UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2020
FACEBANK GROUP, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-55353 | 26-4330545 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| 1330Avenue of the Americas, New York, NY | 10019 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (212) 672-0055 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b)
On July 31, 2020, John Textor resigned as a member of the Board of Directors of FaceBank Group, Inc. (the “Company”), effective as of the close of business on July 31, 2020. Mr. Textor will continue as Head of Studio, which the Company has determined is not an executive officer position. The resignation of Mr. Textor is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices. A copy of Mr. Textor’s resignation letter is attached hereto as Exhibit 17.1.
On July 31, 2020, Alexander Bafer resigned as a member of the Company’s Board of Directors and as an executive officer of the Company, effective as of the close of business on July 31, 2020. The resignation of Mr. Bafer is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices. A copy of Mr. Bafer’s resignation letter is attached hereto as Exhibit 17.2.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 17.1 | Resignation Letter of John Textor, dated July 31, 2020. | |
| 17.2 | Resignation Letter of Alexander Bafer, dated July 31, 2020. |
SIGNATURES
Pursuant to the requirements 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.
| FACEBANK GROUP, INC. | ||
| Date: August 5, 2020 | By | /s/ David Gandler |
| Name: | David Gandler | |
| Title: | Chief Executive Officer | |
Exhibit 17.1
To the Directors of Facebank Group, Inc.:
I hereby submit my resignation as a director of Facebank Group, Inc., effective as of the close of business today July 31, 2020.
It has been my great privilege to be asked to lead this company from its early development stage, of just a few employees, through the completion and integration of our recent merger with fuboTV, and the incredible team we have today.
As a loyal and supportive shareholder of the company, I will remain committed to the impressive David Gandler as our CEO. I look forward to seeing how this company grows under his leadership and also under your mentorship and your guidance.
I would like to thank you - Edgar, Pär-Jörgen, Henry and Daniel – for coming together in support of David and our shareholders. Your collective wisdom and life experiences are remarkably well-suited to the challenges and opportunities of fuboTV, and I am sure this leaves all of our shareholders and employees feeling very optimistic about the future.
Sincerely,
John Textor
Exhibit 17.2
FROM THE DESK OF
Alexander Bafer
July 31, 2020
To the Directors of Facebank Group, Inc.:
It is with both pride and optimism that I submit my resignation as a director of Facebank Group Inc., and from all other positions within the parent or any of it’s subsidiaries, effective as of the close of business today July 31, 2020. I have truly enjoyed my years in leadership at Facebank, especially these most recent months as we have worked together to position our company for the many opportunities made possible by our merger with fuboTV.
I am, of course, happy to see that our very capable management team will have the support of such an impressive group of individuals, such as yourselves, that comprise our evolving board of directors.
Thank you all for your service.
Sincerely,
| /s/ Alexander Bafer | |
| Alexander Bafer |
5550 GLADES ROAD SUITE 500 BOCA RATON, FL 33441