As
filed with the Securities and Exchange Commission on August 6, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
fuboTV
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Florida |
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26-4330545 |
(State
or other jurisdiction of |
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(I.R.S.
Employer |
incorporation
or organization) |
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Identification
No.) |
1290
Avenue of the Americas
New
York, New York 10104
(212)
672-0055
(Address, including zip code, of principal executive offices)
fuboTV
Inc. 2024 Employment Inducement Equity Incentive Plan
fuboTV
Inc. 2020 Equity Incentive Plan
(Full
title of the plans)
David
Gandler
Chief
Executive Officer
fuboTV
Inc.
1290
Avenue of the Americas
New
York, NY 10104
(212)
672-0055
(Name,
address and telephone number, including area code, of agent for service)
Copy
to:
Jenna
B. Cooper
Latham
& Watkins LLP
1271
Avenue of the Americas
New
York, New York 10020
(212)
906-1200
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer ☐ |
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Accelerated
filer ☒ |
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Non-accelerated
filer ☐
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Smaller
reporting company ☐ |
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Emerging
growth company ☐ |
If
an emerging growth company, indicate by check
mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory
Note
This
Registration Statement on Form S-8 is being filed for the purpose of registering (i) 3,000,000 shares of common stock, par value $0.0001
per share (the “Common Stock”), of fuboTV Inc. (the “Registrant”), reserved for issuance under the Registrant’s
2024 Employment Inducement Equity Incentive Plan (the “Inducement Plan”), to be granted to certain eligible individuals as
an inducement material to their entering into employment with the Registrant or its subsidiaries, and (ii) an additional 20,000,000 shares
of Common Stock reserved for issuance under the Registrant’s 2020 Equity Incentive Plan (together with previous versions of such
plan, and as may be further amended from time to time, the “2020 Plan”), pursuant to an amendment and restatement of the
2020 Plan that was approved by the Registrant’s shareholders on June 18, 2024.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by
reference or otherwise) in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed or to be filed (other than portions of those documents furnished or otherwise not deemed filed) by the
Registrant with the Commission are hereby incorporated by reference in this Registration Statement:
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(a) |
The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 5, 2024
(File No. 001-39590) (the “Form 10-K”); |
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(b) |
The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024 and June 30, 2024, filed with the
Commission on May 3, 2024 (File No. 001-39590) and August 6, 2024 (File No. 001-39590), respectively, and the Registrant’s Current
Reports on Form 8-K filed with the Commission on January 2, 2024 (containing disclosure under Item 1.01, 2.03, 3.02 and 8.01), March 5, 2024 (containing disclosure under Item 5.02) and June 21, 2024; and |
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(c) |
The
description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with
the Commission on October 2, 2020 (File No. 001-39590) pursuant to Section 12(b) of the Securities Act, relating to the Registrant’s
Common Stock, as updated by “Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934” filed as Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December
31, 2023, and any amendment or report filed for the purpose of updating such description. |
All
reports and other documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act after the date hereof (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02
and/or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective
amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing
of such documents or reports.
Any
statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated
by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements
as set forth therein.
Under
no circumstances shall any information furnished under Item 2.02 and/or Item 7.01 of Current Report on Form 8-K and any corresponding
exhibits thereto be deemed incorporated herein by reference unless such Current Report on Form 8-K expressly provides to the contrary.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Under
Section 607.0831 of the Florida Business Corporation Act (the “FBCA”), a director is not personally liable for monetary damages
to the corporation or any other person for any statement, vote, decision to take or not to take action, or any failure to take any action
unless (1) the director breached or failed to perform his or her duties as a director and (2) the director’s breach of, or failure
to perform, those duties constitutes any of the following: (a) a violation of the criminal law, unless the director had reasonable cause
to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful; (b) a circumstance under
which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly; (c)
a circumstance under which the liability provisions of Section 607.0834 of the FBCA are applicable (relating to liability for unlawful
distributions); (d) in a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of
a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct; or (e) in a proceeding
by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in
bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property. A judgment
or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from
contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the
director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause
to believe that his or her conduct was unlawful.
Under
Section 607.0851 of the FBCA, except as otherwise provided in Section 607.0859 (as described below), and not in limitation of indemnification
allowed under Section 607.0858 of the FBCA (regarding variation by corporate action), a corporation may indemnify an individual who is
a party to any proceeding because the individual is or was a director or officer of the corporation against liability incurred in the
proceeding if (a) the director or officer acted in good faith; (b) the director or officer acted in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation; and (c) in the case of any criminal proceeding, the director or officer
had no reasonable cause to believe his or her conduct was unlawful. The termination of a proceeding by judgment, order, settlement, or
conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the director or officer
did not meet the relevant standard of conduct described in this section of the FBCA. Unless ordered by a court, a corporation may not
indemnify a director or an officer in connection with a proceeding by or in the right of the corporation except for expenses and amounts
paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion,
actually and reasonably incurred in connection with the defense or settlement of such proceeding, where such person acted in good faith
and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation.
For
purposes of the indemnification provisions of the FBCA, “director” or “officer” means an individual who is or
was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at
the corporation’s request as a director or officer, manager, partner, trustee, employee, or agent of another domestic or foreign
corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or another enterprise or entity and
the terms include, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives
of a director or officer.
Section
607.0852 of the FBCA provides that a corporation must indemnify an individual who is or was a director or officer who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which the individual was a party because he or she is or was a director
or officer of the corporation against expenses incurred by the individual in connection with the proceeding.
Section
607.0853 of the FBCA provides that a corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse
expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is or was
a director or an officer if the director or officer delivers to the corporation a signed written undertaking of the director or officer
to repay any funds advanced if (a) the director or officer is not entitled to mandatory indemnification under Section 607.0852; and (b)
it is ultimately determined under Section 607.0854 or Section 607.0855 (as described below) that the director or officer has not met
the relevant standard of conduct described in Section 607.0851 or the director or officer is not entitled to indemnification under Section
607.0859 (as described below).
Section
607.0854 of the FBCA provides that, unless the corporation’s articles of incorporation provide otherwise, notwithstanding the failure
of a corporation to provide indemnification, and despite any contrary determination of the board of directors or of the shareholders
in the specific case, a director or officer of the corporation who is a party to a proceeding because he or she is or was a director
or officer may apply for indemnification or an advance for expenses, or both, to a court having jurisdiction over the corporation which
is conducting the proceeding, or to a circuit court of competent jurisdiction. Our articles of incorporation do not provide any such
exclusion. After receipt of an application and after giving any notice it considers necessary, the court may order indemnification or
advancement of expenses upon certain determinations of the court.
Section
607.0855 of the FBCA provides that, unless ordered by a court under Section 607.0854, a corporation may not indemnify a director or officer
under Section 607.0851 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible
because the director or officer has met the relevant standard of conduct set forth in Section 607.0851.
Section
607.0857 of the FBCA provides that a corporation has the power to purchase and maintain insurance on behalf of and for the benefit of
an individual who is entitled to indemnification as set forth therein, and Section 607.0858 of the FBCA provides that the indemnification
provided pursuant to Section 607.0851 and Section 607.0852, and the advancement of expenses provided pursuant to Section 607.0853 are
not exclusive. A corporation may, by a provision in its articles of incorporation, bylaws or any agreement, or by vote of shareholders
or disinterested directors, or otherwise, obligate itself in advance of the act or omission giving rise to a proceeding to provide any
other or further indemnification or advancement of expenses to any of its directors or officers.
Section
607.0859 of the FBCA provides that, unless ordered by a court under provisions of Section 607.0854 of the FBCA, a corporation may not
indemnify a director or officer under Section 607.0851 or Section 607.0858 or advance expenses to a director or officer under Section
607.0853 or Section 607.0858 if a judgment or other final adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (a) willful or intentional misconduct or a conscious disregard for the
best interests of the corporation in a proceeding by or in the right of the corporation to procure a judgment in its favor or in a proceeding
by or in the right of a shareholder; (b) a transaction in which a director or officer derived an improper personal benefit; (c) a violation
of the criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or had no reasonable
cause to believe his or her conduct was unlawful; or (d) in the case of a director, a circumstance under which the liability provisions
of Section 607.0834 are applicable (relating to unlawful distributions).
Our
articles of incorporation provide that we shall indemnify any present or former officer or director, or person exercising powers and
duties of an officer or a director, to the fullest extent now or hereafter permitted by law.
Our
bylaws provide that the Registrant shall indemnify and hold harmless, to the fullest extent permitted by the FBCA and any other applicable
law, in each case, as it presently exists or may hereafter be amended, any director or officer of the Registrant who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the
legal representative, is or was a director or officer of the Registrant or, while serving as a director or officer of the Registrant,
is or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation or of a partnership
(a “covered person”), joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit
plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines ERISA excise taxes or
penalties and amounts paid in settlement) reasonably incurred by such person in connection with any such Proceeding. Notwithstanding
the preceding sentence, except as otherwise provided in our bylaws, the Registrant shall be required to indemnify a person in connection
with a Proceeding initiated by such person only if the Proceeding was authorized in the specific case by the Board.
Our
bylaws also provide that the Registrant shall have the power to indemnify and hold harmless, to the fullest extent permitted by the FBCA
and any other applicable law, in each case, as it presently exists or may hereafter be amended, any employee or agent of the Registrant
who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she,
or a person for whom he or she is the legal representative, is or was an employee or agent of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of another corporation or of a limited liability company, partnership,
joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability
and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.
The
bylaws further provide that the Registrant shall, to the fullest extent not prohibited by the FBCA or any other applicable law, in each
case, as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by any covered
person, and may pay the expenses incurred by any employee or agent of the Registrant, in defending any Proceeding in advance of its final
disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not
entitled to be indemnified under the bylaws or otherwise. The indemnification and advancement of expenses provided pursuant to the bylaws
are not exclusive of any other rights that a covered person may have or hereafter acquire under any statute, provision of our articles
of incorporation, the bylaws, agreement, vote of shareholders or disinterested directors or otherwise. Indemnification and advancement
of expenses as provided in the bylaws shall continue notwithstanding that the person has ceased to be a director or officer of the Registrant
and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such person.
The
Registrant’s obligation under the bylaws, if any, to indemnify or advance expenses to any person who was or is serving at its request
as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, enterprise
or non-profit entity shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other
corporation, limited liability company, partnership, joint venture, trust, enterprise or non-profit enterprise.
Under
the bylaws, the Registrant may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the Corporation’s request as a director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture, trust enterprise or non-profit entity, against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Registrant
would have the power to indemnify him or her against such liability under the provisions of the FBCA or any other applicable law. We
have purchased and intend to maintain insurance on behalf of any person who is or was a director or officer against any loss arising
from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
We
have entered into indemnification agreements with our directors, executive officers and others, in addition to indemnification provided
for in our bylaws, and we intend to enter into indemnification agreements with any new directors and executive officers in the future.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
Exhibit
Number |
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Description
of Exhibit |
4.1(a) |
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Articles of Incorporation dated February 20, 2009 (incorporated by reference to Exhibit 3.1(i) to the Registration Statement on Form S-1 filed on August 5, 2011). |
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4.1(b) |
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Articles of Amendment to Articles of Incorporation dated October 5, 2010 (incorporated by reference to Exhibit 3.1(ii) to the Registrant’s Registration Statement on Form S-1 filed on August 5, 2011). |
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4.1(c) |
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Articles of Amendment to Articles of Incorporation dated December 31, 2014 (incorporated by reference to Exhibit 3.1(ii) to the Registrant’s Annual Report on Form 10-K filed on March 31, 2015). |
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4.1(d) |
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Articles of Amendment to Articles of Incorporation dated January 11, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 29, 2016). |
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4.1(e) |
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Certificate of Designation of Series A Preferred Stock dated June 23, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2016). |
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4.1(f) |
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Certificate of Designation of Series B Preferred Stock dated June 23, 2016 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on June 28, 2016). |
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4.1(g) |
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Certificate of Designation of Series C Preferred Stock dated July 21, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 26, 2016). |
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4.1(h) |
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Second Amended Certificate of Designation of Series C Preferred Stock dated March 3, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 6, 2017). |
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4.1(i) |
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Articles of Amendment to Articles of Incorporation dated October 17, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 5, 2017). |
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4.1(j) |
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Certificate of Designation of Preferences and Rights of Series X Convertible Preferred Stock dated August 3, 2018 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 6, 2018). |
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4.1(k) |
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Articles of Amendment to Articles of Incorporation dated September 9, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on September 11, 2019). |
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4.1(l) |
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Articles of Amendment to Articles of Incorporation dated March 16, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 23, 2020). |
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4.1(m) |
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Certificate of Designation of Series AA Convertible Preferred Stock dated March 20, 2020 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on March 23, 2020). |
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4.1(n) |
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Articles of Amendment to Articles of Incorporation dated September 29, 2016 (incorporated by reference to Exhibit 3.1(n) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
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4.1(o) |
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Articles of Amendment to Articles of Incorporation dated January 9, 2017 (incorporated by reference to Exhibit 3.1(o) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
4.1(p) |
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Articles of Amendment to Articles of Incorporation dated May 11, 2017 (incorporated by reference to Exhibit 3.1(p) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
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4.1(q) |
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Articles of Amendment to Articles of Incorporation dated February 12, 2018 (incorporated by reference to Exhibit 3.1(q) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
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4.1(r) |
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Articles of Amendment to Articles of Incorporation dated January 29, 2019 (incorporated by reference to Exhibit 3.1(r) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
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4.1(s) |
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Articles of Amendment to Articles of Incorporation dated July 12, 2019 (incorporated by reference to Exhibit 3.1(s) to the Registrant’s Quarterly Report on Form 10-Q filed on July 6, 2020). |
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4.1(t) |
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Articles of Amendment to Articles of Incorporation dated August 10, 2020 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 13, 2020). |
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4.1(u) |
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Articles of Amendment to Articles of Incorporation dated September 29, 2020 (incorporated by reference to Exhibit 3.1(u) to the Registrant’s Registration Statement on Form S-1 filed on October 30, 2020). |
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4.1(v) |
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Articles of Amendment to Articles of Incorporation dated June 9, 2022 (incorporated by reference to Exhibit 3.1(v) to the Registrant’s Registration Statement on Form S-3 filed on August 5, 2022). |
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4.1(w) |
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Articles of Amendment to Articles of Incorporation dated June 15, 2023 (incorporated by reference to Exhibit 3.1(w) to the Registrant’s Quarterly Report on Form 10-Q filed on August 7, 2023). |
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4.1(x) |
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Articles of Amendment to Articles of Incorporation dated June 20, 2024 (incorporated by reference to Exhibit 3.1(x) to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2024). |
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4.2 |
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Amended and Restated Bylaws of the Registrant dated as of March 1, 2022 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 2, 2022). |
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5.1* |
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Opinion of Holland & Knight LLP. |
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23.1* |
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Consent of KPMG LLP. |
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23.2* |
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Consent of Holland & Knight LLP (included in Exhibit 5.1). |
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24.1* |
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Power of Attorney (included on signature page). |
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99.1 |
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fuboTV Inc. 2024 Employment Inducement Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on August 6, 2024). |
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99.2 |
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fuboTV Inc. 2020 Equity Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 21, 2024). |
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107.1* |
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Filing Fee Table |
*
Filed herewith.
Item
9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation
of Filing Fee Tables” in the effective Registration Statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the Registration Statement is on Form S-8, and
the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement;
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof; and
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing
of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to
the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York, on August 6, 2024.
|
FUBOTV
INC. |
|
|
|
|
By: |
/s/
David Gandler |
|
|
David
Gandler |
|
|
Chief
Executive Officer |
|
|
(Principal
Executive Officer) |
SIGNATURES
AND POWER OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints David Gandler and John Janedis, or each of them singly, with full
power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and
re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement
and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and
schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable
to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
David Gandler |
|
Chief
Executive Officer, President and Director |
|
August
6, 2024 |
David
Gandler |
|
(principal
executive officer) |
|
|
|
|
|
|
|
/s/
John Janedis |
|
Chief
Financial Officer |
|
August
6, 2024 |
John
Janedis |
|
(principal financial officer
and principal accounting officer) |
|
|
|
|
|
|
|
/s/
Edgar Bronfman Jr. |
|
Executive
Chairman and Director |
|
August
6, 2024 |
Edgar
Bronfman Jr. |
|
|
|
|
|
|
|
|
|
/s/
Ignacio Figueras |
|
Director |
|
August
6, 2024 |
Ignacio
Figueras |
|
|
|
|
|
|
|
|
|
/s/ Neil Glat |
|
Director |
|
August
6, 2024 |
Neil Glat |
|
|
|
|
|
|
|
|
|
/s/
Julie Haddon |
|
Director |
|
August
6, 2024 |
Julie
Haddon |
|
|
|
|
|
|
|
|
|
/s/
Daniel Leff |
|
Director |
|
August
6, 2024 |
Daniel
Leff |
|
|
|
|
|
|
|
|
|
/s/
Laura Onopchenko |
|
Director |
|
August
6, 2024 |
Laura
Onopchenko |
|
|
|
|
Exhibit
5.1
![HKLogo_WORD_2009](https://www.sec.gov/Archives/edgar/data/1484769/000149315224030380/ex5-1_001.jpg)
200
South Orange Avenue, Suite 2600 | Orlando, FL 32801 | T
407.425.8500 | F 407.244.5288
Holland
& Knight LLP | www.hklaw.com |
|
August
6, 2024
fuboTV
Inc.
1290
Avenue of the Americas
New
York, New York 10104
|
Re:
|
fuboTV
Inc. – Registration Statement on Form S-8 |
Ladies
and Gentlemen:
We
refer to the Registration Statement (the “Registration Statement”) on Form S-8 filed today by fuboTV Inc., a Florida corporation
(the “Company”), with the Securities and Exchange Commission, for the purpose of registering under the Securities Act of
1933, as amended (the “Act”), (i) 3,000,000 shares of authorized common stock, par value $0.0001 per share, of the Company
reserved for issuance under the fuboTV Inc. 2024 Employment Inducement Equity Incentive Plan (the “Inducement Plan”), to
be granted to certain eligible individuals as an inducement material to their entering into employment with the Company or its subsidiaries,
and (ii) an additional 20,000,000 shares of authorized common stock, par value $0.0001 per share, of the Company being offered to certain
employees, directors and consultants of the Company pursuant to the amendment and restatement of the fuboTV Inc. 2020 Equity Incentive
Plan (together with previous versions of such plan, and as may be further amended from time to time, the “Incentive Plan”
and, together with the Inducement Plan, the “Plans”) ((i) and (ii) collectively referred to as the “Shares”).
In
rendering the opinion set forth below, we have acted as counsel for the Company and have examined originals, or copies certified to our
satisfaction, of: (i) the Registration Statement; (ii) the Articles of Incorporation of the Company, as amended to date and currently
in effect; (iii) the Amended and Restated Bylaws of the Company, as currently in effect; (iv) the Plans; and (v) certain resolutions
of the Board of Directors of the Company in connection with the Registration Statement and the Plans. We also examined originals, or
copies certified to our satisfaction, of such corporate records of the Company, certificates of public officials and representatives
of the Company, and other documents as we deemed necessary to deliver the opinion expressed below.
fuboTV
Inc.
August
6, 2024
Page
2
We
have assumed, without inquiry or other investigation, (i) the legal capacity of each natural person executing the agreements described
herein; (ii) the authenticity and completeness of all documents submitted to us as originals; (iii) and the genuineness of all signatures;
(iv) the conformity to the authentic originals of all documents submitted to us as copies; (v) the truth, accuracy and completeness of
the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (vi)
that each certificate or copy of a public record furnished by public officials is authentic, accurate and complete; (vii) that there
have been no undisclosed modifications of any provision of any document reviewed by us in connection with the rendering of this opinion
letter and no undisclosed prior waiver of any right or remedy contained in any of the documents; and (viii) that each transaction complies
with all tests of good faith, fairness and conscionability required by law. In making our examination of executed documents or documents
to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate, trust or other,
to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate,
trust or other, and execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations
of such parties.
Based
upon the foregoing, and having regard for legal considerations that we deem relevant, it is our opinion that subsequent to the Registration
Statement becoming effective under the Act, the Shares, when issued and paid for in accordance with the terms of the respective Plans,
will be duly authorized, validly issued and fully paid and non-assessable.
We
express no opinion herein as to matters involving the laws of any jurisdiction other than the State of Florida and the federal laws of
the United States of America. This opinion speaks only as of its date. We undertake no obligation to advise the addressees (or any other
third party) of changes in law or fact that occur after the date of this opinion, even though the change may affect the legal analysis,
a legal conclusion or an informational confirmation in this opinion.
Notwithstanding
anything to the contrary herein, the recipient hereof, by acceptance of this opinion letter, acknowledges and agrees that (i) any claim
in connection with this opinion letter and the opinions expressed herein shall be asserted against Holland & Knight LLP, as the signer
of this opinion letter and shall not be asserted against any of its partners, attorneys, or other employees, and (ii) with respect to
any of the affairs of the Company, including, without limitation, the transactions in connection with the issuance and sale of the Shares
by the Company pursuant to the Plans, the recipient has not looked to or relied upon any representation, warranty, statement or information
provided by Holland & Knight LLP, whether orally or in writing, except as expressly set forth in this opinion letter with and subject
to the assumptions and qualifications set forth herein.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very
truly yours,
HOLLAND
& KNIGHT LLP
Exhibit
23.1
Consent
of Independent Registered Public Accounting Firm
We
consent to the use of our reports dated March 4, 2024, with respect to the consolidated financial statements of fuboTV Inc., and the
effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/
KPMG LLP
New
York, New York
August 6, 2024
Exhibit
107.1
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
fuboTV
Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1—Newly Registered Securities
| |
Security
Type | |
Security
Class Title | |
Fee
Calculation Rule | |
Amount to
be Registered
(1) | | |
Proposed Maximum Offering
Price Per
Unit | | |
Maximum Aggregate Offering
Price | | |
Fee
Rate | | |
Amount
of Registration
Fee | |
2024
Employment Inducement Equity Incentive Plan | |
Equity | |
Common
stock, $0.0001 par value per share | |
Rule
457(c) and Rule 457(h) | |
| 3,000,000 | (2) | |
$ | 1.32 | (4) | |
$ | 3,960,000 | | |
| $147.60
per $1,000,000 | | |
$ | 584.50 | |
2020
Equity Incentive Plan | |
Equity | |
Common stock, $0.0001
par value per share | |
Rule
457(c) and Rule 457(h) | |
| 20,000,000
| (3) | |
$ | 1.32 | (4) | |
$ | 26,400,000 | | |
| $147.60
per $1,000,000 | | |
$ | 3,896.64 | |
| |
Total
Offering Amounts | | |
| | | |
$ | 30,360,000 | | |
| | | |
$ | 4,481.14 | |
| |
Total
Fee Offsets (5) | | |
| | | |
| | | |
| | | |
$ | — | |
| |
Net
Fee Due | | |
| | | |
| | | |
| | | |
$ | 4,481.14 | |
|
(1) |
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”), of fuboTV Inc.
(the “Company”) that become issuable under the Company’s 2024 Employment Inducement Equity Incentive Plan (the
“Inducement Plan”) or 2020 Equity Incentive Plan, as amended and restated (together with previous versions of such plan,
and as may be further amended from time to time, the “2020 Plan”), by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common
Stock. |
|
|
|
|
(2) |
Represents
shares of Common Stock available for issuance under the Inducement Plan. |
|
|
|
|
(3) |
Represents
shares of Common Stock available for issuance under the 2020 Plan. |
|
|
|
|
(4) |
For
purposes of computing the registration fee only. Pursuant to Rule 457(c) of the Securities Act, the proposed maximum offering price
per share is based upon the average of the high and low prices of the shares of Common Stock, as reported on The New York Stock Exchange
on August 2, 2024, which date is within five business days prior to the filing of this Registration Statement. |
|
|
|
|
(5) |
The
Registrant does not have any fee offsets. |
fuboTV (NYSE:FUBO)
過去 株価チャート
から 8 2024 まで 9 2024
fuboTV (NYSE:FUBO)
過去 株価チャート
から 9 2023 まで 9 2024