UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (Date of earliest event reported):
FUBOTV INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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 | ||
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On August 2, 2022 (the “Effective Date”), Fubo Entertainment Inc., a subsidiary of fuboTV Inc. (the “Company”), entered into a binding framework agreement (the “Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and Maximum Effort Productions, Inc. (“MEP” and, together with MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a forthcoming Maximum Effort linear channel and original programming for launch on FuboTV. Maximum Effort is a premiere entertainment production company led by Ryan Reynolds and George Dewey. Under the terms of the Framework Agreement, FuboTV has the right to obtain third party financing to fund all original content, with both Fubo and Maximum Effort jointly owning all original content produced.
In addition, pursuant to the Framework Agreement, as part of the overall consideration for Maximum Effort’s participation in the collaboration, the Company has agreed to issue to MEP FTV (i) 2,000,000 shares of common stock, par value $0.0001 (“Common Stock”), i.e., $10,000,000 in shares of Common Stock with number of shares determined based on an agreed upon $5 per share price, of the Company, within 10 business days after the Effective Date; (ii) a number of shares of Common Stock determined by dividing $10,000,000.00 by the 30-day volume weighted average closing price of Common Stock for the 30 trading days preceding the first anniversary of the Effective Date, within 10 business days after the first anniversary of the Effective Date; and (iii) a number of shares of Common Stock determined by dividing $10,000,000.00 by the 30-day volume weighted average closing price of Common Stock for the 30 trading days preceding the second anniversary of the Effective Date, within 10 business days after the second anniversary of the Effective Date (collectively, the “Shares”). The 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 Framework Agreement is terminated under certain conditions.
As additional consideration for Maximum Effort’s participation in the partnership and pursuant to the Framework Agreement, the Company has agreed to issue MEP FTV within 10 business days after the Effective Date a warrant (the “Warrant”) to acquire up to 166,667 shares of Common Stock at an exercise price of $15.00 per share (the “Warrant Shares”). The Warrant will be exercisable by MEP FTV on or prior to August 2, 2032, provided that the price per share of 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 date of grant.
The securities described in this Item 3.02 will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or under any state securities law, and have been or will be issued in reliance on an exemption from registration pursuant to Rule 506 of Regulation D. Maximum Effort has acknowledged its intention to acquire the Shares, the Warrant and the Warrant Shares for investment only and not with a view to any resale, distribution or other disposition of such securities and is an accredited investor as defined in Rule 501(a) of Regulation D.
Item 7.01 Regulation FD Disclosure.
On August 8, 2022, the Company issued a press release (the “Press Release”) regarding the matters discussed in Item 3.02 herein. A copy of the Press Release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1* | Press Release of the Company, dated August 8, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Exhibit 99.1 shall be deemed to be furnished, and not filed.
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 hereunto duly authorized.
FUBOTV INC. | ||
Date: August 8, 2022 | By: | /s/ David Gandler |
David Gandler | ||
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
RYAN REYNOLDS’ MAXIMUM EFFORT PRODUCTIONS, FUBOTV
ENTER INTO MULTI-YEAR, MULTI-PRONGED PARTNERSHIP, INCLUDING FIRST-LOOK UNSCRIPTED DEAL
NEW YORK – AUGUST 8, 2022 – Maximum Effort Productions, a production company co-founded by Ryan Reynolds and George Dewey in 2018, and FuboTV Inc. (NYSE: FUBO), the leading sports-first live TV streaming platform, announced today a first-look deal for unscripted content. The multi-year partnership reflects the common creative vision of the two companies.
As part of the deal for an exclusive first-look for unscripted TV series, Maximum Effort will launch Maximum Effort Network, a linear channel on FuboTV, and will also have a blind scripted deal with Fubo TV. The new Maximum Effort Network will join Fubo’s already robust sports, news and entertainment lineup. Maximum Effort Productions has been granted creative control over the channel’s content. Since launching, Reynolds’ banner has an impressive creative track record which includes the Deadpool movies, Free Guy, The Adam Project and the upcoming unscripted show Welcome to Wrexham. All advertising sales for the Maximum Effort channel will be managed by FuboTV.
“Maximum Effort’s mission is to bring people together in fun and unexpected ways and we think today’s announcement with Fubo will help do just that,” said Ryan Reynolds, co-founder of Maximum Effort Productions. “FuboTV has taken a fresh approach to developing and delivering content in the digital age and the entire team is passionate about thinking differently and taking chances. I genuinely can’t believe Maximum Effort gets to program our own network. I am beyond excited and grateful to Fubo.”
“I am thrilled to announce FuboTV’s partnership with Ryan Reynolds, George Dewey, James Toney (chief strategy officer) and Maximum Effort,” said David Gandler, co-founder and CEO, FuboTV. “Ryan is not only an A-list Hollywood star but also a serial entrepreneur with a stellar track record across sports (as owner of the Wrexham soccer club), advertising, content and marketing. We plan to leverage Ryan and George’s expertise, creativity and advertiser relationships to underwrite network programming through innovative marketing partnerships that leverage Fubo’s data capabilities and interactive technology stack. Ryan and Maximum Effort have demonstrated their confidence in FuboTV and what we plan to create together through an equity agreement encompassing stock at higher than today’s trading price. We can’t wait to get started.”
“It’s so exciting to partner with Ryan, George and James to launch a new entertainment network,” said Pamela Duckworth, head of original programming, FuboTV. “We all feel the opportunity to co-create scripted and unscripted content without the usual layers of approvals necessary at other networks will open the creative floodgates.”
Maximum Effort Productions will maintain its three-year first-look development deal with Paramount Pictures announced in May of 2021 for feature projects. Under the terms of the agreement, Maximum Effort will receive equity from FuboTV as consideration for the deal as described in FuboTV’s 8-K filing today.
About FuboTV
With a mission to build the world’s leading global live TV streaming platform with the greatest breadth of premium content and interactivity, FuboTV Inc. (NYSE: FUBO) aims to transcend the industry’s current TV model. FuboTV Inc. operates in the U.S., Canada, France and Spain.
Leveraging its proprietary data and technology platform optimized for live TV and sports viewership, FuboTV Inc. aims to turn passive viewers into active participants and define a new category of interactive sports and entertainment television. The company’s sports-first cable TV replacement product, FuboTV, offers U.S. subscribers more than 100 live sports, news and entertainment networks and is the only live TV streaming platform with every Nielsen-rated sports channel (source: Nielsen Total Viewers, 2021). Subscribers can interact with FuboTV’s live streaming experience through Fubo Sportsbook (in markets where available), free games and pick’ems, which are integrated into select sports content.
About Maximum Effort
Maximum Effort makes movies, tv series, content, ads, and cocktails for the personal amusement of Hollywood Star Ryan Reynolds. We occasionally release them to the general public.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements of FuboTV Inc. (“FuboTV”) that involve substantial risks and uncertainties. All statements contained in this press release that do not relate to matters of historical fact are forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, including statements regarding our partnerships, market opportunity, business strategy and plans, the expected continued rollout of Fubo Sportsbook and the continued shift in consumer behavior. The words “could,” “will,” “plan,” “intend,” “anticipate,” “approximate,” “expect,” “potential,” “believe” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that FuboTV makes due to a number of important factors, including but not limited to risks related to our pursuit and engagement in acquisitions; our actual operating results may differ significantly from our guidance; risks related to FuboTV’s access to capital and fundraising prospects to fund its ongoing operations and support its planned growth; risks relating to diverting management’s attention from FuboTV’s ongoing business operations to address integration and fundraising efforts; the restrictions imposed by content providers on our distribution and marketing of our products and services; our reliance on third party platforms to operate certain aspects of our business; risks related to our technology, as well as cybersecurity and data privacy-related risks; our ability to achieve or maintain profitability; our revenue and gross profit are subject to seasonality; our operating results may fluctuate; our ability to attract and retain subscribers; we may not be able to license streaming content or other rights on acceptable terms; risks related to our ability to capitalize develop and market a sports wagering offering and the regulatory regime and related risks associated with such offering; risks related to the difficulty in measuring key metrics related to our business; risks related to the highly competitive nature of our industry; risks related to ongoing or future legal proceedings; and other risks, including the effects of industry, market, economic, political or regulatory conditions, future exchange and interest rates, and changes in tax and other laws, regulations, rates and policies, including the impact of COVID-19 on the broader market. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are discussed in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 filed with the Securities and Exchange Commission (“SEC”) on May 10, 2022 and our other periodic filings with the SEC. We encourage you to read such risks in detail. The forward-looking statements in this press release represent FuboTV’s views as of the date of this press release. FuboTV anticipates that subsequent events and developments will cause its views to change. However, while it may elect to update these forward-looking statements at some point in the future, it specifically disclaims any obligation to do so. You should, therefore, not rely on these forward-looking statements as representing FuboTV’s views as of any date subsequent to the date of this press release.
# # #
Investor Contacts
Alison Sternberg, FuboTV
asternberg@fubo.tv
JCIR for FuboTV
ir@fubo.tv
Media Contacts
Jennifer L. Press, FuboTV
jpress@fubo.tv
Bianca Illion, FuboTV
billion@fubo.tv
Molly Alves, Maximum Effort Productions
mollya@maximumeffort.com
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end
Cover |
Aug. 02, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 02, 2022 |
Entity File Number | 001-39590 |
Entity Registrant Name | fuboTV Inc. /FL |
Entity Central Index Key | 0001484769 |
Entity Tax Identification Number | 26-4330545 |
Entity Incorporation, State or Country Code | FL |
Entity Address, Address Line One | 1290 Avenue of the Americas |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10104 |
City Area Code | (212) |
Local Phone Number | 672-0055 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value $0.0001 per share |
Trading Symbol | FUBO |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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end
K(%937G<^Y)4
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M"8M7C>5B!VT/1 3&-BP
ME!@F4!81\H2%;TKJ%)@]:&@!,7B\&GP#-RF G-0$/DNHY&_'-,(RI=B<=AN+G_EA%U'@LTO0__=3PY[0!9O!M[5
MP\[4U/(/4$L#!!0 ( "-*"%7*"P04_@H ("& 5 9G5B;RTR,#(R
M,#@P,E]L86(N>&ULS9U=;^.X%8;O"_0_L.Y-%QC'$P=;(-G)+C*>9&%L-DEC
MSVS;1;&@)<81(I,!)2?VOR\IB;)$\DA*BI*1GT3'<1:I;*7DAN*@%D=7#,@#A"@=K+IN@:8AB'[:C-PVY! V#7V*
M9G%#OU1IEFJ1 J*E]PQ6>O+KIY$'+B0P]S=4-@9?B; 8N"2J3Y>F.TN=2$V_
M7PJ#=!QA(/M?E!QA[]B2%06B_UAK5^LO%YG/B+T8DGR_/D@-52[C$M&-H=SW
M+&8/>I?YJ=0>BMZ9!<_4)M,MF6>N-1/!(M-CDEB
!4AJE