the fair value of stock options granted during the year ended December 31, 2023: Dividend yield — % Expected price volatility 49.8 % Risk free interest rate 3.9 % 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. F-37 Table of Contents Performance-Based Stock Options 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. F-38 Table of Contents Modification of Options and Restricted Stock Units 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 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 Average Remaining Contractual Life (in years) Outstanding as of December 31, 2022 4,453,297 $ 12.75 $ — 4.7 Outstanding as of December 31, 2023 4,453,297 $ 12.75 $ — 3.7 Options vested and exercisable as of December 31, 2023 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. 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, 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. Service-based Restricted Stock Awards MEP Framework Agreement - MEP Project Restricted Stock Awards In connection with the MEP Framework Agreement, stock-based compensation cost for MEP Project restricted stock awards (the "MEP Project RSAs") totaling approximately $ 23.0 million measured as the fair value of the 1,600,000 shares issued for the first tranche issued on August 12, 2022 at $ 7.0 million, plus the fixed monetary amount of $ 8.0 million settleable in shares on August 2, 2023, and the fixed monetary amount of $ 8.0 million settleable in shares on August 2, 2024. Compensation cost will be recognized on a straight-line basis over the term of the three-year service period as if the Company paid cash for the services. The second two tranches are liability classified because they are a fixed monetary amount, settleable in shares. As compensation cost is recognized for these tranches, a corresponding credit to share-based liabilities will be recorded and reclassified to equity upon issuance of the related shares. In connection with the MEP Project RSAs, as of December 31, 2023 the unrecognized stock-based compensation totaled $ 12.3 million, and $ 3.7 million of shares liability in accrued expenses and other current liabilities and other long-term liabilities was recorded on the consolidated balance sheet. F-39 Table of Contents Performance-based Restricted Stock Awards MEP Framework Agreement - MEP Network Restricted Stock Awards The restricted stock awards allocated as consideration for the MEP Network (“MEP Network RSAs”) are performance-based RSAs. The performance condition consists of creating a new television channel with unique content, features and functionality. 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 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. 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. Time-Based Restricted Stock Units 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 Fair Value Unvested at December 31, 2022 13,055,629 $ 5.25 Granted 13,912,089 $ 2.99 Vested ( 3,397,642 ) $ 5.82 Forfeited ( 3,256,301 ) $ 3.72 Unvested at December 31, 2023 20,313,775 $ 3.85 During the year ended December 31, 2023, the Company granted 13,912,089 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled $ 44.0 million. During the year ended December 31, 2023, the Company issued 3,443,251 shares of common stock to its Board of Directors and employees in settlement of vested restricted stock units. During the year ended December 31, 2022, the Company granted 12,803,284 time-based restricted stock units which generally vest annually over a four-year period, subject to the recipient’s continuation in service through each applicable vesting date. The fair value of restricted stock units is measured based on their fair value at grant date which totaled $ 47.2 million. During the year ended December 31, 2022, the Company issued 1,576,231 shares of common stock to its Board of Directors and employees in settlement of vested restricted stock units. 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. F-40 Table of Contents 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 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. 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. F-41 Table of Contents 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. F-42 Table of Contents Note 16 - Commitments and Contingencies Leases 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 (in thousands): Years Ended December 31, 2023 2022 2021 Operating leases Operating lease cost $ 6,513 $ 5,711 $ 1,387 Other lease cost 256 239 287 Operating lease expense 6,769 5,950 1,674 Short-term lease rent expense 132 167 — Total rent expense $ 6,901 $ 6,117 $ 1,674 Supplemental cash flow information related to leases were as follows (amounts in thousands): Years Ended December 31, 2023 2022 2021 Operating cash flows from operating leases $ 5,939 $ 1,421 $ 553 Right of use assets exchanged for operating lease liabilities $ 3,062 $ 4,312 $ 30,968 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 (in thousands): Year Ended December 31, 2024 $ 8,362 Year Ended December 31, 2025 7,764 Year Ended December 31, 2026 5,991 Year Ended December 31, 2027 4,831 Year Ended December 31, 2028 4,403 Thereafter 31,737 Total 63,088 Less present value discount ( 19,754 ) Operating lease liabilities $ 43,334 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). F-43 Table of Contents Other Contractual Obligations The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows (in thousands): Annual Sponsorship Agreements Year Ended December 31, 2024 $ 3,225 Year Ended December 31, 2025 3,275 Year Ended December 31, 2026 3,325 Year Ended December 31, 2027 3,425 Year Ended December 31, 2028 3,525 Thereafter 12,725 Total $ 29,500 Sports Rights Agreements The Company entered into various sports right agreements to obtain programming rights to certain live sporting events. Future payments under these agreements are as follows: Year Ended December 31, 2024 $ 26,065 Year Ended December 31, 2025 13,748 Year Ended December 31, 2026 13,748 Year Ended December 31, 2027 13,748 Year Ended December 31, 2028 4,583 Total $ 71,892 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. F-44 Table of Contents Contingencies The Company is subject to certain legal proceedings and claims that arise from time to time in the ordinary course of its business, including relating to business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. When the Company determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the financial statements taken as a whole. When a material loss contingency is only reasonably possible, the Company does not record a liability, but instead discloses the nature and the amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be made. Legal expenses associated with any contingency are expensed as incurred. The Company is engaged in discussions with certain third parties regarding patent licensing matters. 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. Legal Proceedings The Company is and may in the future be involved in various legal proceedings arising from the normal course of business activities. Although the results of litigation and claims cannot be predicted with certainty, currently, the Company believes that the likelihood of any material adverse impact on the Company’s consolidated results of operations, cash flows or our financial position for any such litigation or claims is remote. Regardless of the outcome, litigation can have an adverse impact on the Company because of the costs to defend lawsuits, diversion of management resources and other factors. Said-Ibrahim v. fuboTV Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi, Case No. 21-cv-01412 (S.D.N.Y) & Lee v. fuboTV, Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi, Case No. 21-cv-01641 (S.D.N.Y.) (consolidated as In re fuboTV Inc. Securities Litigation, No. 21-cv-01412 (S.D.N.Y.)) On February 17, 2021, putative shareholders Wafa Said-Ibrahim and Adhid Ibrahim filed a class action lawsuit against the Company, co-founder and CEO David Gandler, Executive Chairman Edgar M. Bronfman Jr., and CFO Simone Nardi (collectively, the “Class Action Defendants”). Plaintiffs allege that Class Action Defendants violated federal securities laws by disseminating false and misleading statements regarding the Company’s financial health and operating condition, including the Company’s ability to grow subscription levels, prospects, future profitability, seasonality factors, cost escalations, ability to generate advertising revenue, valuation, and entering the online sports wagering market. The Plaintiffs allege that Class Action Defendants violated Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 thereunder, as well as Section 20(a) of the Exchange Act, and seek damages and other relief. On February 24, 2021, putative shareholder Steven Lee filed a nearly identical class action lawsuit against the same Defendants. On April 29, 2021, the court consolidated Said-Ibrahim v. fuboTV Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi , Case No. 21-cv-01412 (S.D.N.Y) and Lee v. fuboTV, Inc., David Gandler, Edgar M. Bronfman Jr., & Simone Nardi , Case No. 21-cv-01641 (S.D.N.Y.) under In re FuboTV Inc. Securities Litigation, No. 1:21-cv-01412 (S.D.N.Y.). The court also appointed putative shareholder Nordine Aamchoune as lead plaintiff. 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 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. Lead Plaintiff filed an opposition on November 9, 2021. 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. F-45 Table of Contents 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. v. fuboTV Media Inc., No. 1:23-cv-00986 (D. Del) 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 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. 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. FuboTV Inc. and FuboTV Media Inc. vs. 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. (“WBD”). 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. Gen. Bus. 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. F-46 Table of Contents 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; and ◦ 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. F-47