Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~May 7, 2021,~~April 30, 2022, there were ~~140,465,829~~185,081,994 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

As used in this Quarterly Report on Form 10-Q (“Quarterly Report”), unless expressly indicated or the context otherwise requires, references to “fuboTV Inc.,” “fuboTV,” “we,” “us,” “our,” “the Company,” and similar references refer to fuboTV Inc., a Florida corporation and its consolidated subsidiaries, including fuboTV Media Inc., a Delaware corporation (“fuboTV Sub”). “fuboTV Pre-Merger” refers to fuboTV Inc., a Delaware corporation, prior to the Merger (as defined herein) and “FaceBank Pre-Merger” refers to FaceBank Group, Inc. and its subsidiaries prior to the Merger.subsidiaries.

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions, generally relate to future events or our future financial or operating performance. In some cases, you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “could,” “plan,” “potential,” “predict,” “seek,” “should,” “would,” “target,” “project,” “contemplate,” or the negative version of these words and other comparable terminology that concern our expectations, strategy, plans, intentions, or projections. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements ~~about:~~regarding our future results of operations and financial position, industry and business trends, stock-based compensation, revenue recognition, business strategy, plans and market growth, and our objectives for future operations, including related to investment in our technologies and data capabilities, subscriber acquisition strategies, expansion of our gaming business and other adjacent markets, and expansion internationally.

We have based the forward-looking statements contained in this Quarterly Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, ~~Section~~Item 1A, ~~titled~~ “Risk ~~Factors.”~~Factors” of this Quarterly Report. These risks are not exhaustive. Other sections of this Quarterly Report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements and you should not place undue reliance on our forward-looking statements.

In addition, forward-looking statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

The forward-looking statements made in this Quarterly Report relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report ~~on Form 10-Q~~ to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events, except as required by law. You should read this Quarterly Report in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, ~~2020~~2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the ~~SEC~~Securities and Exchange Commission (“SEC”) on March ~~25, 2021, as amended on Form 10-K/A filed with the SEC on March 29, 2021~~1, 2022 (the “Annual Report”).

Our business is subject to numerous risks and uncertainties, including those described in Part II, Item 1A. “Risk Factors” in this Quarterly Report. Material risks that may affect our business, operating results and financial condition include, but are not limited to, the following:


							March 31,			December 31,
	March 31,			December 31,			2022			2021
	2021			2020			(Unaudited)
ASSETS		(Unaudited)
Current assets
Cash and cash equivalents	$	459,532		$	134,942		$	450,922		$	374,294
Cash reserved for users								731			579
Accounts receivable, net		17,968			17,495			33,598			34,308
Prepaid and other current assets		6,149			4,277			35,344			19,324
Total current assets		483,649			156,714			520,595			428,505

Property and equipment, net		2,546			1,771			7,253			6,817
Restricted cash		5,403			1,279			5,112			5,112
Intangible assets, net		207,376			216,449			207,757			218,186
Goodwill		489,089			478,406			627,632			630,269
Right-of-use assets		4,388			4,639			41,010			37,755
Other non-current assets		391			91			46,401			43,134
Total assets	$	1,192,842		$	859,349		$	1,455,760		$	1,369,778

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	22,677		$	31,160		$	50,473		$	56,460
Accrued expenses		130,698			126,393
Accrued expenses and other current liabilities								219,032			219,579
Notes payable		4,718			4,593			5,251			5,113
Deferred revenue		20,199			17,428			42,991			44,296
Warrant liabilities		8,030			22,686			-			3,548
Short-term borrowings		17,736			24,255
Current portion of lease liability		695			799
Long-term borrowings - current portion								3,607			3,668
Current portion of lease liabilities								6,201			4,633
Total current liabilities		204,753			227,314			327,555			337,297

Convertible notes, net of discount		304,344			-			392,217			316,354
Deferred income taxes		4,635			5,100			2,028			2,431
Lease liability		3,720			3,859
Lease liabilities								37,151			34,129
Other long-term liabilities		83			128			8,562			8,686
Total liabilities		517,535			236,401			767,513			698,897

COMMITMENTS AND CONTINGENCIES (Note 13)
COMMITMENTS AND CONTINGENCIES (Note 14)								-

Redeemable non-controlling interest								1,725			-

Stockholders’ equity:
Series AA Convertible Preferred stock, par value $0.0001, 35,800,000 shares authorized, no shares outstanding and 23,219,613 shares issued and outstanding as of March 31, 2021 and December 31, 2020		-			406,665
Common stock par value $0.0001: 400,000,000 shares authorized; 140,549,783 and 92,490,768 shares issued at March 31, 2021 and December 31, 2020, respectively; 140,372,851 and 91,690,768 shares outstanding at March 31, 2021 and December 31, 2020, respectively		14			9
Common stock par value $0.0001: 400,000,000 shares authorized; 182,677,189 and 153,950,895 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively								18			16
Additional paid-in capital		1,383,029			853,824			1,837,195			1,691,206
Treasury stock, at cost, 176,932 and 800,000 shares at March 31, 2021 and December 31, 2020		-			-
Accumulated deficit		(696,566	)		(626,456	)		(1,137,335	)		(1,009,293	)
Non-controlling interest		(11,170	)		(11,094	)		(11,313	)		(11,220	)
Accumulated other comprehensive income (loss)								(2,043	)		172
Total stockholders’ equity		675,307			622,948			686,522			670,881
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,192,842		$	859,349
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY							$	1,455,760		$	1,369,778

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


	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2021			2020			2022			2021
Revenues
Subscriptions		107,114		$	-
Advertisements		12,606			-
Other		-			7,295
Subscription							$	219,168		$	107,114
Advertising								23,152			12,606
Wagering								(301	)		-
Total revenues		119,720			7,295			242,019			119,720
Operating expenses
Subscriber related expenses		113,307			-			245,661			113,307
Broadcasting and transmission		10,551			-			20,297			10,551
Sales and marketing		22,143			-			46,186			22,143
Technology and development		11,438			-			21,425			11,438
General and administrative		18,154			20,203			32,229			18,154
Depreciation and amortization		9,209			5,220			11,462			9,209
Total operating expenses		184,802			25,423			377,260			184,802
Operating loss		(65,082	)		(18,128	)		(135,241	)		(65,082	)

Other income (expense)
Interest expense and financing costs		(2,454	)		(2,581	)		(3,770	)		(2,454	)
Amortization of debt discount		(2,512	)		-			(600	)		(2,512	)
Loss on issuance of notes, bonds, and warrants		-			(24,053	)
Loss on deconsolidation of Nexway		-			(11,919	)
Change in fair value of warrant liabilities		(585	)		(366	)		(1,701	)		(585	)
Change in fair value of subsidiary warrant liabilities		-			(15	)
Change in fair value of shares settled liability		-			(180	)
Change in fair value of derivative liability		-			297
Other expense		(18	)		(436	)
Other income (expense)								92			(18	)
Total other expense		(5,569	)		(39,253	)		(5,979	)		(5,569	)
Loss before income taxes		(70,651	)		(57,381	)		(141,220	)		(70,651	)
Income tax benefit		465			1,038			403			465
Net loss		(70,186	)		(56,343	)		(140,817	)		(70,186	)
Less: net loss attributable to non-controlling interest		76			873
Net loss attributable to controlling interest		(70,110	)	$	(55,470	)
Less: Deemed dividend - beneficial conversion feature on preferred stock		-			(171	)
Less: Net loss attributable to non-controlling interest								93			76
Net loss attributable to common stockholders		(70,110	)	$	(55,641	)	$	(140,724	)	$	(70,110	)

Other comprehensive income (loss)
Foreign currency translation adjustment								(2,215	)		-
Comprehensive loss							$	(142,939	)	$	(70,110	)

Net loss per share attributable to common stockholders
Basic and diluted		(0.59	)	$	(1.83	)	$	(0.89	)	$	(0.59	)
Weighted average shares outstanding:
Basic and diluted		118,584,166			30,338,073			157,503,479			118,584,166

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

Condensed Consolidated Statements of Changes in ~~Convertible Preferred Stock~~Stockholders’ Equity

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


	For the Three Months Ended March 31,						For the Three Months Ended March 31,
	2021			2020			2022			2021
Cash flows from operating activities
Net loss		(70,186	)		(56,343	)	$	(140,817	)	$	(70,186	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		9,209			5,220			11,462			9,209
Amortization of gaming licenses and market access fees								866			-
Stock-based compensation		9,374			9,061			19,449			9,374
Loss on deconsolidation of Nexway, net of cash retained by Nexway		-			8,564
Loss on issuance of notes, bonds, and warrants		-			24,053
Common stock issued in connection with note payable		-			67
Amortization of debt discount		2,512			1,664			600			2,512
Deferred income tax benefit		(465	)		(1,038	)		(403	)		(465	)
Change in fair value of derivative liability		-			(297	)
Change in fair value of warrant liabilities		585			366			1,701			585
Change in fair value of subsidiary warrant liabilities		-			15
Change in fair value of shares settled liability		-			180
Amortization of right-of-use assets		251			13			901			251
Accrued interest on notes payable		125			112			-			125
Other adjustments		(5	)		(55	)		(180	)		(5	)
Changes in operating assets and liabilities of business, net of acquisitions:
Accounts receivable		(473	)		(927	)
Notes receivable		-			(179	)
Cash reserved for users								(152	)		-
Accounts receivable, net								687			(473	)
Prepaid expenses and other assets		(2,419	)		1,102			(16,177	)		(2,419	)
Accounts payable		(8,528	)		1,295			(5,746	)		(8,528	)
Accrued expenses		3,625			(277	)
Due from related parties		-			(60	)
Accrued expenses and other liabilities								1,987			3,625
Deferred revenue		2,771			-			(1,297	)		2,771
Lease liability		(243	)		(14	)
Lease liabilities								434			(243	)
Net cash used in operating activities		(53,867	)		(7,478	)		(126,685	)		(53,867	)

Cash flows from investing activities
Advance to fuboTV		-			(2,421	)
Cash portion paid for acquisition		(1,740	)		-			-			(1,740	)
Purchases of property and equipment		(639	)		-			(857	)		(639	)
Capitalization of internal use software								(1,026	)		-
Purchase of intangible assets - gaming								(700	)		-
Payments for market access and license fee deposits								(3,312	)		-
Net cash used in investing activities		(2,379	)		(2,421	)		(5,895	)		(2,379	)

Cash flows from financing activities
Proceeds from sale of common stock and warrants, net of fees		-			2,297
Proceeds from the issuance of common stock / At-the-market offering, net of offering costs								203,765			-
Proceeds from convertible note, net of issuance costs		389,946			900			-			389,946
Proceeds from exercise of stock options		776			-			443			776
Proceeds from the exercise of common stock warrants		812			-			5,000			812
Repayments of convertible notes		-			(550	)
Repayments of notes payable and short-term borrowings		(6,574	)		-
Proceeds from the issuance of Series D Preferred Stock		-			203
Redemption of Series D Preferred Stock		-			(272	)
Proceeds from related parties		-			78
Repayments to related parties		-			(300	)
Repayments of notes payable and long-term borrowings								-			(6,574	)
Net cash provided by financing activities		384,960			2,356			209,208			384,960

Net increase (decrease) in cash, cash equivalents and restricted cash		328,714			(7,543	)
Net increase in cash, cash equivalents and restricted cash								76,628			328,714
Cash, cash equivalents and restricted cash at beginning of period		136,221			7,624			379,406			136,221
Cash, cash equivalents and restricted cash at end of period		464,935			81		$	456,034		$	464,935

Supplemental disclosure of cash flows information:
Interest paid							$	6,647		$	327
Non-cash financing and investing activities:
Conversion of Series AA preferred stock to common stock							$	-		$	406,665
Issuance of treasury stock in connection with acquisitions							$	-		$	8,538
Reclassification of the equity components of the 2026 Convertible Notes to liability upon adoption of ASU 2020-06							$	75,264		$	-
Cashless exercise of warrants							$	5,249		$	14,991
Accrued expenses - At-the-market offering							$	19		$	-

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

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

fuboTV Inc. (“fuboTV” 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, “fuboTV,” “we,” “us,” “our,” and the “Company” refers to fuboTV and its subsidiaries on a consolidated basis.

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

The Company is focused on developing its technology-driven IP in sports, movies, and live performances. The Company is principally focused on offering consumers a leading live TV streaming platform for sports, news, and entertainment through fuboTV. The Company’s revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States.

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

During the year ended December 31, 2021, the Company launched a business-to-consumer online sports wagering business (“Online Sportsbook”) in the states of Iowa and Arizona. The Company is planning to launch in additional states during 2022 and 2023. During the three months ended March 31, 2022, the Company paid $3.3 million for gaming licenses pursuant to market access agreements with third parties in various states (See Note 7).

The accompanying unaudited condensed 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 of ~~$459.5~~ $450.9 million, working capital of ~~$278.9~~ $193.0 million and an accumulated deficit of ~~$696.6~~ $1,137.3 million as of March 31, ~~2021.~~2022. The Company incurred a ~~$70.2 million~~ net loss of $140.8million for the three months ended March 31, ~~2021.~~2022. Since inception, the Company’s operations have been financed primarily through the sale of equity and debt securities. The Company has incurred losses from operations and negative cash flows from operating activities since inception and expects to continue to incur substantial ~~losses as it continues to fully ramp up its operating activities.~~losses.

As discussed further in Note ~~10,~~ on ~~February 2, 2021,~~13, during the three months ended March 31, 2022, the Company ~~issued $402.5~~ received net proceeds of approximately $203.8 million (after deducting $4.2 million in commissions and expenses) from sales of ~~convertible notes (“2026 Convertible Notes”). The 2026 Convertible Notes will bear interest from February 2, 2021~~27,443,580 shares of its common stock, at a ~~rate~~weighted average gross sales price of ~~3.25%~~ $7.58 per ~~annum, payable semiannually in arrears on February 15~~share pursuant to an At-The-Market Sales Agreement with its sales agents, Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., effective 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.~~13, 2021 (the “Sales Agreement”).

The net proceeds from this offering were approximately $389.9 million, after deducting a discount and estimated offering expenses of approximately $12.6 million. The Company intends to use the proceeds from this offering for general corporate purposes, including working capital, business development, sales and marketing activities and capital expenditures.

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

In addition to the foregoing, the Company cannot predict the long-term impact on its development timelines, revenue levels and its liquidity due to the worldwide spread of COVID-19. Based upon the Company’s current assessment, it does not expect the impact of the COVID-19 pandemic to materially impact the Company’s operations. However, the Company is continuing to assess the impact the spread of COVID-19 may have on its operations.

The Company’s consolidated financial statements include the accounts of the Company and the accounts of the Company’s wholly-owned subsidiaries and non-wholly owned subsidiaries where the Company has a controlling interest. All intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”) for interim financial information and pursuant to the instructions to Form ~~10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”).~~10-Q. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments considered necessary for a fair presentation of such interim results.

The results for the unaudited condensed consolidated statement of operations are not necessarily indicative of results to be expected for the year ending December 31, ~~2021~~2022 or for any future interim period. The condensed consolidated balance sheet as of December 31, ~~2020~~2021 has been derived from the audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, ~~2020~~2021 and notes thereto included in the Company’s Annual Report.

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, valuation of warrants, convertible notes, and equity instruments issued in share-based payment arrangements ~~fair value of stock-based awards,~~ and accounting for income taxes, including the valuation allowance on deferred tax assets.

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. ~~A committee consisting of the~~The Company’s ~~executives are~~Chief Executive Officer is determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions at the consolidated group level. The Company has 2 operating segments as of March 31, 2022 and December 31, 2021, streaming and wagering.

The Company considers all highly liquid investments with remaining maturities at the date of purchase of three months or less to be cash equivalents, including balances held in the Company’s money market account. Restricted cash primarily represents cash on deposit with financial institutions in support of a letter of credit outstanding in favor of the Company’s landlord for office space. The restricted cash balance has been excluded from the cash balance and is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheet that sum to the total of the same on the consolidated statement of cash flows:

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.

No individual customer accounted for more than 10% of revenue for each of the three months ended March 31, 2021 and March 31, 2020. Three customers accounted for more than 10% of accounts receivable as of March 31, 2021 and December 31, 2020.

The majority of the Company’s software and computer systems utilize data processing, storage capabilities and other services provided by Amazon Web Services (“AWS”), which cannot be easily switched to another cloud service provider. As such, any disruption of the Company’s interference with AWS would adversely impact the Company’s operations and business.

The Company accounts for the treasury stock using the cost method, which treats it as a reduction in stockholders’ equity. In December 2020, the Company repurchased 800,000 shares of its common stock at par value. In February 2021, the Company issued 623,068 shares of treasury stock in connection with the acquisition of Vigtory, Inc. See Note 4 for further discussion regarding the acquisition.

For a detailed discussion of the Company’s significant accounting policies, see Note 3 to the consolidated financial statements for the year ended December 31, ~~2020~~2021, included in the Company’s Annual Report. Except for the accounting for the 2026 Convertible Notes discussed in Note 10 and Licensed Content below, there were no significant changes to the Company’s accounting policies during the three months ended March 31, ~~2021.~~2022.

During the three months ended March 31, 2022, 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”). Program rights, including advances, are capitalized and amortized on a straight-line basis over the shorter of the license period or estimated period of use which often corresponds with the live sports season. Program rights and the related liabilities are recorded at the gross amount of the liabilities when certain conditions are met, including when the license period begins, the cost of the program is known or reasonably determinable and the program is accepted and available for airing.

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

Basic net loss per share is computed by dividing net loss available to common stockholders 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):


	Three Months Ended March 31,						Three Months Ended March 31,
	2021			2020			2022			2021
Basic loss per share:
Net loss	$	(70,186	)	$	(56,343	)	$	(140,817	)	$	(70,186	)
Less: net loss attributable to non-controlling interest		76			873			93			76
Less: Deemed dividend - beneficial conversion feature on preferred stock		-			(171	)
Net loss attributable to common stockholders		(70,110	)		(55,641	)	$	(140,724	)	$	(70,110	)

Shares used in computation:
Weighted-average common shares outstanding		118,584,166			30,338,073			157,503,479			118,584,166
Basic and diluted loss per share	$	(0.59	)	$	(1.83	)	$	(0.89	)	$	(0.59	)

The following common share equivalents are excluded from the calculation of weighted average common shares outstanding because their inclusion would have been anti-dilutive:

Schedule of Anti-dilutive Securities Excluded from Computation of Earnings Per Share

	As of March 31,				As of March 31,
	2021		2020		2022		2021
Common stock purchase warrants		1,822,271		200,007
Series D convertible preferred shares		-		456,000
Warrants to purchase common stock						3		1,822,271
Stock options		15,488,783		16,667		16,004,772		15,488,783
Unvested restricted stock units		1,131,543		-		5,877,591		1,131,543
Convertible notes variable settlement feature		6,966,078		311,111		6,966,078		6,966,078
Total		25,408,675		983,785		28,848,444		25,408,675

In ~~June 2016,~~August 2020, the Financial Accounting Standards Board ~~(“FASB”)~~(FASB) issued Accounting Standards Update ~~(“ASU”)~~(ASU) 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by eliminating the requirement to separately account for an embedded conversion feature as an equity component in certain circumstances. A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU requires enhanced disclosures about convertible instruments. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception.

The Company adopted the ASU 2020-06 on January 1, 2022 using the modified retrospective method. Upon adoption at January 1, 2022, the Company made certain adjustments in its condensed consolidated balance sheets as related to the 2026 Convertible Notes (see Note 10) which consists of an increase of $75.3 million in Convertible notes, net of discount, a net decrease of $87.9 million in Additional paid-in capital and a net decrease of $12.6 million in Accumulated deficit. Additionally, from January 1, 2022, as related to the 2026 Convertible Notes (see Note 10) we will no longer incur non-cash interest expense for the amortization of debt discount related to the previously separated equity component.

After adoption, the Company accounts for the 2026 Convertible Notes as single liability measured at amortized cost. The Company did not elect the fair value option. The Company will apply the if converted methodology in computing diluted earnings per share if and when profitability is achieved.

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

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments –- Credit ~~Losses”~~Losses.”. The ASU sets forth a “current expected credit loss” ~~(“CECL”)~~ model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The ~~adoption of~~Company adopted this ASU ~~will~~in January 2022 and the adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company continually assesses any new accounting pronouncements to determine their applicability. When it is ~~currently evaluating~~determined that a new accounting pronouncement affects the ~~impact this ASU will have on~~Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its ~~condensed consolidated~~ financial statements and ~~related disclosures.~~assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

On ~~February 26,~~December 6, 2021, the Company ~~consummated the acquisition of Vigtory, Inc., (“Vigtory”) a sports betting and interactive gaming company, as a result~~ acquired approximately 98.5% of the ~~merger of fuboBet Inc.~~equity interests in Molotov S.A.S (“Molotov”), a ~~wholly owned subsidiary~~television streaming platform located in France, for €101.7 million or $115.0 million (“Molotov Acquisition”). The consideration paid in cash totaled €14.4 million or $16.3 million, and the issuance of 5.7 million shares of the ~~Company, into Vigtory, whereby Vigtory continued as the surviving corporation (the “Vigtory Acquisition”) and its name was changed to Fubo Gaming Inc.~~

The purchase price of the Vigtory Acquisition was determined to be $10.3 million, including $1.7 million of Vigtory’s outstanding convertible notes and other liabilities settled by the Company on the closing date. The Vigtory Acquisition consideration does not include $26.9 millionCompany’s common stock with a fair value of ~~common shares issued to former employee shareholders of Vigtory that will vest over future service periods.~~approximately $98.8 million. Molotov is included in the streaming segment.

The ~~Company~~Molotov Acquisition was accounted for ~~the Vigtory Acquisition as a business combination under~~using the acquisition method of ~~accounting. As such,~~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 three months ended March 31, 2022, the Company continued finalizing 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 three months ended March 31, 2022, the Company recorded preliminary measurement period adjustments to its acquisition date goodwill to record the non-controlling interest of $1.8 million for the remaining 1.5% of Molotov’s equity interest and adjustments to right of use assets, lease liabilities, accounts payable, and accrued expenses based on additional information obtained about conditions that existed as of the acquisition date. The Company expects to finalize the purchase price ~~was allocated to the net assets acquired with any excess recorded to goodwill. The net~~allocation of these assets and liabilities, ~~assumed were immaterial~~ and ~~substantially all~~consideration transferred, as soon as practicable. Any changes to the preliminary estimates of the ~~consideration was~~fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

Any necessary adjustments will be finalized within one year from the date of acquisition (in thousands):

Goodwill, which is not deductible for tax purposes, primarily represents the benefits expected to result from the assembled workforce of ~~Vigtory.~~Molotov. The ~~results~~Company allocated the goodwill to its streaming segment.

The preliminary estimated useful lives and fair value of the ~~Vigtory Acquisition~~intangible assets acquired are ~~included in~~as follows:

Schedule of Estimated Useful Lives and Fair Value of the ~~Company’s operations from February 26, 2021.~~Intangible Assets Acquired

The following table presents the Company’s revenues disaggregated into categories based on the nature of such revenues (in thousands):

The following tables summarize subscription revenue and advertising revenue by region for the three months ended March 31, 2022 and 2021:

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

For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company did not recognize material bad-debt expense and there were no material contract assets recorded on the accompanying condensed consolidated balance sheets as of March 31, ~~2021~~2022 and December 31, ~~2020.~~2021.

The ~~Company’s~~ contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company’s contract liabilities totaled ~~approximately $20.2~~$43.0 million and ~~$17.4~~$44.3 million, respectively, and are recorded as deferred revenue on the accompanying condensed consolidated balance sheets.

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.

Depreciation expense totaled ~~approximately $0.1~~$0.4 million and $0.1 million for the three months ended March 31, 2022 and 2021, ~~and was de minimis for the three months ended March 31, 2020.~~respectively.

The table below summarizes the Company’s intangible assets at March 31, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

March 31, 2021
Useful Lives
(Years) Weighted Average Remaining Life (Years) Intangible Assets Accumulated Amortization Net Balance
Customer relationships 2 1.0 $ 23,678 (11,839 ) $ 11,839
fuboTV tradename 9 8.0 38,197 (4,244 ) 33,953
Software and technology 9 8.0 181,782 (20,198 ) 161,584
Total $ 243,657 $ (36,281 ) $ 207,376

The intangible assets are being amortized over their respective original useful lives, which range from two to nine years. The Company recorded amortization expense ~~related to the above intangible assets~~ of ~~approximately $9.1~~$12.1 million and ~~$5.2~~$9.1 million for the three months ended March 31, ~~2021~~2022 and ~~2020, respectively.~~2021.

The estimated future amortization expense associated with intangible assets (excluding gaming licenses and market access fees) is as follows (in thousands):

~~Notes~~During the three months ended March 31, 2022, the Company paid $3.3 million for gaming licenses pursuant to market access agreements in states where the ~~Condensed Consolidated Financial Statements~~
~~(Unaudited)~~ market access is pending regulatory approval as of March 31, 2022. The $3.3 million is included in other non-current assets on the accompanying consolidated balance sheet as of March 31, 2022.

The following table is a summary of the changes to goodwill for the three months ended March 31, ~~2021~~2022 (in thousands):

~~As of December 31, 2020, goodwill~~Goodwill includes an accumulated impairment charge of ~~$148.1~~$148.1 million ~~for~~related to the historical Facebank reporting ~~unit which represented all of~~unit.

Notes to the ~~goodwill of that reporting unit.~~Condensed Consolidated Financial Statements

Note 8 -Accounts Payable, Accrued Expenses and Other Long-Term Liabilities

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

The Company recorded income tax benefits primarily associated with the net reduction of the valuation allowance recorded against deferred tax assets of ~~$0.5~~ $0.4 million and ~~$1.0~~ $0.5 million during the three months ended March 31, 2022 and 2021, ~~and 2020,~~ respectively.

The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all the deferred tax assets will not be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carrybacks and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative losses in recent years, as a significant piece of negative evidence to overcome. At March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company continued to maintain that a portion of its deferred tax assets do not meet the more likely than not realization threshold. Therefore, the net deferred tax assets have been partially offset by a valuation allowance.

Notes payable, long-term borrowing, and convertible notes as of March 31, 2022 and December 31, 2021 consist of the following (in thousands):

~~Notes payable and long-term borrowings as of March 31, 2021 and December 31, 2020 consist of the following (in thousands):~~

On February 2, 2021, the Company issued ~~$402.5~~$402.5 million of convertible notes (“2026 Convertible ~~Notes”~~Notes.”) ~~dated February 2, 2021. The net proceeds from this offering were approximately $389.9 million, after deducting a discount and estimated offering expenses of approximately $12.6 million~~ The 2026 Convertible Notes ~~are senior unsecured obligations of the Company,~~ bear interest from February 2, 2021, at a rate of ~~3.25%~~3.25% per annum, payable ~~semiannually~~semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, ~~2021 and~~2021. The 2026 Convertible Notes will mature on February 15, 2026, unless earlier ~~repurchased,~~converted, redeemed, or ~~converted.~~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 initial equivalent conversion price of the 2026 Convertible Notes was ~~$57.78~~$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:

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.~~shares.

~~The~~Previously, the Company accounted for the 2026 Convertible Notes using a cash conversion model. In accordance with ASC 470-20, the Company used an effective interest rate of ~~8.67%~~8.67% to estimate the fair value of the debt instrument, excluding the equity conversion feature, and recognized a debt discount of ~~$90.9~~ $90.9 million (representing the difference between the fair value and the net proceeds) with a corresponding increase to additional paid in capital. The underwriting discount and ~~estimated~~ offering expenses totaling ~~$12.6~~ $13.1 million were allocated between the debt and equity issuance costs in proportion to the allocation of the liability and equity components of the 2026 Convertible Notes. Accordingly, equity issuance costs of ~~$2.8~~ $3.0 million were recorded as an offset to additional paid-in capital and total debt issuance costs of ~~$9.7~~ $10.1 million were recorded on the issuance date and are reflected in the condensed consolidated balance sheet as a direct deduction from the carrying value of the associated debt liability. The debt discount and debt issuance costs ~~are~~were being amortized through February 15, 2026, as amortization of debt discount on the accompanying condensed consolidated statement of ~~operations.~~operations and comprehensive loss.

~~In April 2018, fuboTV Pre-Merger entered into a senior secured term loan with AMC Networks Ventures, LLC (the “Term Loan”) with a principal amount~~As discussed in Note 3, the Company adopted ASU 2020-06 and the portion of ~~$25.0 million, bearing~~the debt discount allocated to equity was reclassified to long-term debt. The remaining unamortized debt issuance costs will be amortized as non-cash interest ~~equal to LIBOR (London Interbank Offered Rate) plus 5.25% per annum and with~~expenses through the scheduled ~~principal payments beginning in 2020. The Company made principal repayments~~maturity of ~~$1.9 million during~~the 2026 Convertible Notes.

During the three months ended March 31, ~~2021. As~~2022, the Company paid $6.5 million of ~~March 31, 2021,~~interest expense in connection with the ~~outstanding balance net~~2026 Convertible Notes and recorded amortization expense of ~~deferred financing costs~~$0.6 million included in amortization of debt discount in the condensed consolidated statements of operations. The fair value (Level 2) of the ~~Term Loan~~2026 Convertible Notes was ~~approximately $17.7 million and is included in short-term borrowings on the accompanying condensed consolidated balance sheet.~~$271.1 million.

The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a ~~$2.7~~ $2.7 million note payable bearing interest at the rate of ~~10%~~10% per annum that was due on October 1, 2018 (“(“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to ~~$1.8~~ $2.5 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. The CAM Digital Note relates to the acquisition of technology from parties who, as a result of the acquisition of EAI, own 15,000,000 shares of the Company’s common stock (after the conversion of 1,000,0000 shares of Series X Convertible Preferred Stock during the year ended December 31, 2019). The CAM Digital Note is currently in default and the Company is in negotiation with such holders to resolve the matter. The outstanding balance as of March 31, ~~2021,~~2022, including interest and penalties, is ~~$4.7 million. The balance of $4.7~~ $5.2 million and is included in notes payable on the accompanying condensed consolidated balance sheet.

On April 21, 2020, the Company entered into a Promissory Note (the “PPP Note”) with JPMorgan Chase Bank, N.A. as the lender (the “Lender”), pursuant to which the Lender agreed to make a loan to the Company under the Paycheck Protection Program (the “PPP Loan”) offered by the U.S. Small Business Administration in a principal amount of $4.7 million pursuant to Title 1 of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).

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

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

The Company assumed, through the consolidation of its subsidiary EAI, a ~~$30,000~~$30,000 note payable due to a relative of the ~~then~~former Chief Executive Officer, John Textor bearing interest at the rate of 4%4% per annum. As of March 31, ~~2021,~~2022, the principal balance and accrued interest totaled approximately ~~$35,000.~~$36,000.

The Company assumed through the acquisition of Molotov, $3.7 million in notes bearing interest rates between 0.25% - 2.25% per annum. As of March 31, 2022, the principal balance and accrued interest totaled approximately $3.6 million.

Prior to the third quarter of 2021, the Company operated its business and reported its results through a single reportable segment. As a result of the launch of the Company’s wagering business, the Company began to operate its business and report its results through 2 operating and reportable segments: streaming and wagering.

Operating segments are components of the Company for which separate discrete financial information is available to and evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM assesses a combination of metrics such as revenue and adjusted operating expenses to evaluate the performance of each operating and reportable segment.

The following tables set forth our financial performance by reportable segment for the three months ended March 31, 2022. Comparable information is not presented because the wagering business had not commenced operations during the three months ended March 31, 2021.

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

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 condensed consolidated statements of operations.

~~The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as~~As of March 31, ~~2021 and December 31, 2020 (in thousands):~~2022, there were no warrant liabilities outstanding.

The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the three months ended March 31, ~~2021.~~2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category.

	Warrant liabilities			Warrant liabilities
Fair value at December 31, 2020	$	22,686
Fair value at December 31, 2021				$	3,548
Change in fair value	$	585			1,701
Redemption	$	(15,241	)		(5,249	)
Fair value at March 31, 2021	$	8,030
Fair value at March 31, 2022				$	-

On August 13, 2021, the Company ~~used~~entered into an At-the-Market Sales Agreement (the “Sales Agreement”) with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents (each, a ~~Black-Scholes model~~“manager” and together, the “managers”), under which the Company may, from time to ~~estimate~~time, sell shares of its common stock, par value $0.0001 per share, having an aggregate offering price of up to $500.0 million through the ~~fair value of the warrant liabilities at March 31, 2021 and December 31, 2020 using the following inputs:~~managers (the “Offering”).

~~In January~~a placement notice and ~~February 2021, 9,807,367~~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 ~~Series AA Preferred Stock converted into 19,614,734~~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. On March 1, 2021, we consummated an offer~~stock pursuant to ~~exchange~~ the ~~remaining outstanding shares~~Sales Agreement will terminate upon the earlier of ~~Series AA Preferred Stock for two shares~~(i) the sale of ~~our~~all common stock ~~per share of Series AA Preferred Stock (the “Exchange Offer”). As a result~~subject to the Sales Agreement or (ii) termination 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.~~Sales Agreement in accordance with its terms.

~~On February 26, 2021, the Company issued 623,068 shares of its common stock in connection with the Vigtory Acquisition.~~

During the three months ended March 31, ~~2021~~2022, the Company received net proceeds of approximately $203.8 million (after deducting $4.2 million in commissions and expenses) from sales of 27,443,580 shares of its common stock, at a weighted average gross sales price of $7.58 per share pursuant to the Sales Agreement.

A summary of the Company’s outstanding warrants as of March 31, ~~2020~~2022, are presented below (in thousands, except share and per share amounts):

During the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation expense as follows:

					2022		2021
	For the Three Months Ended March 31,				For the Three Months Ended March 31,
	2021		2020		2022		2021
Subscriber related	$	14	$	-	$	40	$	14
Sales and marketing		713		-		8,880		713
Technology and development		2,070		-		2,684		2,070
General and administrative		6,577		9,061		7,845		6,577
	$	9,374	$	9,061
Stock-based compensation expense					$	19,449	$	9,374

The Company provides ~~stock-based compensation~~option grants to employees, directors, and consultants under the ~~Company’s~~fuboTV Inc. Equity 2020 Equity Incentive ~~Plan.~~Plan, as amended (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. The Company historically has ~~been a private company and lacks~~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~~publicly-traded set of peer companies ~~and expects to continue to do so until such time as it has adequate historical data regarding~~with consideration of the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The expected term of options represents the period that the Company’s stock-based awards are expected to be outstanding based on the simplified method, which is the half-life from vesting to the end of its contractual term. The simplified method was used because the Company does not have sufficient historical exercise data to provide a reasonable basis for an estimate of expected term.

A summary of stock option activity for the three months ended March 31, 2022, is as follows (in thousands, except share and per share amounts):

During the three months ended March 31, 2021, the Company granted options to purchase 62,599 options shares of common stock with an aggregate fair value of $1.3million. The following was used in determining the fair value of stock options granted during the three months ended March 31, ~~2021 and 2020:~~2021:

~~A summary~~Schedule of ~~stock option activity for the three months ended March 31, 2021 is as follows (in thousands, except share and per share amounts):~~Stock Options Assumptions

The outstanding stock options as of December 31, 2020 were adjusted from the previously reported amount in the Annual Report to exclude certain option grants subject to discretionary performance conditions for which a grant date had not occurred as of December 31, 2020.

As of March 31, ~~2021,~~2022, the estimated value of unrecognized stock-based compensation expense related to unvested options was ~~approximately $38.7~~ $18.0 million to be recognized over a period of ~~2.8~~ 2.0 years.

During the three months ended March 31, 2020, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. This option has a fair value of $1,031,000, a five-year term and expires on December 21, 2024. These options were immediately vested as of the grant date. During the three months ended March 31, 2021, 80,000 options were exercised in exchange for 71,010 shares of the Company’s common stock. These options are not included in the table above.(Unaudited)

~~There were no options granted to non-employees in the three months ended March 31, 2021.~~

A summary of activity under the Plan for market and service-based stock options for the three months ended March 31, ~~2021~~2022 is as follows (in thousands, except share and per share amounts):

There were 0 market and service-based options granted during the three months ended March 31, 2022 and 2021.

As of March 31, 2022, there was $9.1 million of unrecognized stock-based compensation expense for market and service-based stock options.

On October 8, 2020, the Company awarded the CEO an option which vests based upon the achievement of certain predetermined goals for each of the five years in the performance period related to stock price, revenue, gross margin, an increase in the number of subscribers, the launch of new markets and, commencing in 2023, creation of new revenue streams. The Board will review attainment of such goals annually from 2021 through 2025 warranted on a given “Determination Date” (subsequent to the Company’s calendar year end) to determine if any vesting is warranted. The Board may determine vesting at, above, or below 20% of the shares subject to the performance option on a given Determination Date. All shares may be eligible for vesting until the Determination Date following the 2025 calendar year. Any such vesting is 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 is subject to the discretion of the Board, the compensation expense is adjusted each reporting period for changes in fair value prorated for the portion of the requisite service period rendered and based on the number of shares expected to be earned. During the three months ended March 31, 2022, the Board determined that the option would vest with respect to 820,000 shares. Upon each subsequent Determination Date in 2023, 2024, 2025, and 2026 stock-based compensation expense will be remeasured and adjusted to reflect the grant date fair value.

Number of Shares Weighted Average
Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life
(in years)
Outstanding as of December 31, 2020 3,078,297 $ 9.69 $ 56,351 6.3
Outstanding as of March 31, 2021 3,078,297 $ 9.69 $ 38,250 6.1

Options vested and exercisable as of March 31, 2021 3,078,297 $ 9.69 $ 38,250 6.1

During the three months ended March 31, 2022, the Board approved the acceleration of vesting and extended the post-termination exercisability of certain employee stock options. The Company reported $2.1 million of expense during the first quarter of 2022 as a result of the accelerated vesting of stock options.

A summary of the Company’s time-based restricted stock unit activity during the three months ended March 31, ~~2021~~2022 is as follows:

~~During the three months ended March 31, 2021, the Company recognized $1.8 million of stock-based compensation expense, and as~~As of March 31, ~~2021,~~2022, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled ~~$34.7 million. As of March 31, 2021, the restricted stock units have~~$69.7 million, had an aggregate intrinsic value of ~~approximately $25.0~~ $28.0 million, and ~~the~~a weighted average remaining contractual term of 3.5 years. For the quarter ended March 31, 2021, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $34.7 million, and had an aggregate intrinsic value of $25.0 million and a weighted average remaining contractual term of 3.7 years.

A summary of the Company’s performance-based restricted stock unit activity during the three months ended March 31, 2022 is ~~3.7 years.~~as follows:

On November 3, 2021, the Company granted 1.9 million performance-based restricted stock units (“PRSUs”) to an employee of the Company. The PRSUs will vest over a period of 5-calendar years through 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 will vest each year during the five-year performance period will be determined upon the achievement of the pre-determined performance targets. Any such vesting is subject to the employee’s continuation in service with the Company through the applicable vesting date. At each reporting period, the Company will make a determination of the most likely outcome for achievement of each performance metric. This may result in a cumulative catch-up as the Company assessments are evaluated. The fair value of the PRSUs is measured based on their grant date fair value which totaled $64.4 million.

During the three months ended March 31, 2022, the Company issued 280,000 shares of its common stock in connection with the vesting of PRSUs.

The following summarizes quantitative information about the Company’s operating leases (amounts in thousands, except lease term and discount rate):

~~A summary of the Company’s outstanding warrants as of March 31, 2021 are presented below (in thousands, except share and per share amounts):~~

					March 31, 2022		March 31, 2021
	For the Three Months Ended				For the Three Months Ended
	March 31, 2021		March 31, 2020		March 31, 2022		March 31, 2021
Operating leases
Operating lease cost	$	312	$	98	$	1,680	$	312
Variable lease cost		-		73		50		-
Operating lease expense		312		171		1,730		312
Short-term lease rent expense		-		-		46		-
Total rent expense	$	312	$	171	$	1,776	$	312

							March 31, 2022			March 31, 2021
	For the Three Months Ended						For the Three Months Ended
	March 31, 2021			March 31, 2020			March 31, 2022			March 31, 2021

Operating cash flows from operating leases	$	305		$	75		$	347		$	305
Right of use assets exchanged for operating lease liabilities	$	-		$	125		$	4,498		$	-
Weighted average remaining lease term - operating leases		6.2			0.4			11.3			6.2
Weighted average remaining discount rate - operating leases		5.4	%		0.8	%		7.3	%		5.4	%

Maturities of the Company’s operating leases, are as follows (amounts in thousands):

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):

Schedule of ~~March 31, 2021, future minimum payments~~Future Minimum Payments for ~~the operating leases are as follows:~~Other Commitment

The Company entered into a lease agreement (the “Lease”) for approximately 55,042 rentable square feet located at 1290 Avenue of the Americas, New York, New York 10104. The Lease will replace the lease for the Company’s existing New York headquarters. The Lease term is twelve years and will commence on October 1, 2021. The annual fixed rent under the Lease will be:various sports right agreements to obtain programming rights to certain live sporting events.

During the three months ended March 31, 2022, the Company made upfront payments totaling approximately $18.3 million, which are recorded in prepaid and other current assets on the condensed consolidated balance sheet.

The Company ~~has an option~~is subject to extend the term of the Lease for an additional five years, at a fixed annual rate that is the fair market rent as of the beginning of the extension term as agreed to by the parties or determined by a neutral arbitration process.

~~The Company may be involved in~~ certain legal proceedings and claims that arise from time to time in the ordinary course of its ~~business.~~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.

From time to time, we enter into business arrangements with vendors for technology services in the ordinary course of business. We are currently engaged in discussions with a vendor surrounding the scope of the parties’ relationship and underlying obligations under the terms of their contract. This includes, among other things, the type and range of services to be provided by this vendor to the Company, the corresponding expenditures by the Company payable under the agreement, and the vendor’s compliance with its good faith express and implied obligations under the contract. Accordingly, we are not able to reasonably estimate the amount of the Company’s potential expenditures, if any, under our arrangement with this vendor, but it is possible that the amounts that the Company may pay for services under the contract could be material.

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 ~~prospects of~~ 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.

~~Plaintiffs seek~~On July 12, 2021, Lead Plaintiff filed an Amended Class Action Complaint. Lead Plaintiff seeks to pursue this claim on behalf of ~~themselves~~himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the New York Stock Exchange (“NYSE”) between March 23, 2020 and January 4, 2021, inclusive, and who were allegedly damaged thereby. ~~On February 24, 2021, putative shareholder Steven Lee filed a nearly identical class action lawsuit against the same Defendants.~~

On April 19, 2021, putative shareholder Nordine Aamchoune filed a motion to consolidate the two lawsuits and be appointed lead plaintiff. On April 29, 2021, pursuant to the Private Securities Litigation Reform Act of 1995, the Court consolidated the two lawsuits and appointed Mr. Aamchoune as lead plaintiff. Mr. Aamchoune will now file an amended, consolidated complaint, and theThe Class Action Defendants ~~will file~~filed a motion to dismiss the ~~complaint.~~

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. The Company believes the claims alleged in both lawsuits are without merit and intends to vigorously defend these litigations.

Rosenfeld v. Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko, David Gandler, Par-Jorgen Parson, & Simone Nardi, Case No. 21-cv-01953 (S.D.N.Y.)

On March 5, 2021, putative shareholder Robert Rosenfeld filed a derivative lawsuit against the Company and certain Company directors and officers, including Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko, David Gandler, Par-Jorgen Parson, and Simone Nardi (collectively, the “Derivative Defendants”). Plaintiff’s complaint closely tracks the allegations in the Securities Class Action and alleges that the Derivative Defendants violated Sections 10(b) and 21D of the Securities Exchange Act of 1934, breached their fiduciary duties, and committed corporate waste.

Plaintiff seeks to prosecute the action on behalf of the Company, and seeks, among other relief, an order directing Derivative Defendants to take all necessary actions to reform and improve the Company’s corporate governance, risk management, and internal operating procedures to comply with applicable laws, and an award of damages to the Company for the harm suffered as a result of the alleged wrongful conduct.

~~The~~On April 21, 2021, Derivative Defendants filed a ~~motion~~Motion to ~~dismiss~~Dismiss the ~~complaint on April 21, 2021. Plaintiff’s opposition is due~~Original Complaint. In light of the arguments made in Derivative Defendants’ Motion, Plaintiff filed his Amended Verified Shareholder Derivative Complaint on May 12, 2021. Derivative Defendants filed a Motion to Dismiss the Amended Complaint on June 2, 2021. On June 23, 2021, ~~and the~~after thoroughly considering Derivative Defendants’ ~~reply is due on May 19, 2021.~~arguments in their Motion, Plaintiff concluded that Derivative Defendants’ arguments were well founded and he jointly, with Derivative Defendants, asked the Court to voluntarily dismiss the derivative action with prejudice, following a proposed Notice of the dismissal to current shareholders. On June 25, 2021, the court entered an order approving the form of the proposed Notice of dismissal to current shareholders and ordering fuboTV to file the Notice with the Securities and Exchange Commission (the “SEC”) and post the Notice to the investor relations section of fuboTV’s corporate website. On June 28, 2021, fuboTV filed the Notice with the SEC and posted the Notice to the investor relations section of fuboTV’s corporate website. On July 28, 2021, the court entered an order dismissing with prejudice the derivative lawsuit filed by Robert Rosenfeld.

~~The Company believes these claims are without merit and intends to vigorously defend this litigation.~~

Andrew Kriss and Eric Lerner vs. FaceBank Group, Inc. et. al. (Index No. 605474/20 Supreme Court of the State of New York.

On June 8, 2020, Andrew Kriss and Eric Lerner filed a Summons with Notice in the Supreme Court of the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others. On November 12, 2020, plaintiffs filed a Complaint, which asserts claims for breach of express contract and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud, and fraudulent conveyance. The claims arise from an alleged relationship between Plaintiffs and defendant PEC. Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million dollars ($~~6,000,000)~~6,000,000). The Company believes the claims are without merit and intends to vigorously defend this litigation and on January 19, 2021, the Company filed a motion to dismiss all claims asserted against it. That motion has been fully submitted and is pending resolution by the court. A court conference was held on November 15, 2021, and the court confirmed that the motion to dismiss was fully submitted.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the accompanying related notes included in this Quarterly Report ~~on Form 10-Q~~ and our audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual ~~Report~~. Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, ~~on Form 10-Q,~~ including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the sections titled “Forward-Looking Statements” and “Risk Factors” for a discussion of forward-looking statements and important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

The results of our operations for the three months ended March 31, 2021 are not readily comparable against the results of our operations for the three months ended March 31, 2020 as a result of our acquisitions of fuboTV Pre-Merger (as defined below) and Facebank AG, and our acquisition of and then deconsolidation of Nexway AG and its subsidiaries.Overview

Our business ~~model~~motto is “come for the sports, stay for the entertainment.”

First, we leverage sporting events to acquire subscribers at lower acquisition costs, given the built-in demand for sports. We then leverage our technology and data to drive higher engagement and induce retentive behaviors such as favoriting channels, recording shows, and increasing discovery through our proprietary machine learning recommendations engine. Next, we look to monetize our growing base of highly engaged subscribers by driving higher average revenue per ~~user (“ARPU”).~~user.

We believe our expected expansion into wagering and interactivity is core to this model. We believe free-to-play predictive games enhance the sports streaming experience - while also providing a bridge between video and our ~~contemplated~~ sportsbook. We expect the continued integration of gaming with our expansive live sports coverage will create a flywheel that lifts engagement and retention, expands advertising revenue through increased viewership, and creates additional opportunities for Attachment sales.

The widespread global impact from the outbreak and spread of the COVID-19 pandemic continued throughout ~~2020. We~~2021 and into the first quarter of 2022. In response to the COVID-19 pandemic, we took a number of precautionary measures to protect the health and safety of our employees, ~~and slow down the spread of the virus~~including by transitioning our workforce to remote working as we temporarily closed our ~~offices.~~offices beginning in March 2020. We have subsequently reopened our offices on an optional basis, however, most of our employees continue to work remotely, and, in the long term, we expect some personnel to continue to do so on a regular basis.

The global spread of COVID-19 and the various attempts to contain it created significant volatility, uncertainty, and economic disruption in 2020. The impact of the COVID-19 pandemic on our operations began towards the end of the first quarter of 2020, impacting advertising markets and the availability of live sport events, as numerous professional and college sports leagues cancelled or altered seasons and events.

During ~~2020,~~2021, the ongoing COVID-19 pandemic continued to accelerate the shift of TV viewing away from traditional pay TV to streaming TV and the on-going shift of advertising budgets away from traditional linear TV into streaming offering. While in ~~2020~~2021 and in the first quarter of 2022 we experienced an increase in TV streaming and our overall business was largely unaffected by the COVID-19 pandemic there can be no assurance that these positive trends will continue during ~~2021~~the remainder of 2022 and beyond.

Unless the context otherwise requires, “fuboTV,” “we,” “us,” “our,” and the “Company” refers to fuboTV and its subsidiaries on a consolidated basis, and “fuboTV Pre-Merger” refers to fuboTV Inc., a Delaware corporation, prior to the Merger, and “fuboTV Sub” refers to fuboTV Inc., a Delaware corporation, and the Company’s wholly-owned subsidiary following the Merger. “FaceBank Pre-Merger” refers to FaceBank Group, Inc. prior to the Merger and its subsidiaries prior to the closing of the Merger.

On April 1, 2020, fuboTV Acquisition Corp., a Delaware corporation and our wholly-owned subsidiary (“Merger Sub”) merged with and into fuboTV Sub, whereby fuboTV Sub continued as the surviving corporation and became our wholly-owned subsidiary pursuant to the terms of the Agreement and Plan of Merger and Reorganization dated as of March 19, 2020, by and among us, Merger Sub and fuboTV Sub (the “Merger Agreement”). Following the Merger, we changed our name from “FaceBank Group, Inc.” to “fuboTV Inc.,” and we changed the name of fuboTV Sub to “fuboTV Media, Inc.” The combined company operates under the name “fuboTV,” and our trading symbol is “FUBO.”

In accordance with the terms of the Merger Agreement, at the effective time of the Merger, all of the capital stock of fuboTV Sub was converted into the right to receive shares of our newly created class of Series AA convertible preferred stock, par value $0.0001 per share (the “Series AA Preferred Stock”). Each share of Series AA Preferred Stock was entitled to 0.8 votes per share and was convertible into two (2) shares of our common stock following the sale of such share of Series AA Preferred Stock on an arms’-length basis either pursuant to Rule 144 under the Securities Act or pursuant to an effective registration statement under the Securities Act. 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.

~~Unless otherwise stated, 2020 financial statements and metrics include FaceBank Pre-Merger from January 1 through March 31.~~

We are a leading live TV streaming platform for sports, news, and entertainment. ~~The Company’s~~Our revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though ~~the Company has~~we have started to ~~assess expansion opportunities~~expand into international markets, with operations in Canada, Spain and ~~Spain.~~France.

Our subscription-based services are offered to consumers who can sign-up for accounts at https://fubo.tv, through which we provide basic plans with the flexibility for consumers to purchase the add-ons and features best suited for them. Besides the website, consumers can also sign-up via some TV-connected devices. Our platform provides, what we believe to be, a superior viewer experience, with a broad suite of unique features and personalization capabilities such as multi-channel viewing capabilities, favorites lists and a dynamic recommendation engine as well as 4K streaming and Cloud DVR offerings.

~~In connection with the preparation of the Company’s condensed consolidated interim financial statements as of and for the quarter ended March 31, 2020, the Company identified an error~~We launched a business-to-consumer online mobile sportsbook (“Fubo Sportsbook”) in the ~~accounting for goodwill relating~~states of Iowa and Arizona in the fourth quarter of 2021. We are planning to ~~the Company’s acquisitions of Nexway AG and Facebank AG. In connection with these acquisitions, goodwill was impaired. Upon further evaluation, the Company determined that goodwill amounting~~launch in additional states during 2022, subject to ~~$79.7 million should not have been impaired. Accordingly, the Company should have allocated $51.2 million towards the loss on deconsolidation of Nexway AG during~~obtaining requisite regulatory approvals. During the three months ended March 31, ~~2020, which would have resulted~~2022, we entered into market access agreements with third parties in ~~a loss on deconsolidation of Nexway AG of $11.9 million. The financial statement misstatements did not impact cash flows from operations, investing, or financing activities~~various states and paid $3.3 million under those market access agreements. See Note 7 in the ~~Company’s~~accompanying unaudited condensed consolidated ~~statements of cash flows for any period previously presented.~~financial statements.

As a result, we were required to restate certain financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.Seasonality

We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year. This seasonality is driven primarily by sports leagues, specifically the National Football League, which has a shorter partial-year season. In addition, we typically see subscribers on our platform decline from the fourth quarter of the previous year through the first and second quarter of the following year. We anticipate similar trends and user behavior for our recently launched Fubo Sportsbook given the seasonal nature of sports.

Prior to the third quarter of 2021, we operated our business and reported our results through a single reportable segment. As a result of the launch of our wagering business, we began to operate our business and report our results through two operating and reportable segments: streaming and wagering. These segments are components of the Company for which separate discrete financial information is available to and evaluated regularly by the Chief Operating Decision Maker (“CODM”). Revenue and adjusted operating expenses are the metrics reported to the Company’s CODM for purposes of making decisions about allocation of resources to, and assessing performance of, each reportable segment. Adjusted operating expenses is calculated as operating expenses, excluding stock-based compensation expense.

~~Subscriptions~~ ~~consist~~Subscription revenue consists primarily of subscription plans sold through the Company’s website and third-party app stores.

Advertising revenue consists primarily of fees charged to advertisers who want to display ads (“impressions”) within the streamed content.

~~Software license~~Wagering revenue ~~consists of revenue~~is generated from ~~the sale~~users’ wagers net of ~~software licenses at one of our subsidiaries, Nexway eCommerce Solutions. As a result of the sale of Nexway AG in July 2020, the Company no longer generates revenue from software licenses.~~payouts made on users’ winning wagers and incentives awarded to users.

~~Other revenue consists of a contract to sub-license rights to broadcast certain international sporting events to a third party.~~

Subscriber related expenses consist primarily of affiliate distribution rights and other distribution costs related to content streaming.

Broadcasting and transmission expenses consist primarily of the cost to acquire a signal, transcode, store, and retransmit it to the subscribers.

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.

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 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.

Depreciation and amortization expense includes depreciation of fixed assets and amortization of finite-lived intangible assets.

Other income (expense) primarily consists of ~~issuance gains/losses and~~ the change in fair value of financial instruments, interest expense and financing costs on our outstanding borrowings and ~~the loss recorded on the deconsolidation~~amortization of ~~a subsidiary.~~debt discount.

The income tax benefit is driven by the change in deferred tax assets and liabilities and resulting change in valuation allowance.

Results of Operations for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 (in thousands):

~~On August 15, 2019 and September 16, 2019, the Company acquired Facebank AG and Nexway, respectively and on April 1, 2020 the Company acquired fuboTV Pre-Merger. The results of our operations for~~

During the three months ended March 31, ~~2020 include the results~~2022, we recognized revenues of ~~operations~~$242.0 million, primarily consisting of ~~Facebank AG~~$219.2 million of subscription revenue, $23.2 million of advertising revenue and ~~Nexway, which were disposed~~negative $0.3 million of in July 2020. The results of our operations for the three months ended March 31, 2020 do not include the results of operations of fuboTV. Because of this, the results of operations for the three ended March 31, 2021 are not comparable to the results of operations for the three months ended March 31, 2020.wagering revenue.

During the three months ended March 31, 2021, we recognized revenues of $119.7 million, primarily related to $107.1 million of subscription revenue and $12.6 million of advertising revenue. ~~These revenues were generated entirely by fuboTV post-Merger~~

The increase of $122.3 million was primarily due to higher subscription revenue due to increases in our subscriber base and ~~there are no comparable results~~an increase in advertising revenue resulting from an increase in the ~~prior year.~~ number of impressions sold.

During the three months ended March 31, ~~2020,~~2022, we recognized ~~$7.3~~subscriber related expenses of $245.7 million compared to $113.3 million during the three months ended March 31, 2021. The increase of ~~software license revenue~~$132.4 million was primarily due to an increase in affiliate distribution rights and other distribution costs primarily resulting from ~~our subsidiary Nexway, which was sold~~an increase in ~~July 2020.~~subscribers.

During the three months ended March 31, ~~2021,~~2022, we recognized ~~subscriber related~~broadcasting and transmission expenses of ~~$113.3~~$20.3 million compared to $10.6 million during the three months ended March 31, 2021. The increase of $9.7 million was primarily due to ~~affiliate distribution rights~~higher linear feeds due to additional channel launches.

Sales and ~~other distribution costs in connection with the streaming revenue generated from the fuboTV business. There are no comparable results in the prior year.~~marketing

During the three months ended March 31, 2021, we recognized broadcasting and transmission expenses of $10.6 million primarily related to transmissions of our services in connection with the streaming revenue generated from the fuboTV business. There are no comparable results in the prior year.

~~During the three months ended March 31, 2021,~~2022, we recognized sales and marketing expenses of $46.2 million compared to $22.1 million during the three months ended March 31, 2021. The increase of $24.0 million was primarily ~~related~~due to an $8.2 million increase in stock-based compensation and $15.8 million increase in marketing expenses incurred to acquire new customers to our streaming platform. ~~There are no comparable results in the prior year.~~

During the three months ended March 31, ~~2021,~~2022, we recognized technology and development expenses of $21.4 million compared to $11.4 million during the three months ended March 31, 2021. The increase of $10.0 million was primarily ~~related~~due to ~~our~~a $4.9 million increase in payroll expense due to staff additions in the streaming ~~platform~~segment and the ~~development~~acquisition of ~~enhancements to the platform. There are no comparable results~~Edisn Inc. (“Edisn”) in the ~~prior year.~~fourth quarter of 2021, a full quarter of expenses in the wagering segment of $2.4 million, an increase in software expenses of $0.7 million and an increase of $0.6 million of stock-based compensation.

During the three months ended March 31, ~~2021,~~2022, general and administrative expenses totaled ~~$18.2~~$32.2 million compared to ~~$20.2~~$18.2 million for the three months ended March 31, 2021. The ~~decrease~~increase of ~~$2.0~~$14.0 million was primarily ~~related~~due to a ~~reduction~~full quarter of ~~$9.2~~expenses in the wagering segment of $3.3 million, a $2.1 million increase in payroll expense due to staff additions in the streaming segment, $5.6 million of expenses ~~related to Nexway, which was sold in July 2020 and decrease of $2.5 million of stock-based compensation partially offset by an increase of $6.9 million in expenses related~~due to the acquisition of ~~fuboTV Pre-Merger and a $2.8~~Molotov S.A.S (“Molotov”) in the fourth quarter of 2021, $1.8 million increase in ~~professional fees.~~sales tax accrual and $1.3 million increase in stock-based compensation.

During the three months ended March 31, ~~2021,~~2022, we recognized depreciation and amortization expenses of ~~$9.2~~$11.5 million compared to ~~$5.2~~$9.2 million during the three months ended March 31, ~~2020.~~2021. The increase of ~~$4.0~~$2.3 million iswas primarily ~~related~~due to ~~$9.2 million~~the acquisition of amortization expenses recognized on the intangible assets acquired as part of the Merger on April 1, 2020, offset by a reduction of $5.2 million of amortization expense related to intangible assets of FaceBank Pre-Merger that were written offMolotov in the ~~third and~~ fourth ~~quarters~~quarter of ~~2020.~~2021.

During the three months ended March 31, ~~2021,~~2022, we recognized $6.0 million of other expense (net), compared to $5.6 million of other expense ~~compared to $39.3 million of other expense (net)~~ during the three months ended March 31, ~~2020.~~2021. The ~~decrease~~increase of ~~$33.7~~$0.4 million was primarily ~~related~~due to $1.1 million increase in the change in fair value of warrant liabilities, a ~~$24.1~~$1.3 million ~~loss on issuance of stock and warrants~~increase in ~~2020 and $11.9 million loss on the deconsolidation of Nexway~~interest expense, partially offset by ~~an increase~~a reduction of $1.9 million in amortization of debt ~~discount of $2.5 million.~~discount.

During the three months ended March 31, ~~2021,~~2022, we recognized an income tax benefit of ~~$0.5~~$0.4 million compared to ~~$1.0~~$0.5 million during the three months ended March 31, ~~2020.~~2021. The decrease of $0.1 million was primarily due to a decline in ~~the income~~our ability to recognize tax ~~benefit relates~~benefits related to ~~tax impacts associated with the acquisition of fuboTV Pre-Merger as its tax attributes and operating results were not included in the prior quarter results.~~our losses.

Certain measures used in this Quarterly Report, ~~on Form 10-Q,~~ including Average Revenue Per User (“ARPU”), Average Cost Per User (“ACPU”) and Adjusted Contribution Margin (“ACM”) for United States and Canada (“North America”) are non-GAAP financial measures. We believe ARPU, ACPU and ~~Adjusted Contribution Margin~~ACM are useful financial measures for investors as they are supplemental measures used by management in evaluating our core operating performance. Our non-GAAP financial measures have limitations as analytical tools, and you should not consider them in isolation or as a substitute for an analysis of our results under GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their nearest GAAP equivalents. First, these non-GAAP financial measures are not a substitute for GAAP revenue. Second, these non-GAAP financial measures may not provide information directly comparable to measures provided by other companies in our industry, as those other companies may calculate their non-GAAP financial measures differently.

~~The following tables reconcile the most directly comparable GAAP financial measure to the non-GAAP financial measure.~~

~~Note that unless otherwise stated, 2020 metrics below represent pro-forma fuboTV Pre-Merger.~~

We believe the number of paid subscribers is a relevant measure to gauge the size of our user base. Paid subscribers are total subscribers that have completed registration with fuboTV, have activated a payment method (only reflects one paying user per plan), from which fuboTV has collected payment in the month ending the relevant period. Users who are on a free (trial) period are not included in this metric. We had 1.1 million and 0.6 million paid subscribers in North America as of March 31, 2022 and 2021, respectively.

We believe the number of Content Hours streamed on our platform is a relevant measure to gauge user engagement. Content Hours is defined as the sum of total hours of content watched on the fuboTV platform for a given period.

We believe Non-GAAP North America Monthly ~~Average Revenue Per User (“ARPU”)~~ARPU is a relevant measure to gauge the revenue received per subscriber on a monthly basis. ARPU is defined as total subscriber revenue collected in the period, also known as Platform Bookings (subscriber and advertising revenues excluding other revenues) divided by the average daily paid subscribers in such period divided by the number of months in the period. Our North America ARPU was $71.03 and $69.88 for the three months ended March 31, 2022 and 2021, respectively.

We believe Non-GAAP North America Monthly ~~Average Cost Per User (“ACPU”)~~ACPU is a relevant measure to gauge our variable expenses per subscriber. ACPU reflects Variable COGS per user, defined as subscriber related expenses less minimum guarantees expensed, payment processing for deferred revenue, ~~IAB~~In App Billing fees for deferred revenue and other subscriber related expenses in a given period, divided by the average daily subscribers in the period, divided by the number of months in the period. Our North America ACPU was $71.57 and $66.24 for the three months ended March 31, 2022 and 2021, respectively.

We believe Non-GAAP ~~Adjusted Contribution Margin (“ACM”)~~North America ACM is a relevant metric to gauge our per-subscriber profitability. ACM is calculated by subtracting ACPU from ARPU and dividing the result by ARPU. Our ACM was (0.8)% and 5.2% for the three months ended March 31, 2022 and 2021, respectively.

Reconciliation of Revenue to Non-GAAP North America Platform Bookings and Reconciliation of Subscriber Related Expenses to Non-GAAP North America Variable COGS and Non-GAAP North America Adjusted Contribution Margin (in thousands except average subscriber and average per user amounts):

The accompanying ~~unaudited condensed~~ consolidated financial statements have been prepared assuming that we 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. See Note 14 in the accompanying unaudited condensed consolidated financial statements for a further discussion of our cash commitments and contractual obligations, including lease obligations, market access agreements and sponsorship agreements.

Our primary sources of cash are receipts from subscribers and advertising revenue as well as proceeds from equity and debt financings. Our primary uses of cash are content and programming license fees, operating expenses, including payroll-related, marketing, technology and professional fees, and expenses related to the launch and operations of our wagering business. We successfully raised ~~$389.9~~$389.4 million, net of offering expenses, through the sale of 3.25% senior convertible notes in February 2021. We currently have an effective shelf registration statement on Form S-3 (No. 333-258428) initially filed with the SEC on August 4, 2021, as amended (the “Form S-3”) under which we may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. During the three months ended March 31, 2022, we sold 27,443,580 shares of our common stock in at-the-market offerings pursuant to our shelf registration statement, resulting in net proceeds of approximately $203.8 million, after deducting agent commissions and issuance costs. As of March 31, ~~2021,~~2022, we had cash and cash equivalents of ~~$459.5~~$450.9 million.

We ~~believe~~may be required to seek additional capital, including in the event we engage in repurchases of our debt or equity securities in the future. In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering additional debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or additional securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing, or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings may reduce the market price of our common stock and dilute their percentage ownership. If we are unable to raise additional capital or generate cash ~~will provide us with the~~flows necessary ~~liquidity~~ to ~~continue as a going concern for at least the next twelve months.~~expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, operations, and financial condition.

Our future capital requirements and the adequacy of our available funds will depend on many factors, including our ability to successfully attract and retain subscribers, develop new technologies that can compete in a rapidly changing market with many competitors and the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. We believe our existing cash will provide us with the necessary liquidity to continue as a going concern for at least the next twelve months.

In addition to the foregoing, based on our current assessment, we do not expect any material impact on our long-term development timeline and our liquidity due to the worldwide COVID-19 ~~pandemic (“COVID-19”).~~pandemic. However, we are continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented to combat the pandemic throughout the world. Given the daily evolution of the COVID-19 outbreak, including the spread of variants, and the global response to curb its spread, COVID-19 may affect our results of operations, financial condition, or liquidity. See Note 10 in the accompanying unaudited consolidated financial statements for further discussion regarding our outstanding indebtedness.

For the three months ended March 31, 2022, net cash used in operating activities was $126.7 million, which primarily consisted of our net loss of $140.8 million, adjusted for non-cash movements of $34.4 million. The non-cash movements primarily include $11.5 million of depreciation and amortization primarily related to intangible assets, $19.4 million of stock-based compensation, $1.7 million change in fair value of warrant liabilities, $0.9 million of amortization of gaming licenses and market access fees, and $0.9 million of amortization of right of use assets. Change in operating assets and liabilities resulted in cash outflows of approximately $20.3 million primarily due to an increase in prepaid expenses and other current and long-term assets of $15.5 million offset by a net increase in accounts payable and accrued expenses and other current and long-term liabilities of $3.8 million and decrease in deferred revenue of $1.3 million.

For the three months ended March 31, 2021, net cash used in operating activities was $53.9 million, which primarily consisted of our net loss of $70.2 million, adjusted for non-cash movements of $21.6 million. The non-cash movements included $9.2 million of depreciation and amortization expenses primarily related to intangible assets, $9.4 million of stock-based compensation, $2.5 million of amortization of debt discount and $0.6 million of change in fair value warrant liabilities partially offset by $0.5 million of deferred income tax benefit. Changes in operating assets and liabilities resulted in cash outflows of approximately $5.3 million, primarily due to an increase in accounts receivable and prepaid expenses and other current and long-term ~~assts~~assets of $2.9 million, a net decrease in accounts payable, accrued expenses and other current and long-term liabilities of $5.1 million due to timing of payments and an increase in deferred revenue of $2.8 million.

For the three months ended March 31, ~~2020,~~2022, net cash used in ~~operating~~investing activities was ~~$7.5~~$5.9 million, which consisted of our net loss of $56.3 million, adjusted for non-cash movements of $47.9 million. The non-cash movements included $24.1 million of loss on issuance of common stock and warrants, $9.1 million of stock-based compensation, $8.6 million loss on the deconsolidation of Nexway, $5.2 million of depreciation and amortization expenses primarily related to intangible assets and $1.7 million of amortization of debt discounts, partially offset by $1.0 million of deferred income tax benefits. Changes in operating assets and liabilities resulted in cash inflows of approximately $0.9 million, primarily consisted of ~~a net increase in accounts payable~~payments for market access and ~~accrued expenses~~license fees of $4.0 million, capitalization of internally generated software of $1.0 million and ~~other current and long-term liabilities of~~ $0.9 million ~~due to timing~~ of ~~payments.~~capital expenditures.

For the three months ended March 31, 2021, net cash used in investing activities was $2.4 million, which primarily consisted of a $1.7 million for merger and acquisition activity and $0.6 million of capital expenditures.

For the three months ended March 31, ~~2020,~~2022, net cash ~~used in investing~~provided by financing activities was ~~$2.4~~$209.2 million. The net cash provided is primarily related to $203.8 million ~~consisting solely~~ of ~~an advance made to fuboTV Pre-Merger.~~net proceeds received from the “at-the market” offering and $5.4 million of proceeds received from the exercise of stock options and warrants.

For the three months ended March 31, 2021, net cash provided by financing activities was $385.0 million. The net cash provided is primarily related to $389.9 million of proceeds received from the issuance of senior convertible notes, and ~~$1.6~~$5.4 million of proceeds received from the exercise of stock options and warrants. ~~These proceeds were offset by repayments of $6.6 million of outstanding debt.~~

For the three months ended March 31, 2020, net cash provided by financing activities was $2.4 million. The net cash provided is primarily related to $2.3 million of proceeds received from the sale of our common stock and warrants and $0.9 million from the issuance of convertible notes partially offset by $0.5 million repayment of convertible notes and the redemption of Series D preferred stock of $0.3 million.

Our discussion and analysis of financial condition and results of operations is based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” or “U.S. GAAP”). The preparation of these ~~condensed~~ consolidated financial statements and related disclosures requires us 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. ~~Actual results could differ from those estimates.~~ Those estimates and assumptions include, but are not limited to, allocating the fair value of purchase consideration issued in business acquisitions, recoverability of goodwill and intangible assets, valuation of warrants, convertible notes, and equity instruments and accounting for income taxes, including the valuation allowance on deferred tax assets.

There have been no material changes to our critical accounting policies from those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Annual Report.

See Note 3 “~~Summary of Significant Accounting Policies~~~~” in the accompanying~~to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for a discussion of ~~recently issued~~recent accounting policies.

We are exposed to market risks in the ordinary course of our business, including risks relating to changes in interest rates and foreign currency The following discussion provides additional information regarding these risks.

As of March 31, 2022, we had cash and cash equivalents of $450.9 million. Our cash equivalents are generally invested in money market funds. Interest paid on such funds fluctuates with the prevailing interest rate. In addition, as of March 31, 2022, we had $411.4 million of outstanding indebtedness on a consolidated basis which included $402.5 million of convertible notes and other notes outstanding with an aggregate principal of approximately $8.9 million. Our indebtedness bears interest at a fixed rate. We do not enter into investments for trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. As of March 31, 2022, a hypothetical 10% change in interest rates would not have resulted in a material impact on our consolidated financial statements.

Revenues denominated in currencies other than the U.S. dollar account for ~~smaller reporting companies.~~approximately 2% of the consolidated amount for the three months ended March 31, 2022. We therefore have foreign currency risk with the euro, however, as of March 31, 2022, a hypothetical 10% weakening of the euro relative to the U.S. dollar would not materially affect our revenue and operating income.

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.

~~Under the supervision of and~~Our management, with the participation of our ~~management, including~~principal executive officer and principal financial officer, evaluated, as of the ~~Company’s Chief Executive Officer and Chief Financial Officer, we evaluated~~end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as ~~such term is~~ defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) ~~as of March 31, 2021.~~. Based upon that evaluation, our ~~Chief Executive Officer~~principal executive officer and ~~Chief Financial Officer~~principal financial officer concluded that, as of March 31, ~~2021, because of the material weaknesses in our internal control over financial reporting described below and in our amended Annual Report on Form 10-K filed with the SEC on March 29, 2021,~~2022, our disclosure controls and procedures were ~~not effective.~~effective at the reasonable assurance level.

For the fiscal year ended December 31, 2020, we have identified material weaknesses in our internal control over financial reporting with respect to the accounting for non-routine transactions, including business combinations as described below:

Notwithstanding such material weaknesses in internal control over financial reporting, our management concluded that our consolidated financial statements in this Quarterly Report on Form 10-Q present fairly, in all material respects, the company’s financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

In February 2021, the Company consummated the acquisition of a sports betting and interactive gaming company. Management took steps to address the internal control deficiencies that contributed to the foregoing material weaknesses, including:

In addition, during 2019, we identified additional material weaknesses in our internal control over financial reporting relating to the inappropriate application of U.S. GAAP. During 2020, management took steps to address the internal control deficiencies that contributed to the material weaknesses, including:

~~We continue to implement the remediation plans for the aforementioned material weaknesses, including:~~

We are committed to making further progress in our remediation efforts during 2021; however, if our remedial measures are insufficient to address the material weaknesses, or if one or more additional material weaknesses in our internal controls over financial reporting are discovered, we may be required to take additional remedial measures from our plan as disclosed above.

~~Except as described above, there~~There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We are, 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.

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 former 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 ~~prospects of~~ 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.

Plaintiffs seek to pursue this claim on behalf of themselves 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. On February 24, 2021, putative shareholder Steven Lee filed a nearly identical class action lawsuit against the same Defendants.

On April ~~19,~~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 filed a motion to consolidate the two lawsuits and be appointed lead plaintiff. On April 29, 2021, pursuant to the Private Securities Litigation Reform Act of 1995, the Court consolidated the two lawsuits and appointed Mr. Aamchoune as lead plaintiff. ~~Mr. Aamchoune will now file~~

On July 12, 2021, Lead Plaintiff filed an ~~amended, consolidated complaint,~~Amended Class Action Complaint. Lead Plaintiff seeks to pursue this claim on behalf of himself as well as all other persons who purchased or otherwise acquired Company securities publicly traded on the New York Stock Exchange (“NYSE”) between March 23, 2020 and ~~the~~January 4, 2021, inclusive, and who were allegedly damaged thereby.

The Class Action Defendants ~~will file~~filed a motion to dismiss the ~~complaint.~~

~~Pursuant to the Private Securities Litigation Reform Act of 1995, any member~~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 purported class who wishes to serve as lead plaintiff must file a motion by April 19, 2021. The court likely also will consolidate the two lawsuits (and any other future lawsuits that assert substantially the same claims). After the court decides a consolidation motion, he will appoint a lead plaintiff and lead counsel as soon as practicable thereafter. The lead plaintiff then will file an amended, consolidated complaint, and Defendants will file a motion to dismiss ~~the complaint.~~

on December 9, 2021. The Company believes the claims alleged in both lawsuits are without merit and intends to vigorously defend these litigations.

Rosenfeld v. Edgar Bronfman Jr., Henry Ahn, Ignacio Figueras, Daniel Leff, Laura Onopchenko, David Gandler, Par-Jorgen Parson, & Simone Nardi, Case No. 21-cv-01953 (S.D.N.Y.)

~~The Derivative Defendants filed a motion to dismiss the complaint on April 21, 2021. Plaintiff’s opposition is due on May 12, 2021, and the Derivative Defendants’ reply is due on May 19, 2021.~~

~~The Company believes these claims are without merit and intends to vigorously defend this litigation.~~

On April 21, 2021, Derivative Defendants filed a Motion to Dismiss the Original Complaint. In light of the arguments made in Derivative Defendants’ Motion, Plaintiff filed his Amended Verified Shareholder Derivative Complaint on May 12, 2021. Derivative Defendants filed a Motion to Dismiss the Amended Complaint on June 2, 2021. On June 23, 2021, after thoroughly considering Derivative Defendants’ arguments in their Motion, Plaintiff concluded that Derivative Defendants’ arguments were well founded and he jointly, with Derivative Defendants, asked the Court to voluntarily dismiss the derivative action with prejudice, following a proposed Notice of the dismissal to current shareholders. On June 25, 2021, the court entered an order approving the form of the proposed Notice of dismissal to current shareholders and ordering fuboTV to file the Notice with the SEC and post the Notice to the investor relations section of fuboTV’s corporate website. On June 28, 2021, fuboTV filed the Notice with the SEC and posted the Notice to the investor relations section of fuboTV’s corporate website. On July 28, 2021, the court entered an order dismissing with prejudice the derivative lawsuit filed by Robert Rosenfeld.

Andrew Kriss and Eric Lerner vs. FaceBank Group, Inc. et. al. (Index No. 605474/20 Supreme Court of the State of New York.

On June 8, 2020, Andrew Kriss and Eric Lerner filed a Summons with Notice in the Supreme Court of the State of New York, Nassau County naming as defendants the Company, PEC, John Textor and Frank Patterson, among others. On November 12, 2020, plaintiffs filed a Complaint, which asserts claims for breach of express contract and implied duties, fraud in the inducement, unjust enrichment, conversion, declaratory relief, fraud, and fraudulent conveyance. The claims arise from an alleged relationship between Plaintiffs and defendant PEC. Plaintiffs seek monetary damages in an amount to be proven at trial, but not less than six million dollars ($6,000,000). The Company believes the claims are without merit and intends to vigorously defend this litigation and on January 19, 2021, the Company filed a motion to dismiss all claims asserted against it. That motion has been fully submitted and is pending resolution by the court. A court conference was held on November 15, 2021, and the court confirmed that the motion to dismiss was fully submitted.

In this Item 1A, unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refers to the combined company post-Merger – fuboTV Inc., or fuboTV, and its subsidiaries, including fuboTV Sub. “FaceBank Pre-Merger” refers to FaceBank Group, Inc. and its subsidiaries prior to the Merger and “fuboTV Pre-Merger” refers to fuboTV Inc., a Florida corporation and its subsidiaries prior to the Merger.

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report, ~~on Form 10-Q,~~ including our ~~unaudited~~ condensed consolidated financial statements and related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material. If any of the risks actually occur, our business, financial condition, results of operations, and prospects could be adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

~~Material risks that may affect our business, operating results and financial condition include, but are not limited to, the following:~~

We have incurred operating losses in the past, expect to incur operating losses in the future and may never achieve or maintain profitability.

We have incurred losses since inception. Our net loss for the three months ended March 31, ~~2021~~2022 was ~~$70.2~~$140.8 million. We expect our operating expenses to increase in the future as we continue to expand our operations. If our revenue and gross profit do not grow at a greater rate than our operating expenses, we will not be able to achieve and maintain profitability. A number of our operating expenses, including expenses related to streaming content obligations, are fixed. If we are not able to either reduce these fixed obligations or other expenses or maintain or grow our revenue, our near-term operating losses may increase. Additionally, we may encounter unforeseen operating or legal expenses, difficulties, complications, delays and other factors that may result in losses in future periods. If our expenses exceed our revenue, we may never achieve or maintain profitability and our business may be harmed.

We may require additional capital to meet our financial obligations and support planned business growth, and this capital might not be available on acceptable terms or at all.

We intend to continue to make significant investments to support planned business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing platform, products and services, expand into additional markets around the world, improve our operating infrastructure or acquire complementary businesses, personnel and technologies. Accordingly, we may need to secure additional funds. If we raise additional funds through future issuances of equity or convertible debt securities, including pursuant to our shelf registration statement on Form S-3, our then existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing we secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. If we were to violate the restrictive covenants, we could incur penalties, increased expenses and an acceleration of the payment terms of our outstanding debt, which could in turn harm our business.

We may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be harmed.

Our revenue and gross profit are subject to seasonality, and if subscriber behavior during certain seasons falls below our expectations, our business may be harmed.

Seasonal variations in subscriber and marketing behavior significantly affect our business. We have previously experienced, and expect to continue to experience, effects of seasonal trends in subscriber behavior due to the seasonal nature of sports. ~~Additionally, increased internet usage~~We generate significantly higher levels of revenue and ~~sales~~subscriber additions in the third and fourth quarters of ~~streaming service subscriptions during~~ the ~~fourth quarter~~year, driven primarily by sports leagues, specifically the National Football League. Our operating results may also be affected by the scheduling of ~~each calendar year affect our business.~~major sporting events that do not occur annually, such as the World Cup or Olympic Games, or the cancellation or postponement of sporting events and races. We also ~~may~~ experience higher advertising sales during the fourth quarter of each calendar year due to greater advertiser demand during the holiday season, but, on the other hand, also incur greater marketing expenses as we attempt to attract new subscribers to our platform. In addition, expenditures by advertisers tend to be cyclical and are often discretionary in nature, reflecting overall economic conditions, the economic prospects of specific advertisers or industries, budgeting constraints and buying patterns, and a variety of other factors, many of which are outside our control.

~~Given~~We anticipate similar trends and user behavior for our recently launched Fubo Sportsbook given the seasonal nature of sports as described above.

Accordingly, given the seasonal nature of our ~~subscriptions,~~business, accurate forecasting is critical to our operations. We anticipate that this seasonal impact on revenue and gross profit is likely to continue, and any shortfall in expected revenue due to macroeconomic conditions, a decline in the effectiveness of our promotional activities, actions by our competitors, or for any other reason, would cause our results of operations to suffer significantly. A substantial portion of our expenses are personnel-related and include salaries, stock-based compensation and benefits that are not seasonal in nature. Accordingly, in the event of a revenue shortfall, we would be unable to mitigate the negative impact on margins, at least in the short term, and our business would be harmed.

We might not be able to utilize a significant portion of our net operating loss carryforwards.

As of December 31, ~~2019, fuboTV Pre-Merger~~2021, we had federal net operating loss carryforwards of approximately ~~$375.8~~$811.3 million, a portion of which will expire at various dates if not used prior to such dates. Under legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses in tax years beginning after December 31, 2020 is limited. Other limitations may apply for state tax purposes.

In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50% change, by value, in its equity ownership over a three-year period, the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change income may be limited. We have experienced ownership changes in the past, and therefore a portion of our net operating loss carryforwards are subject to an annual limitation under Section 382 of the Code. In addition, we may experience ownership changes in the future as a result of subsequent changes in our stock ownership, including as a result of conversions of the 2026 Convertible Notes, some of which may be outside of our control. A past or future ownership change that materially limits our ability to use our historical net operating loss and tax credit carryforwards may harm our future operating results by effectively increasing our future tax obligations.

Our financial condition and results of operations could be adversely affected if we do not effectively manage our current or future debt.

As of March 31, ~~2021,~~2022, we had ~~$425.3~~$411.4 million of outstanding indebtedness on a consolidated basis which included ~~approximately~~ $402.5 million of convertible notes ~~$18.1 million of indebtedness to AMC Networks Ventures LLC, which is secured by a lien on substantially all of the assets of fuboTV Sub and has subsequently been repaid in full on May 7, 2021;~~ and other notes outstanding with an aggregate principal of approximately ~~$4.7~~$8.9 million.

Our obligations related to our outstanding or any future indebtedness ~~which~~ could adversely affect our ability to take advantage of corporate opportunities, ~~and~~which could adversely affect our business, financial condition, and results of ~~operations. For example:~~operations, including, but not limited to, the following:

We may also incur additional indebtedness to meet future financing needs. If we incur any additional debt, the related risks that we and our subsidiaries face could intensify.

Finally, we may in the future be in non-compliance with the terms of certain of our other debt instruments. To the extent we are in non-compliance with the terms of such debt instruments, we may be required to make payments to the holders of such instruments, those holders may be entitled to the issuance of stock by us, and the holders of such stock may be entitled to registration or other investor rights.

Servicing our indebtedness will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial indebtedness.

Our ability to make scheduled payments of the principal and interest when due, or to refinance our borrowings under our debt agreements, will depend on our future performance and our ability to raise further equity financing, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to both (i) satisfy our existing and future obligations to our creditors and (ii) allow us to make necessary capital expenditures. If we are unable to generate such cash flow or raise further equity financing, we may be required to adopt one or more alternatives, such as reducing or delaying investments or capital expenditures, selling assets, refinancing or obtaining additional equity capital on terms that may be onerous or highly dilutive. We may need or desire to refinance our existing indebtedness, and there can be no assurance that we will be able to refinance any of our indebtedness on commercially reasonable terms, if at all. Our ability to refinance ~~the term loans or~~ existing or future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our current or future debt agreements.

Our operating results may fluctuate, which makes our results difficult to predict.

Our revenue and operating results could vary significantly from quarter-to-quarter and year-to-year because of a variety of factors, many of which are outside of our ~~control.~~control and may not fully reflect the underlying performance of our business. As a result, comparing our operating results on a period-to-period basis may not be meaningful. In addition to other risk factors discussed herein, factors that may contribute to the variability of our quarterly and annual results include:

This variability makes it difficult to forecast our future results with precision and to assess accurately whether increases or decreases are likely to cause quarterly or annual results to exceed or fall short of previously issued guidance. While we assess our quarterly and annual guidance and update such guidance when we think it is appropriate, unanticipated future volatility can cause actual results to vary significantly from our guidance, even where that guidance reflects a range of possible results.

If we fail to effectively manage our growth, our business, operating results, and financial condition may suffer.

Our rapid growth has placed, and will continue to place, significant demands on our management and our operational and financial infrastructure. In order to attain and maintain profitability, we will need to recruit, integrate, and retain skilled and experienced personnel who can demonstrate our value proposition to subscribers, advertisers, and business partners and who can increase the monetization of our platform. Continued growth could also strain our ability to maintain reliable service levels for our customers, effectively monetize the content streamed, develop and improve our operational and financial controls, and recruit, train, and retain highly skilled personnel. If our systems do not evolve to meet the increased demands placed on us by an increasing number of advertisers, we also may be unable to meet our obligations under advertising agreements with respect to the delivery of advertising or other performance obligations. As our operations grow in size, scope, and complexity, we will need to improve and upgrade our systems and infrastructure, which will require significant expenditures and allocation of valuable technical and management resources. If we fail to maintain efficiency and allocate limited resources effectively in our organization as it grows, our business, operating results, and financial condition may suffer.

We are expanding our operations internationally, and as our international offering evolves, we are managing and adjusting our business to address varied content offerings, consumer customs and practices, in particular those dealing with e-commerce and streaming video, as well as differing legal and regulatory environments.

We have experienced rapid growth rates in both the number of subscribers on our platform and revenue over the last few years. As we grow larger and increase our subscriber base and usage, we expect it will become increasingly difficult to maintain the rate of growth we currently experience.

Risks Related to Our Relationships with Content Providers, Customers and Other Third Parties

The long-term nature of certain of our content commitments may limit our operating flexibility and could adversely affect our liquidity and results of operations.

In connection with licensing streaming content, we typically enter into multi-year agreements with content providers. These agreements have sometimes required us to pay minimum license fees for content that are not tied to subscriber usage or the size of our subscriber base. Given the multiple-year duration and sometimes fixed cost nature of content commitments, if subscriber acquisition and retention do not meet our expectations, our margins may be adversely impacted, and we may not be in a position to make the minimum guarantee payments required under certain content licenses. WeIn the past, we have ~~already~~ failed to make minimum guarantee payments to certain key programmers and may not be in a position to make similar payments in the future. If we do not make these payments, then we may lose access to such content, which in turn may further depress subscriber acquisition or retention, cause other programmers to exercise termination rights due to the content mix available through our service, or impact our ability to obtain content from other programmers.

We also enter into multi-year commitments for content that we produce, either directly or through third parties, including elements associated with these productions such as non-cancelable commitments under talent agreements. Payment terms for certain content commitments, such as content we directly produce, will typically require more up-front cash payments than other content licenses or arrangements whereby we do not fund the production of such content.

To the extent subscriber and/or revenue growth do not meet our expectations, our liquidity and results of operations could be adversely affected as a result of content commitments and payment requirements of certain agreements. In addition, the long-term and fixed cost nature of certain of our commitments may limit our flexibility in planning for or reacting to changes in our business and the market segments in which we operate. If we license and/or produce content that is not favorably received by consumers in a territory, or is unable to be shown in a territory, acquisition and retention may be adversely impacted and given the long-term and fixed cost nature of certain of our content commitments, we may not be able to adjust our content offering quickly and our results of operations may be adversely impacted.

Our results may be adversely affected if long-term content contracts are not renewed on sufficiently favorable terms.

We enter into long-term contracts for both the acquisition and the distribution of media content, including contracts for the acquisition of content rights for sporting events and other programs. As these contracts expire, we must renew or renegotiate the contracts, and if we are unable to renew them on acceptable terms, we may lose content rights or distribution rights. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than our historical experience). Moreover, our ability to renew these contracts on favorable terms may be affected by consolidation in the market for content distribution, the entrance of new participants in the market for distribution of content on digital platforms and the impacts of COVID-19. With respect to the acquisition of content rights, particularly sports content rights, the impact of these long-term contracts on our results over the term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and rates for content, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that revenues from content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.

If we fail to obtain or maintain popular content, we may fail to retain existing subscribers and attract new subscribers.

We have invested a significant amount of time to cultivate relationships with our content providers; however, such relationships may not continue to grow or yield further financial results. We must continuously maintain existing relationships and identify and establish new relationships with content providers to provide popular content. In order to remain competitive, we must consistently meet ~~user~~customer demand for popular streaming channels and ~~content.~~content, particularly as we enter new markets, including international markets. If we are not successful in maintaining channels on our platform that attract and retain a significant number of subscribers, or if we are not able to do so in a cost-effective manner, our business will be harmed.

We enter into agreements with our content providers, which have varying terms and conditions, including expiration dates. Upon expiration of these agreements, we are required to re-negotiate and renew them in order to continue providing content from these providers on our streaming platform. We have in the past been unable, and in the future may not be able, to reach a satisfactory agreement with certain content providers before our existing agreements have expired. If we are unable to renew such agreements on a timely basis on mutually agreeable terms, we may be required to temporarily or permanently remove certain channels from our streaming platform. The loss of such channels from our streaming platform for any period of time may harm our business. More broadly, if we fail to maintain our relationships with the content providers on terms favorable to us, or at all, or if these content providers face problems in delivering their content across our platform, we may lose channel partners or subscribers and our business may be harmed.

If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.

We have experienced significant subscriber growth over the past several years. Our ability to continue to attract subscribers will depend in part on our ability to consistently provide our subscribers with compelling content choices and effectively market our platform. Furthermore, the relative service levels, content offerings, pricing and related features of our competitors may adversely impact our ability to attract and retain subscribers. In addition, many of our subscribers re-join our platform or originate from word-of-mouth referrals from existing subscribers. If our efforts to satisfy our existing subscribers are not successful, we may not be able to attract subscribers, and as a result, our ability to maintain and/or grow our business will be adversely affected.

If consumers perceive a reduction in the value of our platform because, for example, we introduce new or adjust existing features, adjust pricing or platform offerings, or change the mix of content in a manner that is not favorably received by them, we may not be able to attract and retain subscribers. Subscribers cancel their subscription for many reasons, including due to a perception that they do not use the platform sufficiently, the need to cut household expenses, availability of content is unsatisfactory, competitive services provide a better value or experience and customer service issues are not satisfactorily resolved. We must continually add new subscriptions both to replace cancelled subscriptions and to grow our business beyond our current subscription base. While we permit multiple subscribers within the same household to share a single account for non-commercial purposes, if account sharing is abused, our ability to add new subscribers may be hindered and our results of operations may be adversely impacted. If we do not grow as expected, given, in particular, that our content costs are largely fixed in nature and contracted over several years, we may not be able to adjust our expenditures or increase our (per subscriber) revenues commensurate with the lowered growth rate such that our margins, liquidity and results of operations may be adversely impacted. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will be adversely affected. Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate replacing these subscribers with new subscribers.

Our agreements with distribution partners contain parity obligations which limit our ability to pursue unique partnerships.

Our agreements with certain distribution partners contain obligations which require us to offer them the same technical features, content, pricing and packages that we make available to our other distribution partners and also require us to provide parity in the marketing of the availability of our application across our distribution partners. These parity obligations may limit our ability to pursue technological innovation or partnerships with individual distribution partners and may limit our capacity to negotiate favorable transactions with different partners or otherwise provide improved products and services. As our technical feature developments progress at varying speeds and at different times with different distribution partners, we currently offer some enhanced technical features on distribution platforms that we do not make available on other distribution platforms, which limits the quality and uniformity of our offering to all consumers across our distribution platforms. In addition, delays in technical developments across our distribution partners puts us at risk of breaching our parity obligations with such distribution platforms, which threatens the certainty of our agreements with distribution partners.

If we are unable to maintain an adequate supply of ad inventory on our platform, our business may be harmed.

We may fail to attract content providers that generate sufficient ad content hours on our platform and continue to grow our video ad inventory. Our business model depends on our ability to grow video ad inventory on our platform and sell it to advertisers. We grow ad inventory by adding and retaining content providers on our platform with ad-supported channels that we can monetize. If we are unable to grow and maintain a sufficient supply of quality video advertising inventory at reasonable costs to keep up with demand, our business may be harmed.

We operate in a highly competitive industry, and we compete for advertising revenue with other internet streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and Internet radio. We may not be successful in maintaining or improving our fill-rates or cost per thousand (“CPMs”).

Our competitors offer content and other advertising mediums that may be more attractive to advertisers than our TV streaming platform. These competitors are often very large and have more advertising experience and financial resources than we do, which may adversely affect our ability to compete for advertisers and may result in lower revenue and gross profit from advertising. If we are unable to increase our advertising revenue by, among other things, continuing to improve our platform’s data capabilities to further optimize and measure advertisers’ campaigns, increase our advertising inventory and expand our advertising sales team and programmatic capabilities, our business and our growth prospects may be harmed. We may not be able to compete effectively or adapt to any such changes or trends, which would harm our ability to grow our advertising revenue and harm our business.

If content providers refuse to license streaming content or other rights upon terms acceptable to us, our business could be adversely affected.

Our ability to provide our subscribers with content they can watch depends on content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content we distribute. The license periods and the terms and conditions of such licenses vary, and we may be operating outside the terms of some of our current licenses. As content providers develop their own streaming services, they may be unwilling to provide us with access to certain content, including popular series or movies. If the content providers and other rights holders are not or are no longer willing or able to license us content upon terms acceptable to us, our ability to stream content to our subscribers may be adversely affected and/or our costs could increase. Because of these provisions as well as other actions we may take, content available through our service can be withdrawn on short notice. As competition increases, we see the cost of certain programming increase.

Further, if we do not maintain a compelling mix of content, our subscriber acquisition and retention may be adversely affected.

Our content providers impose a number of restrictions on how we distribute and market our products and services, which can adversely affect our business.

A number of our major content partners impose significant restrictions on how we can distribute and market our products and services. For example, our content partners may prevent us from partnering with third party distributors and manufacturers to exploit new market opportunities or prevent us from bundling or reselling our products with third party products and services, or otherwise restrict how we might brand or market our products and services. Our content partners also impose restrictions on the content and composition of the packages we can make available to our customers and restrictions on how we might make some or all of our content available to customers (such as on a standalone basis, length of free trials or access modified or shorter form content). These restrictions may prevent us from responding dynamically to changing customer expectations or market demands or exploiting lucrative partnership opportunities. Content providers may also restrict the advertising that may be made available in connection with their content, including restrictions on the content and timing of such advertising, and restrictions on how advertising may be sold (such as a limit to sale on an aggregated, non-content specific basis only), which limits our opportunity to exploit potentially lucrative revenue streams.

Content providers may also only provide their content on a service that includes a minimum number of channels from other providers or require that we only provide their content in specific service tiers that include a specific mix of programming. Certain provisions in these agreements could become a challenge to comply with if we were to lose rights under agreements with key programmers.

In addition, our content partners generally impose requirements on us to treat them at least as favorably as other major providers in various ways, such as equal treatment with respect to content recommendations, displays on user interfaces, the marketing and promotion of content and streaming quality standards. This may materially restrict the functionality and performance of our technology, particularly our proprietary recommendation engine. This may also prevent us from offering commercial benefits to certain content providers, limiting our capacity to negotiate favorable transactions and overall limiting our ability to provide improved products and services.

Our agreements with content providers are complex, with various rights restrictions and favorability obligations which impose onerous compliance obligations.

The content rights granted to us are complex and multi-layered and differ substantially across different content and content providers. We may be able to make certain content available on a video-on-demand basis or on certain devices but may be restricted from doing the same with other content, sometimes even with the same content provider. We are often not able to make certain content available at certain times or in certain geographical regions. In addition, our obligations to provide equality in the treatment between certain content providers require us to continuously monitor and assess treatment of content providers and content across our products and services.

These complex restrictions and requirements impose a significant compliance burden which is costly and challenging to maintain. A failure to maintain these obligations places us at risk of breaching our agreements with content providers, which could lead to loss of content and damages claims, which would have a negative impact on our products and service and our financial position.

We face risks, such as unforeseen costs and potential liability in connection with content we acquire, produce, license and/or distribute through our service.

As a producer and distributor of content, we face potential liability for negligence, copyright and trademark infringement, or other claims based on the nature and content of materials that we acquire, produce, license and/or distribute. We also may face potential liability for content used in promoting our service, including marketing materials. We are devoting more resources toward the development, production, marketing and distribution of original programming, including Fubo Sports Network and mobile games. We believe that original and exclusive programming can help differentiate our service from other offerings, enhance our brand and otherwise attract and retain subscribers. To the extent our programming does not meet our expectations, in particular, in terms of costs, viewing and popularity, our business, including our brand and results of operations may be adversely impacted. As we have expanded our original programming, we have become responsible for production costs and other expenses, such as ongoing guild payments. We also take on risks associated with production, such as completion and key talent risk, which risks have been heightened during COVID-19. Further, negotiations or renewals related to entertainment industry collective bargaining agreements could negatively impact timing and costs associated with our productions. We contract with third parties related to the development, production, marketing and distribution of our original programming. We may face potential liability or may suffer significant losses in connection with these arrangements, including but not limited to if such third parties violate applicable law, become insolvent or engage in fraudulent behavior. To the extent we create and sell physical or digital merchandise relating to our programming, and/or license such rights to third parties, we could become subject to product liability, intellectual property or other claims related to such merchandise. We may decide to remove content from our service, not to place licensed or produced content on our service or discontinue or alter production of original content if we believe such content might not be well-received by our current or potential subscribers, or could be damaging to our brand or business.

To the extent we do not accurately anticipate costs or mitigate risks, including for content that we obtain but ultimately does not appear on or is removed from our service, or if we become liable for content we acquire, produce, license and/or distribute, our business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising.

If our efforts to build a strong brand and to maintain customer satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers, and our business may be harmed.

Building and maintaining a strong brand is important to our ability to attract and retain subscribers, as potential subscribers have a number of TV streaming choices. Successfully building a brand is a time-consuming and comprehensive endeavor and can be positively and negatively impacted by any number of factors. Some of these factors, such as the quality or pricing of our platform or our customer service, are within our control. Other factors, such as the quality of the content that our content publishers provide, may be out of our control, yet subscribers may nonetheless attribute those factors to us. Our competitors may be able to achieve and maintain brand awareness and market share more quickly and effectively than we can. Many of our competitors are larger companies and promote their brands through traditional forms of advertising, such as print media and TV commercials, and have substantial resources to devote to such efforts. Our competitors may also have greater resources to utilize Internet advertising or website product placement more effectively than we can. If we are unable to execute on building a strong brand, it may be difficult to differentiate our business and platform from our competitors in the marketplace; therefore, our ability to attract and retain subscribers may be adversely affected and our business may be harmed.

We rely upon a number of partners to make our service available on their devices.

We currently offer subscribers the ability to receive streaming content through a host of Internet-connected screens, including TVs, digital video players, television set-top boxes and mobile devices. Some of our agreements with key distribution partners give distribution partners the ability to terminate their carriage of our service at any time. If we are not successful in maintaining existing and creating new relationships, or if we encounter technological, content licensing, regulatory, business or other impediments to delivering our streaming content to our subscribers via these devices, our ability to retain subscribers and grow our business could be adversely impacted.

Our business could be adversely affected if a number of our partners do not continue to provide access to our service or are unwilling to do so on terms acceptable to us, which terms may include the degree of accessibility and prominence of our service. Furthermore, devices are manufactured and sold by entities other than fuboTV, and while these entities should be responsible for the devices’ performance, the connection between these devices and fuboTV may nonetheless result in consumer dissatisfaction toward fuboTV and such dissatisfaction could result in claims against us or otherwise adversely impact our business. In addition, technology changes to our streaming functionality may require that partners update their devices or may lead us to stop supporting the delivery of our service on certain legacy devices. If partners do not update or otherwise modify their devices, or if we discontinue support for certain devices, our service and our subscribers’ use and enjoyment could be negatively impacted.

We rely upon Google Cloud Platform and Amazon Web Services to operate certain aspects of our service, and any disruption of or interference with our use of Google Cloud Platform and/or Amazon Web Services would impact our operations and our business would be adversely impacted.

Each of Google Cloud Platform ~~or GCP,~~(“GCP”) and Amazon Web Services ~~or AWS,~~(“AWS”) provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service. We have architected our software and computer systems so as to utilize data processing, storage capabilities and other services provided by both GCP and AWS. Currently, we run the vast majority of our computing on GCP with some key components running on AWS. Given this, along with the fact that we cannot easily switch what is specifically running now on GCP and/or AWS to another cloud provider, any disruption of or interference with our use of GCP and/or AWS would impact our operations, and our business would be adversely impacted. Google (through YouTube TV) and, to a lesser extent, Amazon (through Amazon Prime) compete with us and, if Google or Amazon were to use GCP or AWS, respectively, in such a manner as to gain competitive advantage against our service, it could harm our business.

We identified material weaknesses in our internal control over financial reporting in 2019 and 2020 and while we continue to take steps to address the internal control deficiencies that contributed to the material weaknesses, a material weakness in our internal control over financial reporting still exists as it relates to non-routine transactions.2020. We may identify material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which could lead investors to lose confidence in the accuracy and completeness of our financial reports.

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the effectiveness of our internal control over financial reporting. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. Our independent registered public accounting firm ~~will not be~~is required to attest to the effectiveness of our internal control over financial reporting until our first annual report required to be filed with the SEC following the later of the date we are deemed to be an “accelerated filer” or a “large accelerated filer,” each as defined in the Exchange Act. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.reporting.

~~During 2020, we~~We identified ~~the following~~ material weaknesses in our internal control over financial ~~reporting with respect to the accounting for business combinations:~~

In addition, during 2019, we identified additional material weaknesses in our internal control over financial reporting relating to the inappropriate application of U.S. GAAP and are undertaking remediation efforts with respect to these material weaknesses. While we believe that these efforts will improve our internal control over financial reporting, the implementation of these measures is ongoing and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. We cannot assure you that the measures we have taken to date, and are continuing to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. If the steps we take do not correct the material weaknesses in a timely manner, we will be unable to conclude that we maintain effective internal controls over financial reporting. Accordingly, there could continue to be a reasonable possibility that these deficiencies or others could result in a misstatement of our accounts or disclosures that would result in a material misstatement of our financial statements that would not be prevented or detected on a timely basis.

~~The~~ process of designing and implementing internal control over financial reporting required to comply with Section 404 of the Sarbanes-Oxley Act is time consuming, costly, and complicated. If during the evaluation and testing process we identify one or more other material weaknesses in our internal control over financial reporting, ~~or determine that existing material weaknesses have not been remediated,~~ our management will be unable to assert that our internal control over financial reporting is effective. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented, or reviewed. If we are unable to assert that our internal control over financial reporting is effective, or ~~when required in the future,~~ if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

~~Our actual operating results may differ significantly from our guidance.~~

From time to time, we may release guidance regarding our future performance. Such guidance is based upon a number of assumptions and estimates that, although presented with numerical specificity, are inherently subject to business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The principal reason that we release this data is to provide a basis for our management to discuss our business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any third parties.

Guidance is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the guidance furnished by us will not materialize or will vary significantly from actual results. Accordingly, our guidance is only an estimate of what management believes is realizable as of the date of this prospectus. Any failure to successfully implement our operating strategy or the occurrence of any of the risks or uncertainties set forth in this prospectus could result in actual results being different than the guidance, and such differences may be adverse and material. In light of the foregoing, investors are urged to put the guidance in context and not to place undue reliance on it.

If we fail to comply with the reporting obligations of the Exchange Act, our business, financial condition, and results of operations, and investors’ confidence in us, could be materially and adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports, and current reports. In the past, prior to the Merger, we ~~have~~ failed to prepare and disclose this information in a timely manner. Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws and regulations of the exchange we are listed on, expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all.

We expect to the Merger, fuboTV Pre-Merger was not a public company and FaceBank Pre-Merger had limited resources. Our management has faced significant challenges in consolidating the functions of fuboTV Pre-Merger and FaceBank Pre-Merger and their subsidiaries, including integrating their technologies, organizations, procedures, policies and operations. In connection with the Merger, we have been working to integrate certain operations of fuboTV Pre-Merger and FaceBank Pre-Merger, including, among other things, back-office operations, information technology and regulatory compliance.

~~We expect~~continue to experience significant growth in the number of our employees and the scope of our operations. ~~Prior to such expansion,~~As we expand, as a result of previously maintaining a limited staff, we may later determine that certain related party transactions were not properly identified, reviewed and approved prior to us entering into them with such related parties.

As we seek to increase staffing levels to manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources and our limited experience in managing such anticipated growth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to significant costs and may divert or stretch our management and business development resources in a way that we may not anticipate. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

Additionally, for certain of our recent Exchange Act filings, we have relied on an order (the “Order”) issued by the SEC pursuant to Section 36 of the Exchange Act (Release No. 34-88465), permitting filing extensions to certain public companies based on the COVID-19 pandemic. We relied upon this permissible extension in good faith after analyzing, among other things, the fact that our books and records were not easily accessible, which resulted in delays in preparation and completion of our financial statements, and that the various governmental mandatory closures of businesses have precluded our personnel, particularly our senior accounting staff, from obtaining access to our subsidiaries’ books and records necessary to prepare our financial statements. Following this analysis, we believe that we satisfied all eligibility criteria to take advantage of these extensions. If it is later determined that we were ineligible to rely upon the Order for such extensions, our filings could be deemed to be late, which could have a material adverse effect on our ability to raise capital, which could have a material adverse effect on our business, results of operations, and financial condition.

We will need to improve our operational and financial systems to support our expected growth, increasingly complex business arrangements, and rules governing revenue and expense recognition, and any inability to do so could adversely affect our billing services and financial reporting.

We have increasingly complex business arrangements with our content publishers and licensees, and the rules that govern revenue and expense recognition in our business are increasingly complex. To manage the expected growth of our operations and increasing complexity, we will need to improve our operational and financial systems, procedures and controls and continue to increase systems automation to reduce reliance on manual operations. Any inability to do so will negatively affect our billing services and financial reporting. Our current and planned systems, procedures and controls may not be adequate to support our complex arrangements and the rules governing revenue and expense recognition for our future operations and expected growth. Delays or problems associated with any improvement or expansion of our operational and financial systems and controls could adversely affect our relationships with our subscribers, content publishers or licensees; cause harm to our reputation and brand; and could also result in errors in our financial and other reporting.

Our key metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.

We regularly review key metrics related to the operation of our business, including, but not limited to ~~Content Hours, Monthly Active Users (“MAU”), Monthly Content Hours Watched~~average revenue per ~~MAU, ARPU,~~user, and number of subscribers, to evaluate growth trends, measure our performance, and make strategic decisions. These metrics are calculated using internal company data and have not been validated by an independent third party. While these numbers are based on what we believe to be reasonable estimates of our subscriber base for the applicable period of measurement, there are inherent challenges in measuring how our platform is used across large populations.

Errors or inaccuracies in our metrics or data could result in incorrect business decisions and inefficiencies. For instance, if a significant understatement or overstatement of ~~MAUs~~subscribers were to occur, we may expend resources to implement unnecessary business measures or fail to take required actions to attract a sufficient number of subscribers to satisfy our growth strategies.

In addition, advertisers generally rely on third-party measurement services to calculate our metrics, and these third-party measurement services may not reflect our true audience. If advertisers, partners, or investors do not perceive our subscriber, geographic, or other demographic metrics to be accurate representations of our subscriber base, or if we discover material inaccuracies in our subscriber, geographic, or other demographic metrics, our reputation may be seriously harmed, and our business and operating results could be materially and adversely affected.

Preparing and forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results, and if our operating and financial performance does not meet the guidance that we provide to the public, the market price of our common stock may decline.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the ~~U.S.~~United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. We base such estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, but actual results may differ from these estimates. Using such estimates has the potential to negatively impact the results we report which could negatively impact our stock price.

In addition, from time to time, we ~~may, but~~release guidance regarding our future performance. Such guidance is based upon a number of assumptions and estimates that, although presented with numerical specificity, are ~~not obligated~~inherently subject to ~~provide public guidance on~~business, economic and competitive uncertainties and contingencies, many of which are beyond our ~~expected operating~~control and ~~financial results for~~are based upon specific assumptions with respect to future ~~periods.~~business decisions, some of which will change. Any such guidance will be comprised of forward-looking statements subject to the risks and uncertainties described in this ~~prospectus~~Quarterly Report and in our other public filings and public statements. Our actual results may not always be in line with or exceed, and could differ materially from, any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce our guidance for future periods, the market price of our common stock may decline.

TV streaming is highly competitive and many companies, including large technology and entertainment companies, TV brands, and service operators, are actively focusing on this industry. If we fail to differentiate ourselves and compete successfully with these companies, it will be difficult for us to attract or retain subscribers and our business will be harmed.

TV streaming is increasingly competitive and global. Our success depends in part on attracting and retaining subscribers on, and effective monetization of, our platform. To attract and retain subscribers, we need to be able to respond efficiently to changes in consumer tastes and preferences and continue to increase the type and number of content offerings. Effective monetization requires us to continue to update the features and functionality of our streaming platform for subscribers and advertisers.

Companies such as AT&T, Comcast, Cablevision, Cox and Altice, along with ~~vMVPDs,~~virtual multichannel video programming distributors, such as YouTube TV, Hulu Live and Sling TV offer TV streaming products that compete with our platform. In many cases, these competitors have the financial resources to subsidize the cost of their streaming devices in order to promote their other products and services making it harder for us to acquire new subscribers and increase hours streamed. Similarly, some service operators, such as Comcast and Cablevision, offer TV streaming applications as part of their cable service plans and can leverage their existing consumer bases, installation networks, broadband delivery networks and name recognition to gain traction in the TV streaming market. Some of these companies also promote their brands through traditional forms of advertising, such as TV commercials, as well as Internet advertising or website product placement, and have greater resources than us to devote to such efforts.

In addition, many TV brands, such as LG, Samsung Electronics Co., Ltd. and VIZIO, Inc., offer their own TV streaming solutions within their TVs. Other devices, such as Microsoft’s Xbox and Sony’s PlayStation game consoles and many DVD and Blu-ray players, also incorporate TV streaming functionality.

We expect competition in TV streaming from the large technology companies and service operators described above, as well as new and growing companies, to increase in the future. This increased competition could result in pricing pressure, lower revenue and gross profit or the failure of our platform to gain or maintain broad market acceptance. To remain competitive, we need to continuously invest in product development and marketing. We may not have sufficient resources to continue to make the investments needed to maintain our competitive position. In addition, many of our competitors have longer operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, sales, marketing and other resources than us, which provide them with advantages in developing, marketing or servicing new products and offerings. As a result, they may be able to respond more quickly to market demand, devote greater resources to the development, promotion and sales of their products or the distribution of their content, and influence market acceptance of their products better than we can. These competitors may also be able to adapt more quickly to new or emerging technologies or standards and may be able to deliver products and services at a lower cost. New entrants may enter the TV streaming market with unique service offerings or approaches to providing video. In addition, our competitors may enter into business combinations or alliances that strengthen their competitive positions. Increased competition could reduce our market share, revenue and operating margins, increase our operating costs, harm our competitive position and otherwise harm our business.

If the advertisements and audience development campaigns and other promotional advertising on our platform are not relevant or not engaging to our subscribers, our growth in ~~active accounts~~subscribers, advertisers and hours streamed may be adversely impacted.

We have made, and are continuing to make, investments to enable advertisers to deliver relevant advertising content to subscribers on our platform. Existing and prospective advertisers may not be successful in serving ads and audience development campaigns and sponsoring other promotional advertising that lead to and maintain user engagement. Those ads may seem irrelevant, repetitive or overly targeted and intrusive. We are continuously seeking to balance the objectives of our subscribers and advertisers with our desire to provide an optimal user experience, but we may not be successful in achieving a balance that continues to attract and retain subscribers and advertisers. If we do not introduce relevant advertisements, audience development campaigns and other promotional advertising or such advertisements, audience development campaigns and other promotional advertising are overly intrusive and impede the use of our TV streaming platform, our subscribers may stop using our platform which will harm our business.

Our future growth depends on the acceptance and growth of OTT advertising and OTT advertising platforms.

We operate in a highly competitive advertising industry and we compete for revenue from advertising with other streaming platforms and services, as well as traditional media, such as radio, broadcast, cable and satellite TV, and satellite and internet radio. These competitors offer content and other advertising mediums that may be more attractive to advertisers than our streaming platform. These competitors are often very large and have more advertising experience and financial resources than we do, which may adversely affect our ability to compete for advertisers and may result in lower revenue and gross profit from advertising. If we are unable to increase our revenue from advertising by, among other things, continuing to improve our platform’s capabilities to further optimize and measure advertisers’ campaigns, increase our advertising inventory and expand our advertising sales team and programmatic capabilities, our business and our growth prospects may be harmed. We may not be able to compete effectively or adapt to any such changes or trends, which would harm our ability to grow our advertising revenue and harm our business.

Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio and print. The future growth of our business depends on the growth of OTT advertising, and on advertisers increasing their spend on advertising on our platform. Although traditional TV advertisers have showed growing interest in OTT advertising, we cannot be certain that their interest will continue to increase or that they will not revert to traditional TV advertising, especially if our customers no longer stream TV or significantly reduce the amount of TV they stream either as a result of the end of the COVID-19 pandemic or for other reasons. If advertisers, or their agency relationships, do not perceive meaningful benefits of OTT advertising, the market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

We may not be successful at expanding our content to areas outside our current content offering and even if we are able to expand into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live sports streaming service.

We currently have a reputation as primarily a live sports streaming service. We are making efforts to expand our content offerings outside live sports streaming, and currently offer a wide selection of news and entertainment content. However, we may not be successful at expanding our content to areas outside our current content offering, or maintaining content from our current content offering, and even if we are able to expand into other content areas and sustain such expansion, we may not be successful in overcoming our reputation as primarily a live sports streaming service.

If TV streaming develops more slowly than we expect, our operating results and growth prospects could be harmed. In addition, our future growth depends in part on the growth of TV streaming advertising.

TV streaming is a relatively new and rapidly evolving industry, making our business and prospects difficult to evaluate. The growth and profitability of this industry and the level of demand and market acceptance for our platform are subject to a high degree of uncertainty.

We believe that the continued growth of streaming as an entertainment alternative will depend on the availability and growth of cost-effective broadband Internet service, the quality of broadband content delivery, the quality and reliability of new devices and technology, the cost for subscribers relative to other sources of content, as well as the quality and breadth of content that is delivered across streaming platforms. These technologies, products and content offerings continue to emerge and evolve. Subscribers, content publishers or advertisers may find TV streaming platforms to be less attractive than traditional TV, which would harm our business. In addition, many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as TV, radio and print. The future growth of our business depends in part on the growth of TV streaming advertising, and on advertisers increasing spend on such advertising. We cannot be certain that they will do so. If advertisers do not perceive meaningful benefits of TV streaming advertising, then this market may develop more slowly than we expect, which could adversely impact our operating results and our ability to grow our business.

Changes in competitive offerings for entertainment video, including the potential rapid adoption of piracy-based video offerings, could adversely impact our business.

The market for entertainment video is intensely competitive and subject to rapid change. Through new and existing distribution channels, consumers have increasing options to access entertainment video. The various economic models underlying these channels include subscription, transactional, ad-supported, and piracy-based models. All of these have the potential to capture meaningful segments of the entertainment video market. Piracy in particular, threatens to damage our business, as its fundamental proposition to consumers is so compelling and difficult to compete against: virtually all content for free. Furthermore, in light of the compelling consumer proposition, piracy services are subject to rapid global growth. Traditional providers of entertainment video, including broadcasters and cable network operators, as well as Internet based e-commerce or entertainment video providers are increasing their streaming video offerings.

Several of these competitors have long operating histories, large customer bases, strong brand recognition, exclusive rights to certain content and significant financial, marketing and other resources. They may secure better terms from suppliers, adopt more aggressive pricing and devote more resources to product development, technology, infrastructure, content acquisitions and marketing. New entrants may enter the market or existing providers may adjust their services with unique offerings or approaches to providing entertainment video. Companies also may enter into business combinations or alliances that strengthen their competitive positions. If we are unable to successfully compete with current and new competitors, our business will be adversely affected, and we may not be able to increase or maintain market share or revenues.

Our products and services related to sports ~~betting will cause~~wagering subject our business ~~to become subject~~ to a variety of related U.S. and foreign laws, many of which are unsettled and still developing, and which could subject us to claims or otherwise harm our business. The violation of any such laws, any adverse change in any such laws or their interpretation, or the regulatory climate applicable to these ~~contemplated~~ products and services, or changes in tax rules and regulations or interpretation thereof related to these ~~contemplated~~ products and services, could adversely impact our ability to operate our business as we seek to operate in the future, and could have a material adverse effect on our financial condition and results of operations.

~~The intended~~We launched our Fubo Sportsbook app in Iowa in November 2021 and in Arizona in December 2021, and we expect to launch our Fubo Sportsbook app in additional states over the course of 2022 and beyond, including, among others, New Jersey, Ohio, Pennsylvania, Indiana, Louisiana, Virginia and Tennessee, in each case subject to obtaining requisite regulatory approvals. This expansion of our business into sports ~~betting~~wagering will generally subject us to the laws and regulations of the jurisdictions in which we will conduct our business or in some circumstances, of those jurisdictions in which our services are offered or are available, as well as the general laws and regulations that apply to all e-commerce businesses, such as those related to privacy and personal information, tax and consumer protection. These laws and regulations vary from one jurisdiction to another and future legislative and regulatory action, court decisions or other governmental action, which may be affected by, among other things, political pressures, attitudes and climates, as well as personal biases, may (along with existing laws and regulations) have a material adverse impact on our operations and financial results, or may prevent us from expanding into such businesses entirely. In particular, some jurisdictions have introduced regulations attempting to restrict or prohibit online gaming, while others have taken the position that online gaming should be licensed and regulated and have adopted or are in the process of considering legislation and regulations to enable that to happen. There is also risk that the U.S. federal government ~~of the U.S.~~ will enact new legislation relating to gaming, online gaming or sports wagering, or alter its interpretation of existing federal law as related to gaming, online gaming or sports wagering, which ~~would~~could have the effect of the limiting, delaying or halting the expansion of online gaming or sports wagering throughout the ~~U.S.~~United States.

Our growth prospects may also depend on the legal status of real-money gaming in various jurisdictions, predominantly within the ~~U.S.,~~United States, which is an initial area of focus, and legalization may not occur in as many states as we expect or may occur at a slower pace than we anticipate. Additionally, even if jurisdictions legalize real money gaming, this may be accompanied by legislative or regulatory restrictions, regulatory requirements and/or taxes that make it impracticable or less attractive to operate in those jurisdictions, or the process of implementing regulations or securing the necessary licenses to operate in a particular jurisdiction may take longer than we anticipate, which could adversely affect our future results of operations and make it more difficult to meet our expectations for financial performance.

In connection with the foregoing, future legislative and regulatory action, and court decisions or other governmental action, may have a material adverse impact on our operations and financial results. Governmental authorities could view us as having violated applicable laws, despite efforts to obtain all applicable licenses or approvals and otherwise comply with such laws. There is also a risk that civil and criminal proceedings, including class actions brought by or on behalf of prosecutors or public entities or incumbent monopoly providers, or private individuals, could be initiated against us, Internet service providers, credit card and other payment processors, advertisers and others involved in the sports ~~betting~~wagering industry who partner with, service or work with or for us. Such potential proceedings could involve substantial litigation expense, penalties, fines, seizure of assets, injunctions or other restrictions being imposed upon us or our licensees or other business partners, while diverting the attention of key executives. Such proceedings could have a material adverse effect on our business, financial condition, results of operations, and prospects, as well as impact our reputation.

Furthermore, there can be no assurance that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of the sports ~~betting~~wagering industry (or that existing laws in those jurisdictions will not be interpreted negatively). Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations, either as a result of our determination not to offer products or services in a jurisdiction or to cease doing so, or because a local license or approval may be costly for us or our business partners to obtain and/or such licenses or approvals may contain other commercially undesirable conditions.

Our ~~anticipated~~ participation in the sports ~~betting~~wagering industry ~~may expose~~exposes us to risks to which we have not previously been exposed, including risks related to trading, liability management, pricing risk, payment processing, palpable errors, and reliance on third-party sports data providers for real-time and accurate data for sporting events, among others. We may experience lower than expected profitability and potentially significant losses as a result of a failure to determine accurately the odds in relation to any particular event and/or any failure of its sports risk management processes.

Participation in the sports ~~sports betting~~wagering industry will expose our business to new risks that we have limited experience in handling. The nature and extent of such risks may be difficult to anticipate at this time, and therefore we may be relatively unprepared to manage these risks or may obtain inadequate insurance to cover potential claims resulting from these risks.

Any of the foregoing risks, or other risks we fail to anticipate as we further expand our business into the sports ~~betting~~wagering industry, could expose us to significant liability or have a material adverse effect on our business, financial condition and results of operations.

~~Our future~~The success of our sports ~~betting~~wagering business depends on our ability to gain market access in states as such states legalize sports wagering ~~activities,~~activities; the inability to gain such market access could have negative impacts on our future growth.

The prevailing trend in the ~~U.S.~~United States is for states to require sports wagering to be conducted by or through an existing licensed casino or ~~racetrack.~~racetrack or otherwise through a relationship with a professional sports team/venue. In such states where mobile or internet-based sports wagering is legal, each casino, racetrack or ~~racetrack~~professional sports team/venue often is permitted to offer sports wagering through a limited number of branded websites, known as skins. The number of skins each casino, racetrack or ~~racetrack~~professional sports team/venue is permitted to offer varies by state and is dictated by law, regulation, or policy. Casinos, racetracks and ~~racetracks~~professional sports teams/venues have, accordingly, begun to enter into agreements to allow third-party sports wagering operators to operate skins through the casino’s or racetrack’s ~~license.~~license or otherwise through a license or approval issued to a professional sports team/venue. Further, certain of these agreements provide for a sports wagering operator to obtain “second skin” or “third skin” access, meaning that another operator has the right to operate the first, and potentially the second, skin of a casino, racetrack or professional sports team/venue to the extent permitted by law. Consequently, if a state does not permit casinos, racetracks or ~~racetracks~~professional sports teams/venues to have more than one skin (or more than two skins as the case may be), an operator’s right to utilize a second skin (or third skin as the case may be) is rendered meaningless in such state. We ~~may~~have begun to enter into agreements allowing us market access via the right to operate specific skins. Certain of these agreements may contemplate us receiving second or third skins. Accordingly, should states not permit our future casino, racetrack or ~~racetrack~~professional sports team/venue partners to offer sports wagering through an adequate number of skins, we would not have access to such markets (unless we enter into additional agreements for market access). Our inability to gain access to offer mobile and internet sports wagering in states as such states legalize sports wagering could have a material adverse effect on our business. Further, states may adopt laws or promulgate regulations that impose regulatory restrictions, regulatory requirements and/or taxes that make it impracticable or less attractive to perform our obligations pursuant to our agreements for market access, which could have a material effect on our business.

There can be no assurance that we will be able to compete effectively or generate sufficient returns on our recently expanded sports wagering operations and launch of Fubo Sportsbook.

Our sports wagering operations compete, and will continue to compete, in a rapidly evolving and highly competitive market against an increasing number of competitors. We launched the Fubo Sportsbook app in Iowa in November 2021 and in Arizona in December 2021, and we expect to launch our Fubo Sportsbook app in additional states over the course of 2022 and beyond. We have entered into certain market access agreements with certain casinos, professional sports teams and other third parties and may enter into agreements with additional strategic partners and other third-party vendors. The success of our proposed sports wagering operations is dependent on a number of additional factors that are beyond our control, including the ultimate tax rates, regulatory restrictions, and requirements. and license fees charged by jurisdictions across the United States; our ability to gain market share in a newly developing market; the timeliness and the technological and popular viability of our products; our relationships with third-party providers (including platform providers) and the ability of these parties to meet specific delivery and performance objectives and to conform their offerings to the regulatory requirements of the jurisdictions in which we operate; our ability to compete with new entrants in the market; changes in consumer demographics and public tastes and preferences; cancellations and delays in sporting seasons and sporting events as a result of the COVID-19 pandemic; and the availability and popularity of other forms of entertainment. There can be no assurance that we will be able to compete effectively or that our expansion will be successful and generate sufficient returns on our investment.

We may not be able to achieve the expected benefits or financial returns of our launch of Fubo Sportsbook due to fees, costs, taxes, delays or disruptions in connection with its roll out. In part, we plan to leverage our TV streaming subscriber base to drive sportsbook user conversion, and vice versa, however there can be no assurance that our TV streaming subscribers will engage in sports wagering or that users of our Fubo Sportsbook app will subscribe to our TV streaming platform. In addition, the success of the Fubo Sportsbook roll out and continuing operations, including our ability to meet certain timing objectives, depends in part on the timeliness and quality of products and services provided by third-party providers (including platform providers) and our relationships with these third parties. We exercise limited control over third-party providers, which increases our vulnerability to any issues with the products and services they provide. More particularly, the success of our roll out and continuing operations will depend in part on the ability of such third-party providers to maintain their own gaming licenses and regulatory approvals and to conform their offerings to the regulatory requirements of the jurisdictions in which we operate or seek to operate. In this regard, our ability to obtain and maintain the requisite regulatory approvals to operate the Fubo Sportsbook app, including gaming testing laboratory approvals, is dependent in part on the quality and performance of the offerings of our third-party providers. If we were forced to terminate a relationship with a third-party provider and replace such provider, we may face significant delays in receiving the necessary regulatory approvals to commence operating or to continue operating our sports wagering business. Such delays could cause us to breach our obligations under our market access agreements. Any of the factors above could prevent us from receiving the expected returns of our launch of Fubo Sportsbook, cause the market price of our common stock to decline, and have a material adverse effect on our financial condition, results of operations, and cash flows.

Our sports wagering business depends on the ongoing support of payment processors, the quality and cost of which may be variable in certain jurisdictions.

Our sports wagering business ~~will depend~~depends on payment processing providers to facilitate the movement of funds between our sportsbook and our customer base. Anything that could interfere with or otherwise harm the relationships with payment service providers could have a material adverse effect on our businesses. Our ability to accept payments from our customers or facilitate withdrawals by them may be restricted by any introduction of legislation or regulations restricting financial transactions with online or mobile sports wagering operators or prohibiting the use of credit cards and other banking instruments for online or mobile sports wagering transactions, or by any other increase in the stringency of regulation of financial transactions, whether in general or in relation to the gambling industry in particular.

Stricter money laundering regulations may also affect the quickness and accessibility of payment processing systems, resulting in added inconvenience to customers. Card issuers and acquirers may dictate how transactions and products need to be coded and treated which could also make an impact on acceptance rates. Card issuers, acquirers, payment processors and banks may also cease to process transactions relating to the online or mobile sports wagering industry as a whole or as to certain operators. This would be due to reputational and/or regulatory reasons or in light of increased compliance standards of such third parties that seek to limit their business relationships with certain industry sectors considered as “high risk” sectors. It may also result in customers being dissuaded from accessing our product offerings if they cannot use a preferred payment option or the quality or the speed of the supply is not suitable or accessible. Any such developments may have a material and adverse effect on our future financial position.

Our sports ~~betting~~wagering business may experience significant losses with respect to individual events or ~~betting~~wagering outcomes.

Our sports ~~betting~~wagering fixed-odds ~~betting~~wagering products ~~will~~ involve ~~betting~~wagering where winnings are paid on the basis of the stake placed and the odds quoted. Odds are determined with the objective of providing an average return to the bookmaker over a large number of events and therefore, over the long term. In contrast, there can be significant variation in gross win percentage event-by-event and day-by-day. We ~~will~~ have systems and controls seeking to reduce the risk of daily losses occurring on a gross-win basis, but there can be no assurance that these will be effective in reducing their exposure, and consequently, our exposure to this potential risk in the future. As a result, in the short term, there is less certainty of generating a positive gross win, and we may experience significant losses with regard to individual events or ~~betting~~wagering outcomes, specifically if large, individual bets are placed on an event or ~~betting~~wagering outcome or series of events or ~~betting~~wagering outcomes. Odds compilers and risk managers are capable of human error, thus even noting that a number of ~~betting~~wagering products are subject to capped pay-outs, significant volatility can occur. Furthermore, there may be such a volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks. Any significant losses on a gross-win basis could have a material adverse effect on our business and its cash flows. This can result in a material adverse effect on its business, financial condition, and results of operations.

Our ~~betting~~wagering operations can fluctuate due to seasonal trends and other factors. Our operations (and thus their financial performance) are also dependent on the seasonal variations dictated by various sports calendars, which will have an effect on our financial performance of such operations.

Although we ~~will implement~~are implementing systems and controls to monitor and manage such risk stated above, there can be no assurance that these systems and controls will be effective in reducing the exposure to this risk. The effect of future fluctuations and single event losses could have a material adverse effect on our cash flows. This would create material adverse effect on our business, results of operations, financial condition and prospects.

The online and mobile sports wagering industries are intensely competitive and our potential inability to compete successfully could have a significant adverse impact.

There is heightened competition among online and mobile sports wagering providers. The online and mobile sports wagering ~~industries are shaped~~industry is characterized by increasing consumer demand and technological advances in the industry. These advances create greater and stronger competition for us. A number of established, well-financed companies producing online and mobile sports wagering products and services compete with our ~~proposed~~ product and service offerings. These competitors may spend more money and time on developing and testing products and services, undertake more extensive marketing campaigns, adopt more aggressive pricing or promotional policies, or otherwise develop more commercially successful products or services than us, which could negatively impact our business.

We must continually introduce and successfully market new and innovative technologies, product offerings and product enhancements to remain competitive and effectively procure customer demand, acceptance, and engagement as a result of the intense industry competition, along with other factors. The process of developing new product offerings and systems is unclear and complex, and new product offerings may not be well received by customers. Although we intend to continue investing in research and development, there can be no assurance that such investments will lead to successful new technologies or timely new product offerings or enhanced existing product offerings with product life cycles long enough to be successful. We may not recover the ~~often substantial~~often-substantial up-front costs of developing and marketing new technologies and product offerings or recover the opportunity cost of diverting management and financial resources away from other technologies and product offerings.

If the technology we use in operating our business fails, is unavailable, or does not operate to expectations, our business and results of operation could be adversely impacted.

We utilize a combination of proprietary and third-party technology to operate our business. This includes the technology that we have developed to recommend and merchandise content to our consumers as well as enable fast and efficient delivery of content to our subscribers and their various consumer electronic devices. For example, as part of the content delivery systems, we use third-party ~~CDNs.~~content delivery networks (“CDNs”). To the extent Internet Service Providers (“ISPs”) do not interconnect with our CDN or charge us to access their networks, or if we experience difficulties in our CDN’s operation, our ability to efficiently and effectively deliver our streaming content to our subscribers could be adversely impacted and our business and results of operation could be adversely affected.

Likewise, our system for predicting subscriber content preferences is based on advanced data analytics systems and our proprietary algorithms. We have invested, and will continue to invest, significant resources in refining these technologies; however, we cannot assure you that such investments will yield an attractive return or that such refinements will be effective. The effectiveness of our ability to predict subscriber content preferences depends in part on our ability to gather and effectively analyze large amounts of subscriber data. Our ability to predict content that our subscribers enjoy is critical to the perceived value of our platform among subscribers and failure to make accurate predictions could materially adversely affect our ability to adequately attract and retain subscribers and sell advertising to meet investor expectations for growth or to generate revenue. We also utilize third-party technology to help market our service, process payments, and otherwise manage the daily operations of our business. If our technology or that of ~~third-parties~~third parties we utilize in our operations fails or otherwise operates improperly, including as a result of “bugs” in our development and deployment of software, our ability to operate our service, retain existing subscribers and add new subscribers may be impaired. Any harm to our subscribers’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

We rely on third-party providers to validate the identity and identify the location of our users, and if such providers fail to perform adequately, provide accurate information or we do not maintain business relationships with them, our business, financial condition and results of operations could be adversely affected.

There is no guarantee that the third-party geolocation and identity verification systems that we rely on will perform adequately or be effective. We rely on our geolocation and identity verification systems to ensure we are in compliance with certain laws and regulations, and any service disruption to those systems would prohibit us from operating our offerings and would adversely affect our business. Additionally, incorrect or misleading geolocation and identity verification data with respect to current or potential users received from third-party service providers may result in us inadvertently allowing access to our offerings to individuals who should not be permitted to access them, or otherwise inadvertently deny access to individuals who should be able to access our offerings, in each case based on inaccurate identity or geographic location determination. Our third-party geolocation services provider relies on its ability to obtain information necessary to determine geolocation from mobile devices, operating systems, and other sources. Changes, disruptions or temporary or permanent failure to access such sources by our third-party services providers may result in their inability to accurately determine the location of our users. Moreover, our inability to maintain our existing contracts with third-party services providers, or to replace them with equivalent third parties, may result in our inability to access geolocation and identity verification data necessary for our day-to-day operations. If any of these risks materializes, we may be subject to disciplinary action, fines, lawsuits, and our business, financial condition and results of operations could be adversely affected.

We rely on other third-party sports data providers for real-time and accurate data for sporting events, and if such third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition and results of operations could be adversely affected.

We rely on third-party sports data providers to obtain accurate information regarding schedules, results, performance and outcomes of sporting events. We rely on this data to determine when and how bets are settled. We may experience errors in this data feed which may result in us incorrectly settling bets. If we cannot adequately resolve the issue with our users, our users may have a negative experience with our offerings, our brand or reputation may be negatively affected and our users may be less inclined to continue or resume utilizing our products or recommend our offerings to other potential users. As such, a failure or significant interruption in our service may harm our reputation, business and operating results.

Furthermore, if any of our sports data partners terminates its relationship with us or refuses to renew its agreement with us on commercially reasonable terms, we would need to find an alternate provider, and may not be able to secure similar terms or replace such providers in an acceptable time frame. Any of these risks could increase our costs and adversely affect our business, financial condition and results of operations. Further, any negative publicity related to any of our third-party partners, including any publicity related to regulatory concerns, could adversely affect our reputation and brand, and could potentially lead to increased regulatory or litigation exposure.

Fubo Sportsbook’s growth will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects.

Our ability to achieve growth in gaming revenue in the future will depend, in large part, upon our ability to attract new users to our sports wagering offerings, retain existing users of our offerings and reactivate users in a cost-effective manner. Achieving growth in our community of users may require us to increasingly engage in sophisticated and costly sales and marketing efforts, which may not generate a sufficient return on investment. We have used and expect to continue to use a variety of free and paid marketing channels, in combination with compelling offers and exciting games to achieve our objectives. For paid marketing, we intend to leverage a broad array of advertising channels, including television, radio, social media platforms, such as Facebook, Instagram, Twitter and Snap, affiliates and paid and organic search, and other digital channels, such as mobile display. If the search engines on which we rely modify their algorithms or change their terms around gaming, or if the prices at which we may purchase listings increase, then our costs could increase, and fewer users may click through to our website. If links to our website are not displayed prominently in online search results, if fewer users click through to our website, if our other digital marketing campaigns are not effective, or if the costs of attracting users through any of our current methods significantly increase, then our ability to efficiently attract new users could be reduced, our revenue could decline and our business, financial condition and results of operations could be harmed.

We cannot assure that consumer adoption of our Fubo Sportsbook product offerings will continue or exceed current growth rates, or that the industry will achieve more widespread acceptance.

The gaming industry is heavily regulated and our failure to obtain or maintain applicable licensure or approvals, or otherwise comply with applicable requirements, could be disruptive to our business and could adversely affect our operations.

We and our officers, directors, major shareholders, key employees, and business partners will generally be subject to the laws and regulations relating to sports wagering of the jurisdictions in which we ~~will~~ conduct such business.

The jurisdictions where we currently, or will in the future, operate have, or will have, their own regulatory framework, and more often than not these frameworks will require us to receive a license. Each jurisdiction ~~will normally require~~typically requires us to make detailed and extensive disclosures as to their beneficial ownership, their source of funds, the suitability and integrity of certain persons associated with the applicant, the applicant’s management competence, structure, and business plans, the applicant’s proposed geographical territories of operation, and the applicant’s ability to operate a gaming business in a socially responsible manner in compliance with regulation. Such jurisdictions ~~will~~ also impose ongoing reporting and disclosure obligations, both on a periodic and ad hoc basis in response to material issues affecting the business.

Our gaming-related technology ~~will~~is also be subject to testing and certification, generally designed to confirm matters such as the fairness of the gaming products offered by the business, their compliance with applicable law and regulation, their ability to accurately generate settlement instructions, and recover from outages.

Any gaming license may be revoked, suspended, or conditioned at any time. The loss of a gaming license in one jurisdiction, or failure to comply with regulatory requirements in a particular jurisdiction, could prompt the loss of a gaming license or affect our eligibility for such a license in another jurisdiction, could impact our ability to comply with licensing and regulatory requirements in other jurisdictions, or could cause the rejection of license applications or cancelation of existing licenses in other jurisdictions, or could cause payment processors or other third parties to stop providing services to us which we may rely upon to deliver or promote our services. These potential losses could cause us to cease offering some or all of ~~its~~our product offerings in the impacted jurisdictions. We may be unable to obtain or maintain all necessary registrations, licenses, permits or approvals, and could incur fines or experience delays related to the licensing process, which could adversely affect ~~its~~our operations. The process of determining suitability may be expensive and time-consuming. Our delay or failure to obtain gaming licenses in any jurisdiction may prevent us from offering ~~its~~our products in such jurisdiction, increasing our customer base and/or generating revenues. A gaming regulatory body may refuse to issue or renew a gaming license if we, or one of ~~its~~our directors, officers, employees, major shareholders or business partners: (i) is considered to be a detriment to the integrity or lawful conduct or management of gaming, (ii) no longer meets or refuses to comply with a licensing or registration requirement, (iii) has breached or is in breach of a condition of licensure or registration or an operational agreement with a regulatory authority, (iv) has made a material misrepresentation, omission or misstatement in an application for licensure or registration or in reply to an inquiry by a person conducting an audit, investigation or inspection for a gaming regulatory authority, (v) has been refused a similar gaming license in another jurisdiction, (vi) has held a similar gaming license in that state or another jurisdiction which has been suspended, revoked or cancelled, or (vii) has been convicted of an offence, inside or outside of the ~~U.S.~~United States that calls into question the honesty or integrity of us or any of our directors, officers, employees or associates.

Furthermore, our product offerings must be approved in most regulated jurisdictions in which they are offered; this process cannot be assured or guaranteed. It is a prolonged, potentially costly process to obtain these approvals. A developer and provider of online or mobile sports wagering products may pursue corporate regulatory approval with regulators of a particular jurisdiction while it pursues technical regulatory approval for its product offerings by that same jurisdiction. It is also possible that after incurring significant expenses and dedicating substantial time and effort towards such regulatory approvals, we may not obtain either of them. In the event we fail to obtain the necessary gaming license in a given jurisdiction, we would likely be prohibited from operating in that particular jurisdiction altogether. If we fail to seek, do not receive, or receive a suspension or revocation of a license in a particular jurisdiction for our product offerings (including any related technology and software), then we cannot operate in that jurisdiction and our gaming licenses in other jurisdictions may be impacted. We may not be able to obtain all necessary gaming licenses in a timely manner, or at all. These delays in regulatory approvals or failure to obtain such approvals may also serve as a barrier to entry to the market for our product offerings. Our operations and future prospects will be affected if we are unable to overcome these barriers to entry.

To the extent new sports wagering jurisdictions are established or expanded, we cannot guarantee we will be successful in penetrating such new jurisdictions or expanding our business or customer base in line with the growth of existing jurisdictions. As we directly or indirectly enter into new markets, we may encounter legal, regulatory, and political challenges that are difficult or impossible to foresee and which could result in an unforeseen adverse impact on planned revenues or costs associated with the new market opportunity. In the event we are unable to effectively develop and operate directly or indirectly within these new markets or if our competitors are able to successfully penetrate geographic markets that we cannot access or where we face other restrictions, then our business, operating results, and financial condition could be impaired. Our failure to obtain or maintain the necessary regulatory approvals in jurisdictions, whether individually or collectively, would have a material adverse effect on our business. We may need to be licensed, obtain approvals of our products and/or seek licensure of our officers, directors, major shareholders, key employees or business partners to expand into new jurisdictions. This is a costly and time-consuming process. Any delays in obtaining or difficulty in maintaining regulatory approvals needed for expansion within existing markets or into new jurisdictions can negatively affect our opportunities for growth. This includes the growth of our customer base, or delay in our ability to recognize revenue from our product offerings in any such jurisdictions.

Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our operations and financial results. There can be no assurance that legally enforceable and prohibiting legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate, or regulate various aspects of the Internet, e-commerce, payment processing, or the online and mobile ~~wagering~~betting and interactive entertainment industries (or that existing laws in those jurisdictions will not be interpreted negatively). Moreover, legislation may require us to pay certain fees in order to operate a sports wagering-related business. Such fees include integrity fees paid to sports leagues and/or fees required to obtain official sports-wagering related data. Compliance with any such legislation may have a material adverse effect on our business, financial condition and results of operations. We will strive to comply with all applicable laws and regulations relating to our business, However, it is possible that any requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules. We plan to tailor our product offerings to comply with requirements of each jurisdiction. Non-compliance with any such law or regulations could expose us to claims, proceedings, litigation and investigations by private parties and regulatory authorities, as well as substantial fines and negative publicity, each of which may have a material adverse effect on our business, financial condition, and results of operations.

We will be subject to regulatory investigations, which could cause us to incur substantial costs or require us to change our business practices in a materially adverse manner.

We expect to receive formal and informal inquiries from government authorities and regulators from time to time, including securities authorities, tax authorities and gaming regulators, regarding ~~its~~our compliance with laws and other matters. We expect to continue to be the subject of investigations and audits in the future as we continue to grow and expand our operations. Violation of existing or future regulatory orders or consent decrees could subject us to substantial monetary fines and other penalties providing a negative effect on our financial condition and results of operations. In addition, there is a possibility that future orders issued by, or inquiries or enforcement actions initiated by, government or regulatory authorities may cause us to incur substantial costs, expose us to unanticipated civil and criminal liability or penalties, or require us to change our business practices that may have materially adverse effects to our business.

We may not be able to capitalize on the expansion of sports wagering, including due to laws and regulations governing this industry.

We intend to capitalize on the expansion of legalized sports wagering throughout the ~~U.S.~~United States. The success of online and mobile sports wagering and our product offerings may be affected by future developments in social networks, mobile platforms, regulatory developments, payment processing laws, data and information privacy laws, and other factors that we are unable to predict and are beyond our control. Following these unpredictable issues, our future operating results relating to our sports wagering products are difficult to anticipate, and we cannot provide assurance that our product offerings will grow as expected or with success in the long term.

Additionally, our ability to successfully pursue our sports wagering strategy depends on the laws and regulations relating to wagering through interactive channels. There is considerable debate over online and interactive real-money gaming and opposition to it as well. There can be no assurance that this opposition will not succeed in preventing the legalization of online and mobile sports wagering in jurisdictions where it is presently prohibited, prohibiting, or limiting the expansion of such activities where it is currently permitted or causing the repeal of legalized online or mobile sports wagering in any jurisdiction. Any successful effort to limit the expansion of or prohibit legalized online or mobile sports wagering could have an adverse effect on our results of operations, cash flows and financial condition. Combatting such efforts to curtail expansion of, or limit or prohibit, legalized online and mobile sports wagering can again be time-consuming and can be extremely costly.

If we fail to comply with any existing or future laws or requirements, regulators may take action against us. This action could include fines, the conditioning, suspension or revocation of approvals, registrations, permits or licenses, and other disciplinary action. If we fail to adequately adjust to any such potential changes, its business, results of operations or financial condition could also be harmed.

Our shareholders will be subject to extensive governmental oversight, and if a shareholder is found unsuitable by a gaming authority, that shareholder may not be able to beneficially own, directly or indirectly, certain of our securities.

A number of jurisdictions’ gaming laws may require any of our shareholders to file an application, be investigated, and qualify or have his, her, or its suitability determined by gaming authorities. Gaming authorities have very broad discretion when ruling on whether an applicant should be deemed suitable or not. Subject to certain administrative proceeding requirements, the gaming authorities have the authority to deny any application or limit, condition, revoke or suspend any gaming license, or fine any person licensed, registered or found suitable or approved, for any cause deemed reasonable by the gaming authorities.

Any person found unsuitable by a gaming authority may not hold directly or indirectly ownership of any voting security or the beneficial or record ownership of any nonvoting security or any debt security of any company that is licensed with the relevant gaming authority beyond the time prescribed by the relevant gaming authority. A finding of unsuitability by a particular gaming authority impacts that person’s ability to associate or affiliate with gaming licensees in that specific jurisdiction and could impact the person’s ability to associate or affiliate with gaming license holders in other jurisdictions.

Many jurisdictions also require any person who obtains a beneficial ownership of more than a certain percentage, most ~~normally~~typically 5%, of voting securities of a publicly-traded gaming company or parent company thereof and, in some jurisdictions, non-voting securities to report the acquisition to gaming authorities. Gaming authorities may require such holders to apply for qualification or a finding of suitability, subject to limited exceptions for “institutional investors” that hold a company’s voting securities for investment purposes only. Other jurisdictions may also limit the number of gaming licenses with which a person may be associated.

As a result, we ~~intend~~plan to seek shareholder approval at our 2022 annual meeting of shareholders to adopt ~~certain amendments~~an amendment to our articles of incorporation to facilitate compliance with applicable gaming ~~regulations. These amendments,~~regulations and to otherwise operate in a manner consistent with best industry practices. This amendment, if approved, would provide us with the right, subject to certain conditions set forth in the proposed amendment to our articles of incorporation, to redeem shares held by an unsuitable ~~person. Such~~person (a “Disqualified Holder”). If the proposed amendment is approved, any redemption ~~may~~would be made at the per share purchase price equal to the average closing sale price of the ~~lesser of then fair market value and~~shares as reported during the ~~price at~~30 trading days prior to the date upon which the ~~stockholder acquired~~company informs the ~~shares.~~shareholder of his, her or its status as a Disqualified Holder or, if the shares are not publicly traded at that time, the fair value of the shares as determined by the Board in accordance with the provisions of the proposed amendment. Such redemption rights may negatively affect the trading price and/or liquidity of our shares. The utilization of such redemption rights may also negatively impact our cash flows and financial condition.

If government regulations relating to the Internet or other areas of our business change, we may need to alter the manner in which we conduct our business and we may incur greater operating expenses.

We are subject to general business regulations and laws, as well as regulations and laws specific to the Internet, which may include laws and regulations related to user privacy, data protection, information security, consumer protection, payment processing, taxation, intellectual property, electronic contracts, Internet access and content restrictions. We cannot guarantee that we have been or will be fully compliant in every jurisdiction. Litigation and regulatory proceedings are inherently uncertain, and the laws and regulations governing issues such as privacy, payment processing, taxation and consumer protection related to the Internet continue to develop.

As our service and others like us gain traction in international markets, governments are increasingly looking to introduce new or extend legacy regulations to these services, in particular those related to broadcast media and tax. For example, European law enables individual member states to impose levies and other financial obligations on media operators located outside their jurisdiction. Several jurisdictions have and others may, over time, impose financial and regulatory obligations on us. In addition, the continued growth and development of the market for online commerce may lead to more stringent consumer protection laws, which may impose additional burdens on us. If we are required to comply with new regulations or legislation or new interpretations of existing regulations or legislation, this compliance could cause us to incur additional expenses or alter our business model.

Laws relating to the liability of providers of online services for activities of their subscribers and other third parties have been tested by a number of claims, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the advertisements posted, or the content provided by subscribers. In some instances, we have certain protections against claims related to such subscriber generated content, including or defamatory content. Specifically, Section 230 of the Communications Decency Act (the “CDA”) provides immunity from liability for providers of an interactive computer service who publish defamatory information provided by users of the service. Immunity under the CDA has been well-established through case law. Specifically, Section 230 of the Communications Act of 1934, which codifies the Communications Decency Act, provides immunity from civil liability for providers of an interactive computer service with respect to content provided by users of the service. Immunity under Section 230 for defamation and related claims has been well-established through case law. On a regular basis, however, ~~challenges to both laws~~parties in litigation seek to limit ~~immunity. For example, a recent executive order and a letter from several senators to~~ the ~~Federal Communications Commission (the “FCC”) have renewed calls for the protections~~scope of immunity under Section 230, and government officials and others propose to ~~be scaled back.~~eliminate or reduce existing liability protections via legislation. Any such changes could affect our ability to claim protection under ~~the CDA.~~Section 230.

Moreover, as Internet commerce and advertising continues to evolve, increasing regulation by federal, state and foreign regulatory authorities becomes more likely. For example, California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure requirements when entering into automatically renewing contracts with consumers. Other states have enacted similar laws in recent years. As a result, a wave of consumer class action lawsuits has been brought against companies that offer online products and services on a subscription or recurring basis, and we have received a letter alleging that we may have violated such a law. Any failure, or perceived failure, by us to comply with any of these laws or regulations could result in damage to our reputation, lost business, and proceedings or actions against us by governmental entities or others, which could impact our operating results. As we improve our TV streaming platform, we may also be subject to new laws and regulations specific to such technologies.

Acceptance and processing of payments are subject to certain rules and regulations, including additional authentication and security requirements for certain payment methods, and require payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment ecosystem, such as large re-issuances of payment cards, delays in receiving payments from payment processors, changes to rules or regulations concerning payments, loss of payment partners and/or disruptions or failures in the operations or security of our payment processing systems, partner systems or payment products, including products we use to update payment information, our revenue, operating expenses and results of operation could be adversely impacted.

We may be subject to fines or other penalties imposed by the Internal Revenue Service and other tax authorities.

Certain of our subsidiaries are currently delinquent in filing annual tax returns with the Internal Revenue Service and several states. We are in the process of working with our subsidiaries to remedy this issue by filing these delinquent tax returns. WeAlthough we do not believe taxes are due, we may be subject to penalties and interest ~~with~~by the tax authorities because of the late tax returns. There can be no assurance that we will remedy our delinquent filings sufficiently, and we may face penalties and fees which would adversely affect our operating results and investors’ confidence in our internal operations.

We could be required to collect additional sales and other similar taxes or be subject to other tax liabilities that may increase the costs our customers would have to pay for our subscriptions and adversely affect our operating results.

Sales, ~~and use,~~ value-added, goods and services, and similar tax laws ~~and rates~~ are complicated and vary greatly by jurisdiction. ~~There~~Although the vast majority of states have considered or adopted laws that impose collection obligations on out-of-state companies for such taxes, there is significant uncertainty as to what constitutes sufficient nexus for a state or local jurisdiction to levy taxes, fees, and surcharges for sales made over the internet, as well as whether our subscriptions are subject to tax in various jurisdictions. ~~The vast majority of states have considered or adopted laws that impose collection obligations on out-of-state companies for such taxes.~~ Additionally, the Supreme Court of the ~~U.S.~~United States ruled in South Dakota v. Wayfair, Inc. et. al. (Wayfair) that online sellers can be required to collect sales ~~and use~~ tax despite not having a physical presence in the buyer’s state. In response to Wayfair, or otherwise, states or local governments may enforce laws requiring us to calculate, collect, and remit taxes on sales in their jurisdictions. We have not always collected sales and other similar taxes in all jurisdictions in which we are required to. We may be obligated to collect and remit sales tax in jurisdictions in which we have not previously collected and remitted sales tax. A successful assertion by one or more states requiring us to collect taxes where we historically have not or presently do not do so could result in substantial tax liabilities, including taxes on past sales, as well as penalties and interest. The imposition by state governments or local governments of sales tax collection obligations on out-of-state sellers could also create additional administrative burdens for us and decrease our future sales, which could adversely affect our business and operating results.

We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Judgment is required in determining our global provision for income taxes, value added and other similar taxes, deferred tax assets or liabilities and in evaluating our tax positions on a worldwide basis. It is possible that our tax positions may be challenged by jurisdictional tax authorities, which may have a significant impact on our global provision for income taxes.

Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are taken into account for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing the tax positions of multinational companies. If U.S. or other foreign tax authorities change applicable tax laws, our overall liability could increase, and our business, financial condition or results of operations may be adversely impacted. In addition, the U.S. government may enact significant changes to the taxation of business entities including, among others, an increase in the corporate income tax rate Furthermore, governmental agencies in domestic and international jurisdictions in which we and our affiliates do business, as well as the Organization for Economic Cooperation and Development, have recently focused on issues related to the taxation of multinational corporations (such as “base erosion and profit shifting”) and proposed potential changes to existing legislation (such as the imposition of minimum taxes). We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business.

Social responsibility concerns and public opinion can significantly influence the regulation of sports wagering and impact responsible gaming requirements, each of which could impact our business and could adversely affect our operations.

Public opinion can meaningfully affect sports wagering regulation. A negative shift in sports wagering perception by the public, by politicians or by others could impact future legislation or regulation in different jurisdictions. Moreover, such a shift could cause jurisdictions to abandon proposals to legalize sports wagering, thereby limiting the number of new jurisdictions into which we could expand. Negative public perception also can lead to new, harsher restrictions on sports wagering. It also could promote prohibition of sports wagering in jurisdictions where sports wagering is presently legal.

Concerns with responsible ~~betting~~wagering and gaming could lead to negative publicity, resulting in increased regulatory attention, which may result in restrictions on our operations. If we had to restrict our marketing or product offerings or incur increased compliance costs, a material adverse effect on its business, results of operations, financial condition and prospects could result.

The COVID-19 pandemic and the global attempt to contain it may harm our industry, business, results of operations and ability to raise additional capital.

The global spread of COVID-19 and the various attempts to contain it created significant volatility, uncertainty and economic disruption. In response to government mandates, health care advisories and employee concerns, we have altered certain aspects of our operations. ~~Travel~~Since early 2020, sports content has ~~been curtailed,~~continued to be impacted by COVID-19 due to travel restrictions and numerous professional and college sports leagues ~~have cancelled~~cancelling or ~~altered~~altering seasons and events. As a result, our broadcasting partners had and are having to substitute other content in the place of previously scheduled live sporting events. While professional sports are returning in the United States, there is no guarantee that those seasons continue uninterrupted or at all. The potential further delay or cancellation of professional and college sports may cause us to temporarily have less popular content available on our platform, which could negatively impact consumer demand for and subscription retention to our platform and our number of paid subscribers.

The full extent to which the COVID-19 pandemic and the various responses to it impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the actions of professional and college sports leagues; the availability and cost to access the capital markets; the effect on our subscribers and subscriber demand for and ability to pay for our platform; disruptions or restrictions on our employees’ ability to work and travel; and interruptions or restrictions related to the provision of streaming services over the internet, including impacts on ~~content delivery networks~~CDNs and streaming quality. During the COVID-19 pandemic, we may not be able to provide the same level of customer service that our subscribers are used to, which could negatively impact their perception of our platform resulting in an increase in cancellations. There can be no assurance that financing may be available on attractive terms, if at all. Our workforce ~~has had~~continues to spend a significant amount of time working from home, which may impact their productivity. Such limitations caused by the pandemic have also resulted in us seeking extensions for our current and periodic filings with the SEC. We will continue to actively monitor the issues raised by the COVID-19 pandemic, including the spread of variants, and may take further actions that alter our business operations as may be required by federal, state, local or foreign authorities, or that we determine are in the best interests of our employees, subscribers and shareholders. It is not clear what the potential effects any such alterations or modifications may have on our business, including the effects on our subscribers, or on our financial results.

We could be subject to claims or have liability based on defects with respect to certain historical corporate transactions that were not properly authorized or documented.

We have determined that there have been defects with respect to certain historical corporate transactions relating to FaceBank Group, Inc., including transactions that were not or may not have been properly approved by our board of directors, transactions that may have breached our organizational documents, or transactions that may not have been adequately documented.

While we have attempted to narrow potential future claims by taking certain remedial corporate actions, the scope of liability with respect to such defects is uncertain and we cannot be sure that these actions will entirely remediate these defects or that we will not receive claims in the future from other persons asserting rights to shares of our capital stock, to stock options, or to amounts owed under other equity or debt instruments or investment contracts. To the extent any such claims are successful, the claims could result in dilution to existing shareholders, payments by us to note holders or security holders, us having to comply with registration or other investor rights, which could have a material adverse effect on our business, financial condition and results of operations.

Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.

From time to time, we may be subject to litigation or claims that could negatively affect our business operations and financial position. We may face allegations or litigation related to our acquisitions, securities issuances or business practices. For example, putative class action lawsuits have been filed by certain of our shareholders against us and certain of our officers and directors alleging certain violations of the federal securities laws in connection with certain statements we have made regarding our business and financial condition. In addition, certain of our shareholders have filed related derivative lawsuits against certain of our officers and directors alleging certain federal securities law violations and that the officers and directors breached their fiduciary duties and committed corporate waste. The securities class action litigations described above remain pending; however, the derivative lawsuits were dismissed with prejudice in June 2021. Litigation disputes, including the disputes we are currently facing, could cause us to incur unforeseen expenses, result in content unavailability, and otherwise occupy a significant amount of our management’s time and attention, any of which could negatively affect our business operations and financial position. While the ultimate outcome of investigations, inquiries, information requests and related legal proceedings is difficult to predict, such matters can be expensive, time-consuming and distracting, and adverse resolutions or settlements of those matters may result in, among other things, modification of our business practices, reputational harm or costs and significant payments, any of which could negatively affect our business operations and financial position.

The quality of our customer support is important to our subscribers, and if we fail to provide adequate levels of customer support, we could lose subscribers, which would harm our business.

Our subscribers depend on our customer support organization to resolve any issues relating to our platform. A high level of support is critical for the successful marketing of our platform. Providing high-level support is further challenging during the COVID-19 pandemic and resulting remote work environment. If we do not effectively train, update and manage our customer support organization that assists our subscribers in using our platform, and if that support organization does not succeed in helping them quickly resolve any issues or provide effective ongoing support, it could adversely affect our ability to sell subscriptions to our platform and harm our reputation with potential new subscribers.

We ~~could~~may be unable to successfully expand our international operations and our international expansion plans, if implemented, will subject us to a variety of economic, political, regulatory and other ~~risks arising from~~risks.

We currently generate the vast majority of our revenue in the United States and have limited experience marketing, selling, licensing, running or monetizing our platform outside the United States. In addition, we have limited experience managing the administrative aspects of a global organization.

Outside of the United States, we operate in Canada, Spain, and, through our acquisition of Molotov, France. We also have offices and employees based in India through our acquisition of Edisn Inc. in December 2021. While we intend to continue to explore opportunities to expand our business in international ~~operations.~~markets in which we see compelling opportunities, we may not be able to create or maintain international market demand for our platform.

Operating in international markets requires significant resources and management attention and subjects us to economic, political, regulatory and other risks that may be different from or incremental to those in the ~~U.S.~~United States. In addition to the risks that we face in the ~~U.S.,~~United States, our international operations involve risks that could adversely affect our business, including:

If we invest substantial time and resources to expand our international operations and are unable to do so successfully and in a timely manner, our business and financial condition may be harmed. Our failure to manage any of these risks successfully could harm our international operations and our overall business and results of our operations.

Our operations outside the U.S. may be adversely affected by the operation of laws in those jurisdictions.

Our operations in non-U.S. jurisdictions are in many cases subject to the laws of the jurisdictions in which they operate rather than U.S. law. Laws in some jurisdictions differ in significant respects from those in the U.S. These differences can affect our ability to react to changes in our business, and our rights or ability to enforce rights may be different than would be expected under U.S. law. Moreover, enforcement of laws in some overseas jurisdictions can be inconsistent and unpredictable, which can affect both our ability to enforce our rights and to undertake activities that we believe are beneficial to our business. In addition, the business and political climate in some jurisdictions may encourage corruption, which could reduce our ability to compete successfully in those jurisdictions while remaining in compliance with local laws or U.S. anti-corruption laws applicable to our businesses. As a result, our ability to generate revenue and our expenses in non-U.S. jurisdictions may differ from what would be expected if U.S. law governed these operations.

We depend on highly skilled key personnel to operate our business, and if we are unable to attract, retain, and motivate qualified personnel, our ability to develop and successfully grow our business could be harmed.

We believe that our future success is highly dependent on the talents and contributions of Edgar Bronfman, our Executive Chairman, David Gandler, our Co-Founder and Chief Executive Officer, other members of our executive team, and other key employees, such as engineering, finance, legal, research and development, marketing, and sales personnel. Our future success depends on our continuing ability to attract, develop, motivate, and retain highly qualified and skilled employees. All of our employees, including our senior management, are free to terminate their employment relationship with us at any time, and their knowledge of our business and industry may be difficult to replace. Qualified individuals are in high demand, particularly in the digital media industry, and we may incur significant costs to attract them. We use equity awards to attract talented employees, but if the value of our common stock declines significantly and remains depressed, that may prevent us from recruiting and retaining qualified employees. If we are unable to attract and retain our senior management and key employees, we may not be able to achieve our strategic objectives, and our business could be harmed. In addition, we believe that our key executives have developed highly successful and effective working relationships. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees. If one or more of these individuals leave, we may not be able to fully integrate new executives or replicate the current dynamic and working relationships that have developed among our senior management and other key personnel, and our operations could suffer.

The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.

Our financial performance is subject to worldwide economic conditions and their impact on levels of advertising spending. Expenditures by advertisers generally tend to reflect overall economic conditions, and to the extent that the economy continues to stagnate, reductions in spending by advertisers could have a material adverse impact on our business. Historically, economic downturns have resulted in overall reductions in advertising spending.

Economic conditions may adversely impact levels of consumer spending, which could adversely impact ~~our~~the number of ~~subscribers.~~

users of our TV streaming and sports wagering platforms. Consumer purchases of discretionary items generally decline during recessionary periods and other periods in which disposable income is adversely affected. To the extent that overall economic conditions reduce spending on discretionary activities, our ability to retain current and obtain new subscribers could be hindered, which could reduce our subscription and gaming revenue and negatively impact our business.

Changes in how we market our service could adversely affect our marketing expenses and subscription levels may be adversely affected.

We utilize a broad mix of marketing and public relations programs, including social media sites, to promote our service and content to existing and potential new subscribers. We may limit or discontinue use or support of certain marketing sources or activities if advertising rates increase or if we become concerned that subscribers or potential subscribers deem certain marketing platforms or practices intrusive or damaging to our brand. If the available marketing channels are curtailed, our ability to engage subscribers and attract new subscribers may be adversely affected.

Companies that promote our service may decide that we negatively impact their business or may make business decisions that in turn negatively impact us. For example, if they decide that they want to compete more directly with us, enter a similar business or exclusively support our competitors, we may no longer have access to their marketing channels. We also acquire a number of subscribers who re-join our service having previously canceled their subscription. If we are unable to maintain or replace our sources of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscription levels and marketing expenses may be adversely affected.

We utilize marketing to promote our content, drive conversation about our content and service, and drive viewing by our subscribers. To the extent we promote our content inefficiently or ineffectively, we may not obtain the expected acquisition and retention benefits and our business may be adversely affected.

We continue to pursue and may in the future engage in strategic acquisitions and investments, which involve a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions and investments could harm our business.

~~We continue~~From time to ~~pursue and may~~time, we acquire or invest in ~~the future acquire~~ businesses, products or technologies to expand our offerings and capabilities, subscriber base and business. The ~~entities acquired in~~risks associated with such acquisitions ~~may not be profitable~~or investments include: the difficulty of integrating solutions, operations, and ~~may have significant liabilities.~~personnel; inheriting liabilities and exposure to litigation; failure to realize anticipated benefits and expected synergies; and diversion of management’s time and attention, among other risks related to strategic transactions. We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions. Any acquisition could be material to our financial condition and results of operations. Also, any anticipated benefits from a given acquisition, including, but not limited to, the acquisition of Vigtory, Inc. in February 2021 and Edisn Inc. and Molotov in December 2021, may never materialize. In addition, the process of integrating any businesses, products or technologies acquired by us may create unforeseen operating difficulties and expenditures and we may have difficulties retaining key employees. ~~Any acquisitions~~Acquisitions in international markets, ~~would~~including Edisn Inc. and Molotov, involve additional risks, including those related to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may not be ~~able to address these~~successful in overcoming such risks, ~~successfully, or at all, without incurring significant costs, delays or other operational problems,~~ and such acquisitions and investments may negatively impact our business. In addition, if we ~~were unable~~do not complete an announced acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to ~~address such risks successfully,~~the extent anticipated. Acquisitions and investments may contribute to fluctuations in our ~~business~~quarterly financial results. These fluctuations could ~~be harmed.~~arise from transaction-related costs and charges associated with eliminating redundant expenses or write-offs of impaired assets recorded in connection with acquisitions and investments and could negatively impact our financial results.

We are subject to a number of legal requirements and other obligations regarding privacy, security, and data protection, and any actual or perceived failure to comply with these requirements or obligations could have an adverse effect on our reputation, business, financial condition and operating results.

Various international, federal, and state laws and regulations govern the processing of personal information, including the collection, use, retention, transfer, sharing and security of the data we receive from and about our subscribers and other individuals. The regulatory environment for the collection and processing of data relating to individuals, including subscriber and other consumer data, by online service providers, content distributors, advertisers and publishers is unsettled in the ~~U.S.~~United States and internationally. Privacy groups and government bodies, including the Federal Trade Commission, increasingly have scrutinized issues relating to the use, collection, storage, disclosure, and other processing of data, including data that is associated with personal identities or devices, and we expect such scrutiny to continue to increase. Various federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations limiting, or laws and regulations covering the processing, collection, distribution, use, disclosure, storage, transfer and security of certain types of information. In addition to government regulation, self-regulatory standards and other industry standards may legally or contractually apply to us, be argued to apply to us, or we may elect to comply with such standards or facilitate compliance by content publishers, advertisers, or others with such standards.

For example, the California Consumer Privacy Act ~~or CCPA,~~(“CCPA”), became operative on January 1, 2020. The CCPA requires covered businesses to provide new disclosures to California consumers, and to afford such consumers the ability to access and delete their personal information, opt out of certain personal information activities, and receive details about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. California voters also approved a modification of the CCPA, the California Privacy Rights Act, or CPRA, in the November 2020 election. The CPRA significantly expands the rights under the CCPA. The CCPA and CPRA may increase our compliance costs and exposure to liability. Similarly, Virginia recently adopted the Virginia Consumer Data Protection Act, or VCDPA, which will go into effect on January 1, 2023. The VCDPA will grant Virginia residents certain rights with respect to their personal data, has notice obligations, requires consent in some circumstances, among other things. While there is no private right of action, the VCDPA empowers the Attorney General to enforce the law. As with the CCPA and the CPRA, the VCDPA may increase our compliance costs and exposure to liability. Other U.S. states are considering adopting similar laws.

Additionally, our use of subscriber data to deliver relevant advertising on our platform places us and our content publishers at risk for claims under a number of other unsettled laws, including the Video Privacy Protection Act, or VPPA. Some content publishers have been engaged in litigation over alleged violations of the VPPA relating to activities on online platforms in connection with advertising provided by unrelated third parties. The Federal Trade Commission has also revised its rules implementing the Children’s Online Privacy Protection Act, or COPPA Rules, broadening the applicability of the COPPA Rules, including by expanding the types of information that are subject to these regulations. The COPPA Rules could effectively apply to limit the information that we and, our content publishers and advertisers collect and use, the content of advertisements and certain channel partner content. We and our content publishers and advertisers could be at risk for violation or alleged violation of these and other laws, regulations, and other standards and contractual obligations relating to privacy, data protection, and information security.

In the European Union ~~or EU,~~(“EU”) and its member states, there are laws and regulations that in some circumstances require informed consent for the placement of cookies or other tracking technologies and the delivery of relevant advertisements. More generally, the EU General Data Protection Regulation 2016/679, or the GDPR, which has been in effect since May 25, 2018, imposes stringent obligations relating to data protection and ~~security~~security. Further, the departure of the United Kingdom (“UK”) from the EU has created a separate regime with similarly onerous obligations. The GDPR, and UK data protection law, each authorizes authorize regulators to impose sanctions, including changes to data processing, and each allow for fines of up to 4% of global annual revenue or €20 million (£17.5 million), whichever is greater, for certain violations.

Further, the departure of the United Kingdom, or UK, from the EU has created uncertainty with regard to data protection regulation in the UK. In particular, while the UK has implemented the UK General Data Protection Regulation, and the UK Data Protection Act of 2018, which implements and complements the UK GDPR are still in force, it is unclear whether the UK will receive an adequacy decision from the European Commission that would allow the lawful transfer of data from the European Economic Area, or EEA, to the UK under that adequacy decision. Should the UK not be deemed adequate, transfers of data between the UK and the EEA will need to be pursuant to a different transfer mechanism, such as the entry of Standard Contractual Clauses approved by the European Commission. Failure to comply with these obligations could subject us to liability. Additionally, we may incur expenses, costs, and other operational losses under the GDPR and the privacy laws of applicable EU Member States and the UK in connection with any measures we take to comply with such laws.

Although certain legal mechanisms have been designed to allow for the transfer of personal data from the UK, EEA and Switzerland to the ~~U.S.,~~United States, uncertainty about compliance with such data protection laws remains and such mechanisms may not be available or applicable with respect to the personal data processing activities necessary to research, develop and market our products. For example, legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the EEA to the U.S. have resulted in further limitations on the ability to transfer personal data across borders. In particular certain governments have been unable to reach agreement on or maintain existing mechanisms designed to support cross-border data transfers, such as the EU-U.S. and Swiss-U.S. Privacy Shield Frameworks. Specifically, onin July ~~16,~~ 2020, the Court of Justice of the European Union invalidated Decision 2016/1250 on the adequacy of the protection provided by the EU-U.S. Privacy Shield Framework. To the extent that we have relied on the EU-U.S. Privacy Shield Framework in the past, we will not be able to do so in the future, which(“CJEU”) limited how organizations could increase our costs and limit our ability to process personal data from the EEA. The same decision also challenged the ability to use one of the primary alternatives to the Privacy Shield, namely, the European Commission’s Standard Contractual Clauses, to lawfully transfer personal data from the EU/EEA to the ~~U.S.~~United States by invalidating the Privacy Shield for purposes of international transfers and ~~most other~~imposing further restrictions on the use of standard contractual clauses (“SCCs”). The European Commission issued revised SCCs on June 4, 2021 to account for the decision of the CJEU and recommendations made by the European Data Protection Board. The revised SCCs must be used for relevant new data transfers from September 27, 2021; existing standard contractual clauses arrangements must be migrated to the revised clauses by December 27, 2022. The new SCCs apply only to the transfer of personal data outside of the EEA and not the United Kingdom; the UK’s Information Commissioner’s Office launched a public consultation on its draft revised data transfers mechanisms in August 2021 and laid its proposal before Parliament, with the UK SCCs expected to come into force in March 2022, with a grace period. There is some uncertainty around whether the revised clauses can be used for all types of data transfers, particularly whether they can be relied on for data transfers to non-EEA entities subject to the GDPR. As authorities issue further guidance on data transfer mechanisms, including circumstances where the SCCs cannot be used, and/or start taking enforcement action, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if we are otherwise unable to transfer personal data between and among countries ~~without additional measures~~and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or ~~assurances.~~segregation of our relevant systems and operations, and could adversely affect our financial results.

In recent years, European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. In the EEA and the U.K., under national laws derived from the ePrivacy Directive, informed consent is required for the placement of a cookie or similar technologies on a user’s device and for direct electronic marketing. The GDPR also imposes conditions on obtaining valid consent for cookies, such as a prohibition on pre-checked consents and a requirement to ensure separate consents are sought for each type of cookie or similar technology. The current national laws that implement the ePrivacy Directive are highly likely to be replaced across the EEA (but not directly in the UK) by the ePrivacy Regulation which will significantly increase fines for non-compliance. In addition, recent European court decisions and regulatory guidance are driving increased attention to cookies and tracking technologies. For example, in December 2020 the French data protection regulator (the CNIL) imposed fines of EUR 100 million and EUR 35 million respectively against certain entities for alleged breaches of cookies consent and transparency requirements; and in December 2021, the CNIL imposed fines of EUR 150 million and EUR 60 million against certain entities for alleged failures to allow users to easily reject cookies.

Complying with the GDPR, CCPA, VCDPA, and other laws, regulations, and other obligations relating to privacy, data protection, data localization or security may cause us to incur substantial operational costs or require us to modify our data handling practices. We also expect that there will continue to be new proposed laws and regulations concerning privacy, data protection and information security, and we cannot yet determine the impact such future laws, regulations and standards, or amendments to, expansions of or re-interpretations of, existing laws and regulations, industry standards, or other obligations may have on our business. New laws and regulations, amendments to, expansions of or re-interpretations of existing laws and regulations, industry standards, and contractual and other obligations may require us to incur additional costs and restrict our business operations.

Furthermore, the interpretation and application of laws, regulations, standards, contractual obligations and other obligations relating to privacy, data processing and protection, and information security are uncertain, and these laws, standards, and contractual and other obligations (including, without limitation, the Payment Card Industry Data Security Standard) may be interpreted and applied in a manner that is, or is alleged to be, inconsistent with our data management and processing practices, our policies or procedures, or the features of our platform. We may face claims or allegations that we are in violation of these laws, regulations, standards, or contractual or other obligations. We could be required to fundamentally change our business activities and practices or modify our platform or practices to address laws, regulations, or other obligations relating to privacy, data protection, or information security, or claims or allegations that we have failed to comply with any of the foregoing, which could have an adverse effect on our business. We may be unable to make such changes and modifications in a commercially reasonable manner or at all, and our ability to develop new features could be limited.

Increased regulation of data collection, use and distribution practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws and regulations, all could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business. Additionally, the costs of compliance with, and other burdens imposed by, the laws, regulations, and policies that are applicable to the businesses of content publishers and advertisers may limit their use and adoption of, and reduce the overall demand for, our platform and advertising on our platform, and content publishers and advertisers may be at risk for violation or alleged violation of laws, regulations, and other standards relating to privacy, data protection, and information security relating to their activities on our platform. More generally, privacy, data protection, and information security concerns, whether or not valid, may inhibit market adoption of our platform, particularly in certain countries.

Any actual or perceived inability to adequately address privacy, data protection or security-related concerns, even if unfounded, or to successfully negotiate privacy, data protection or security-related contractual terms with content publishers, card associations, advertisers, or others, or to comply with applicable laws, regulations and other obligations relating to privacy, data protection, and security, could result in additional cost and liability to us. We may face regulatory investigations and proceedings, claims and litigation by governmental entities and private parties, damages for contract breach, damage to our reputation, restrictions on the use of our platform by advertisers and sales of subscriptions to our platform, and additional liabilities as a result, all of which could harm our business, reputation, financial condition, and results of operations.

Any significant interruptions, delays or discontinuations in service or disruptions in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of service, unauthorized disclosure of data, including subscriber and corporate information, or theft of intellectual property, including digital content assets, which could adversely impact our business.

Our reputation and ability to attract, retain and serve our subscribers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations. These systems may be subject to damage or interruption from, among other things, earthquakes, adverse weather conditions, other natural disasters, terrorist attacks, rogue employees, employees who are inattentive or careless and cause security vulnerabilities, power loss, telecommunications failures, and cybersecurity risks. Interruptions in these systems, or with the Internet in general, could make our service unavailable or degraded or otherwise hinder our ability to deliver our service. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our subscription to existing and potential subscribers.

Our computer systems and those of third parties we use in our operations are subject to cybersecurity threats, including cyber-attacks such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions. These systems periodically experience directed attacks intended to lead to interruptions and delays in our service and operations as well as loss, misuse or theft of personal information and other data, content, confidential information, trade secrets or intellectual property. Additionally, outside parties may attempt to induce employees or subscribers to disclose sensitive or confidential information in order to gain access to data. Any attempt by hackers to obtain our data (including subscriber and corporate information) or intellectual property (including digital content assets), disrupt our service, or otherwise access our systems, or those of third parties we use, if successful, could harm our business, be expensive to remedy and damage our reputation.

We use third-party cloud computing services in connection with our business operations. We also use third-party content delivery networks to help us stream content to our subscribers over the Internet. Problems faced by us or our third-party cloud computing or other network providers, including technological or business-related disruptions, as well as cybersecurity threats and regulatory interference, could adversely impact the experience of our users.

We have implemented certain systems and processes designed to thwart hackers and protect our data and systems, but the techniques used to gain unauthorized access to data, systems, and software are constantly evolving, and we may be unable to anticipate or prevent unauthorized access, and we may be delayed in detecting unauthorized access or other security breaches and other incidents. There is no assurance that hackers may not have a material impact on our service or systems in the future or that security breaches or other incidents may not occur due to these or other causes. Efforts and technologies to prevent disruptions to our service and unauthorized access to our systems are expensive to develop, implement and maintain. These efforts require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated and may limit the functionality of or otherwise negatively impact our service offering and systems. Additionally, disruption to our service and data security breaches and other incidents may occur as a result of employee or contractor error. Any significant disruption to our service or access to our systems or any data that we or those who provide services for us maintain or otherwise process, or the perception that any of these have occurred, could result in a loss of subscriptions, harm to our reputation, and adversely affect our business and results of operations. Further, a penetration of our systems or a third-party’s systems on which we depend or any loss of or unauthorized access to, use, alteration, destruction, or disclosure of personal information or other data could subject us to business, regulatory, contractual, litigation and reputation risk, which could have a negative effect on our business, financial condition and results of operations. With the increase in remote work during the current COVID-19 pandemic, we and the third parties we use in our operations face increased risks to the security of infrastructure and data, and we cannot guarantee that our or their security measures will prevent security breaches. We also may face increased costs relating to maintaining and securing our infrastructure and data that we maintain and otherwise process.

Additionally, we cannot be certain that our insurance coverage will be adequate for data security liabilities actually incurred, will cover any indemnification claims against us relating to any incident, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, operating results, and reputation.

We could become subject to litigation regarding intellectual property rights that could be costly and harm our business.

Third parties have previously asserted, and may in the future assert, that we have infringed, misappropriated, or otherwise violated their intellectual property rights. ~~Plaintiffs that~~While the existence of our patent portfolio may deter some plaintiffs from asserting claims against us, from time to time we have faced, and expect to continue to face, allegations from “non-practicing entities.” Because these non-practicing entities have no relevant product revenue, and they exist primarily for the purpose of monetizing their patent portfolio through licensing and litigation, they may not be deterred by our own issued patents and pending patent applications in bringing intellectual property rights claims against us. ~~The cost~~Defending ourselves against intellectual property infringement claims, whether or not they have merit, could be costly and could result in the diversion of ~~patent litigation or other proceedings,~~resources and management time and attention, even if ~~resolved~~we are ultimately successful in the defending the claim. If a claim is successfully asserted against us, in addition to being liable for damages, our ~~favor,~~ability to use our current streaming technology and market our service could be ~~substantial.~~restricted. We may also have to remove content from our service, or marketing materials. As a result of a dispute, we may have to develop non-infringing technology, enter into royalty or licensing agreements, adjust our content, or marketing activities or take other actions to resolve the claims. Some of our competitors may be better able to sustain the costs of such litigation or proceedings because of their substantially greater financial resources. ~~Patent litigation and other proceedings may also require significant management time and divert management from our business.~~ Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could impair our ability to compete in the marketplace. The occurrence of any of the foregoing risks could harm our business.

As a result of intellectual property infringement claims, or to avoid potential claims, we have previously chosen to, and may in the future choose or be required to, seek licenses from third parties. These licenses may not be available on commercially reasonable terms, or at all. Even if we are able to obtain a license, the license would likely obligate us to pay license fees, or royalties or ~~both,~~other consideration, and the rights granted to us might be nonexclusive, with the potential for our competitors to gain access to the same intellectual property. In addition, the rights that we secure under intellectual property licenses may not include rights to all of the intellectual property owned or controlled by the licensor, and the scope of the licenses granted to us may not include rights covering all of the products and services provided by us and our licensees. Furthermore, an adverse outcome of a dispute may require us to pay damages, potentially including treble damages and attorneys’ fees, if we are found to have willfully infringed a party’s intellectual ~~property;~~property. We may also be required to cease making, licensing or using technologies that are alleged to infringe or misappropriate the intellectual property of ~~others;~~others, and as a result may need to expend additional development resources to redesign our solutions; enter into potentially unfavorable royalty or license agreements in order to obtain the right to use necessary technologies, content or materials; and to indemnify our partners and other third parties. ~~In addition,~~

An inability to obtain licenses for our streaming content from suppliers or other rights holders could be costly and harm our business.

We rely on our content suppliers to secure the rights to publicly perform and display the musical works and sound recordings embodied in any ~~lawsuits regarding~~programming provided to or through our platform. If our content suppliers have not secured public performance or communication to the public licenses on a through to the viewer basis, then we could be liable to copyright owners or their agents copyright infringement. If our content suppliers are unable to secure such rights from copyright owners, then we may have to secure licenses in our own name.

We cannot guarantee that our content providers or we have or will be able to obtain all of the licenses we need to stream our content, as the process of obtaining such licenses involves many rights holders, some of whom are unknown, and myriad complex legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed. Additionally, rights holders, creators, performers, writers and their agents, or societies, unions, guilds, or legislative or regulatory bodies have created and may continue to create or attempt to create new rights or regulations that could require our content providers or us to enter into license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify.

We cannot guarantee that the licenses currently held by our content providers or by us will continue to be available in the future at rates and on terms that are favorable or commercially reasonable or at all. The terms of these licenses, including the royalty rates that our content providers or we are required to pay pursuant to them, may change as a result of changes in our bargaining power, the industry, laws and regulations, or for other reasons. Increases in royalty rates or changes to other terms of these licenses could have an impact on how much our content providers charge us, and accordingly they may materially impact our business, operating results, and financial condition.

Additionally, our content suppliers may develop their own streaming services and may be unwilling to provide us with access to certain content. If we do not maintain a compelling mix of content, our customer acquisition and retention may be adversely affected. The occurrence of any of the foregoing risks could harm our business.

If our technology, trademarks and other proprietary rights are not adequately protected to prevent use or appropriation by our competitors, the value of our brand and other intangible assets may be diminished, and our business may be adversely affected.

The success of our business depends on our ability to protect and enforce our patents, trade secrets, trademarks, copyrights, and all of our other intellectual property rights, ~~regardless of their success, could be expensive to resolve and would divert~~including the ~~time and attention of our management and technical personnel.~~

~~Historically, we have acquired certain~~ intellectual property ~~from third parties pursuant~~rights underlying our Service. We attempt to ~~asset purchase~~protect our intellectual property under patent, trade secret, trademark, and copyright law through a combination of intellectual property registration, employee, third-party assignment and nondisclosure agreements, ~~or similar agreements in connection with corporate acquisitions~~other contractual restrictions, technological measures, and ~~bankruptcy proceedings.~~other methods. We also generally enter into confidentiality and invention assignment agreements with our employees and consultants and enter into confidentiality agreements with the parties with whom we have strategic relationships and business alliances. However, these agreements may not have been properly entered into on every occasion with the applicable counterparty, and such agreements may not always have been effective when entered into in granting ownership of, controlling access to and distribution of our proprietary information. Further, these agreements do not prevent our competitors or partners from independently developing technologies that are substantially equivalent or superior to our platform.

~~An inability to obtain music licenses could be costly and harm our business.~~

The Company relies on its content suppliers to secure the rights of public performance or communication to the public for musical works and sound recordings embodied in any programming provided to or through the Company’s platform. If our content suppliers have not secured public performance or communication to the public licenses on a through to the viewer basis, then the Company could have liability to copyright owners or their agents for such performances or communications. If our content suppliers are unable to secure such rights from copyright owners, then the Company may have to secure public performance and communication to the public licenses in its own name. The Company may not be able to obtain such licenses on favorable economic terms, and music licensors may assert that we have infringed their intellectual property rights in the absence of a license. The occurrence of any of the foregoing risks could harm our business.

We rely and expect to continue to rely on a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, copyright, patent and trade secret protection laws, to protect our technology and proprietary rights. We may also seek to enforce our proprietary rights through court proceedings or other legal actions. We have filed and we expect to file from time to time for trademark and patent applications. Nevertheless, these applications may not be approved, or if approved, they may be limited in scope and might not provide us with a meaningful competitive advantage. Furthermore, third parties may oppose our applications, or challenge the validity or enforceability of any ~~copyrights,~~ patents or ~~trademarks~~other intellectual property issued or registered to, or otherwise held by ~~us, third~~us. Third parties may also knowingly or unknowingly infringe our intellectual property rights, and welitigation or proceedings before governmental authorities and administrative bodies may ~~not~~ be ~~able~~necessary in the future to ~~prevent infringement~~enforce our intellectual property rights, to protect our patent rights, trademarks, trade secrets, and domain names and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or ~~misappropriation without~~protect our proprietary rights may be ineffective and could result in substantial ~~expense~~costs and diversion of resources and management time, each of which could substantially harm our operating results. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect our ability to ~~us.~~protect and enforce our patents and other intellectual property. If the protection of our intellectual property rights is inadequate to prevent use or misappropriation by third parties, the value of our brand, content, and other intangible assets may be diminished.

~~Failure~~ Furthermore, failure to protect our domain names could also adversely affect our reputation and brand and make it more difficult for subscribers to find our website and our service. We may be unable, without significant cost or at all, to prevent third parties from acquiring domain names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights.

Our use of ~~open source~~open-source software could impose limitations on our ability to commercialize our platform.

We incorporate ~~open source~~open-source software in our platform. From time to time, companies that incorporate ~~open source~~open-source software into their products have faced claims challenging the ownership of ~~open source~~open-source software and/or compliance with ~~open source~~open-source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be ~~open source~~open-source software or non-compliance with open-source licensing terms. Use and distribution of open source ~~licensing terms.~~ software may also entail greater risks than that of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. In addition, certain open source licenses require that source code for software programs that are subject to the license be made available to the public and that any modifications or derivative works to such open source software continue to be licensed under potentially unfavorable terms or at no or minimal cost.

Although we monitor our use of open-source software in an effort both to comply with the terms of the applicable open source licenses and to avoid subjecting our software to conditions we do not intend, the terms of many ~~open source software~~open-source licenses have not been interpreted by U.S. courts, and there is a risk that ~~such~~these licenses could be construed in a ~~manner~~way that could impose unanticipated conditions or restrictions on our ability to ~~sell subscriptions to~~commercialize our platform. ~~In such event,~~By the terms of certain open source licenses, we could be required to release the source code of our software and to make our ~~proprietary~~ software ~~generally~~ available under open source licenses, if we combine or distribute or link our software with open source software in certain manners. In the event that portions of our software are determined to ~~third parties, including competitors, at no cost,~~be subject to ~~seek licenses from third parties in order~~an open source license, we could be required to ~~continue offering~~publicly release the affected portions of our ~~platform, to~~source code, re-engineer ~~our platform~~all, or ~~to discontinue our platform~~a portion of, that software or otherwise be limited in the ~~event re-engineering cannot be accomplished on a timely basis or at all, any~~licensing of our software, each of which could ~~harm~~negatively impact the value of our ~~business.~~platform. While we are selective in our use of open source software and we have taken precautions to reduce the risk of subjecting our software to problematic “copyleft” open source license terms, many of the of the risks associated with usage of open source software cannot be eliminated, and could negatively affect our business, results of operations and financial condition.

If we are unable to obtain necessary or desirable third-party technology licenses, our ability to develop platform enhancements may be impaired.

We utilize commercially available off-the-shelf technology in the development of our platform. As we continue to introduce new features or improvements to our platform, we may be required to license additional technologies from third parties. These third-party licenses may be unavailable to us on commercially reasonable terms, if at all. If we are unable to obtain necessary third-party licenses, we may be required to obtain substitute technologies with lower quality or performance standards, or at a greater cost, any of which could harm the competitiveness of our platform and our business.

We may not have the ability to raise the funds necessary to settle conversions of the 2026 Convertible Notes in cash or to repurchase the 2026 Convertible Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the 2026 Convertible Notes.

Holders of the 2026 Convertible Notes will have the right to require us to repurchase all or a portion of the 2026 Convertible Notes upon the occurrence of a fundamental change before the maturity date at a repurchase price equal to 100% of the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any. In addition, upon conversion of the 2026 Convertible Notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the notes being converted. Moreover, we will be required to repay the 2026 Convertible Notes in cash at their maturity unless earlier converted, redeemed, or repurchased. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of all or a portion of the 2026 Convertible Notes surrendered therefor or pay cash with respect to notes being converted or at their maturity.

In addition, our ability to repurchase the 2026 Convertible Notes or to pay cash upon conversions of all or a portion of the 2026 Convertible Notes or at their maturity may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase all or a portion of the 2026 Convertible Notes at a time when the repurchase is required by the indenture or to pay cash upon conversions of all or a portion of the 2026 Convertible Notes or at their maturity as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. Moreover, the occurrence of a fundamental change under the indenture could constitute an event of default under any such agreement. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our existing or future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the notes or make cash payments upon conversions thereof.

The conditional conversion feature of all or a portion of the 2026 Convertible Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of any or all of the 2026 Convertible Notes is triggered, holders of the 2026 Convertible Notes will be entitled to convert their 2026 Convertible Notes at any time during specified periods at their option. If one or more holders elect to convert 2026 Convertible Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders of the 2026 Convertible Notes do not elect to convert their 2026 Convertible Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Convertible Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The accounting method for convertible debt securities that may be settled in cash, such as the 2026 Convertible Notes, could have a material effect on our reported financial results.

Under Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”), an entity must separately account for the liability and equity components of convertible debt instruments (such as the 2026 Convertible Notes) that may be settled entirely or partially in cash upon conversion in a manner that reflects the issuer’s economic interest cost. The effect of ASC 470-20 on the accounting for the 2026 Convertible Notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’ equity on our consolidated balance sheet at the issuance date and the value of the equity component would be treated as debt discount for purposes of accounting for the liability component of the 2026 Convertible Notes. As a result, we will be required to record a greater amount of non-cash interest expense as a result of the accretion to the carrying value of the 2026 Convertible Notes to their face amount over the term of the 2026 Convertible Notes. We will report larger net losses (or lower net income) in our financial results because ASC 470-20 will require interest to include both the amortization of the debt discount and the instrument’s nonconvertible coupon interest rate, which could adversely affect our reported or future financial results, the trading price of our common stock and the trading price of the 2026 Convertible Notes.

In addition, under certain circumstances, convertible debt instruments (such as the 2026 Convertible Notes) that may be settled entirely or partly in cash may be accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of such notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of such notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. If we are unable or otherwise elect not to use the treasury stock method in accounting for the shares issuable upon conversion of the 2026 Convertible Notes, then our diluted earnings per share could be adversely affected.

In August 2020, the ~~FASB~~Financial Accounting Standards Board published an Accounting Standards Update (“ASU”) 2020-06, which amends these accounting standards by reducing the number of accounting models for convertible instruments and limiting instances of separate accounting for the debt and equity or a derivative component of the convertible debt instruments. ASU 2020-06 ~~also will~~ no longer ~~allow~~allows the use of the treasury stock method for convertible instruments and instead ~~require~~requires application of the “if-converted” method. Under that method, diluted earnings per share will generally be calculated assuming that all the 2026 Convertible Notes were converted solely into shares of common stock at the beginning of the reporting period, unless the result would be anti-dilutive, which could adversely affect our diluted earnings per share. These amendments will be effective for public companies for fiscal years beginning after December 15, 2021, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020.The Company adopted the ASU on January 1, 2022.

Provisions in the indenture for the 2026 Convertible Notes may deter or prevent a business combination that may be favorable to you.

If a fundamental change occurs prior to the maturity date of the 2026 Convertible Notes, holders of the 2026 Convertible Notes will have the right, at their option, to require us to repurchase all or a portion of their 2026 Convertible Notes. In addition, if a make-whole fundamental change occurs prior the maturity date, we will in some cases be required to increase the conversion rate for a holder that elects to convert all or a portion of their 2026 Convertible Notes in connection with such make-whole fundamental change. Furthermore, the indenture for the 2026 Convertible Notes will prohibit us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the 2026 Convertible Notes. These and other provisions in the indenture could deter or prevent a third party from acquiring us even when the acquisition may be favorable to you.

The market price of our common stock is subject to wide price fluctuations in response to various factors, many of which are beyond our control. The factors include:

In addition, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

If a substantial number of shares become available for sale and are sold in a short period of time, the market price of our common stock could decline.

If our existing shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could decrease significantly. The perception in the public market that our existing shareholders might sell shares of common stock could also depress our market price. Our executive officers and directors and certain of our shareholders were in the past subject to certain lock-up agreements and the Rule 144 holding period requirements that have since expired. Now that these lock-up periods have expired and the holding periods have elapsed, additional shares are eligible for sale in the public market. The market price of shares of our common stock may drop significantly if our existing holders sell substantial amounts of our common stock in the public market. A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

We also filed a Form S-8 registration statement to register shares reserved for future issuance under our equity compensation plans. As a result, subject to the satisfaction of applicable exercise periods, the shares issued upon exercise of outstanding stock options will be available for immediate resale in the ~~U.S.~~United States in the open market. Further, we have filed an effective shelf registration statement on Form S-3 under which we may offer from time to time in one or more offerings any combination of common and preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate.

Additionally, certain of our employees, executive officers, and directors have already entered into, or may in the future enter into Rule 10b5-1 trading plans providing for sales of shares of our common stock from time to time. Under a Rule 10b5-1 trading plan, a broker executes trades pursuant to parameters established by the employee, director, or officer when entering into the plan, without further direction from the employee, officer, or director. A Rule 10b5-1 trading plan may be amended or terminated in some circumstances. Our employees, executive officers, and directors also may buy or sell additional shares outside of a Rule 10b5-1 trading plan when they are not in possession of material, nonpublic information, subject to the expiration of the lock-up agreements and Rule 144 requirements referred to above.

We have no plans to declare any cash dividends on our common stock in the foreseeable future.

We do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. Consequently, investors may need to rely on sales of their common stock after price appreciation, which may never occur to realize future gains on their investment.

Future sales and issuances of our capital stock could reduce our stock price and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may issue additional shares of capital stock in the future, including shares issuable pursuant to securities that are convertible into or exchangeable for, or that represent a right to receive, capital stock. We may sell common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time, including pursuant to our shelf registration statement on Form S-3, which could result in substantial dilution to our existing shareholders. New investors in such future transactions could gain rights, preferences and privileges senior to those of holders of our common stock.

If few securities or industry analysts publish research or reports, or if they publish adverse or misleading research or reports, regarding us, our business or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us, our business or our market. If few securities or industry analysts commence coverage of us, the stock price would be negatively impacted. Additionally, if any of the analysts who currently cover us or initiate coverage on us in the future issue adverse or misleading research or reports regarding us, our business model, our intellectual property, our stock performance or our market, or if our operating results fail to meet the expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. Such losses could adversely affect our business prospects, results of operations, cash flows and financial condition.

~~The information required by this Item 2 of Part II of this Quarterly Report was previously reported in the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2021.~~

Incorporated by Reference

Exhibit Number

Description

Form

Filing Date

Exhibit No.

Furnished/Filed Herewith

Exhibit

Incorporated by Reference

Filed

/Furnished

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

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

March 23, 2020

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

August 5, 2011

3.1(i)

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

August 5, 2011

3.1(ii)

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

March 31, 2015

3.1(iii)

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

January 29, 2016

3.1

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

June 28, 2016

4.1

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

June 28, 2016

4.2

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

July 26, 2016

4.1

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

March 6, 2017

3.1

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

December 5, 2017

3.1

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

August 6, 2018

3.1

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

September 11, 2019

3.1

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

March 23, 2020

3.2

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

March 23, 2020

3.2

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

July 6, 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

July 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

July 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

3.1(q)

Articles of Amendment to Articles of Incorporation dated February 12, 2018

10-Q

July 6, 2020

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

July 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

July 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 July 2, 2020.

8-K

August 13, 2020

3.1

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 29, 2020

S-1

October 30, 2020

3.1(u)

Articles of Amendment to Articles of Incorporation dated September 29, 2020

S-1

333-249783

3.1(u)

10/30/2020

3.2(a)

By-Laws of the Company.

S-1

August 5, 2011

3.2

3.2(b)

Amendment to the Bylaws of the Company, dated June 22, 2016.

8-K

June 28, 2016

3.1

3.2(c)

Amendment to the bylaws of the Company, dated July 20, 2016.

8-K

July 26, 2016

3.1

3.2(d)

Amendment to the Bylaws of the Company dated September 13, 2020

September 15, 2020

3.2(d)

4.1

Indenture, dated as of February 2, 2021, by and between fuboTV Inc. and U.S. Bank National Association, as Trustee.

8-K

February 2, 2021

4.1

4.2

Form of Note, representing fuboTV Inc.’s 3.25% Convertible Senior Notes due 2026

8-K

February 2, 2021

4.2

10.1

Purchase Agreement, dated as of January 28, 2021, by and among fuboTV Inc. and Evercore Group L.L.C.

8-K

February 2, 2021

4.2

10.2

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

March 3, 2021

10.1

10.3

Separation Agreement, by and among the Company and Jordan Fiksenbaum, dated as of March 18, 2021.

8-K

March 23, 2021

10.1

10.4

Consulting Agreement, by and among the Company and HC Marketing, LLC, a company controlled by Jordan Fiksenbaum, dated as of March 18, 2021.

8-K

March 23, 2021

10.2

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL INSTANCE DOCUMENT

101.SCH

XBRL TAXONOMY EXTENSION SCHEMA

101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE

101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE

101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE

101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

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.

Florida		26-4330545
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~1330~~ 1290 Avenue of the Americas, New York, NY		~~10019~~ 10104
(Address of Principal Executive Offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		FUBO		New York Stock Exchange

Large accelerated filer	☐☒	Accelerated filer	☐
Non-accelerated filer	☒ ☐	Smaller reporting company	☒☐
Emerging growth company	☐

		Page
		~~Page~~
PART I - FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	~~PART I - FINANCIAL INFORMATION~~Condensed Consolidated Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021	1

~~Item 1.~~	~~Financial Statements~~	1

	~~Condensed Consolidated Balance Sheets as of March 31, 2021 (unaudited) and December 31, 2020~~	1

	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	2

	Condensed Consolidated Statements of Changes in ~~Convertible Preferred Stock and~~ Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021 ~~and 2020~~ (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	65

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2124

Item 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	2832

Item 4.	Controls and Procedures	2833

		PART II - OTHER INFORMATION	3033

Item 1.	Legal Proceedings	34

Item 1.1A.	~~Legal Proceedings~~Risk Factors	3035

~~Item 1A.~~	~~Risk Factors~~	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6072

Item 3.	Defaults Upon Senior Securities	6073

Item 4.	Mine Safety Disclosures	6073

Item 5.	Other Information	6073

Item 6.	Exhibits	6173

~~Signatures~~SIGNATURES		6275

	●	market conditions and global economic factors beyond our control, including the potential adverse effects of the ongoing global COVID-19 pandemic on our business and results of operations, on live sports and entertainment, and on the global economic environment;

	●	~~our ability to access debt and equity financing;~~

	●	~~our efforts to maintain proper and effective internal controls;~~

	●	~~factors relating to our business, operations, and financial performance, including:~~

		○	~~our ability to effectively compete in the live TV streaming and entertainment industries;~~

		○	~~our ability to successfully integrate new operations, including the ability to implement our wagering strategy;~~

		○	~~our ability to maintain and expand our content offerings;~~

		○	~~our ability to expand into the sports wagering market;~~

		○	~~our ability to recognize deferred tax assets and tax loss carryforwards;~~

	●	~~the impact of management changes and organizational restructuring;~~

	●	~~changes in applicable laws or regulations;~~

	●	~~litigation and our ability to adequately protect our intellectual property rights;~~

	●	our ability to operate a sportsbook and other gaming-related products and services, including, without limitation, our ability to gain state market access and to obtain and maintain required state regulatory approvals;

	●	~~our success in retaining or recruiting officers, key employees, or directors; and~~

	●	~~the possibility that we may be adversely affected by other economic, business and/or competitive factors.~~


	Common Stock				Additional Paid-In				Accumulated			Noncontrolling			Accumulated Other Comprehensive			Total Stockholders’
	Shares		Amount		Capital				Deficit			Interest			Loss			Equity
Balance at December 31, 2021	-	153,950,895	$	16	$	1,691,206		-	$	(1,009,293	)	$	(11,220	)	$	172		$	670,881
Issuance of common stock/At-the-market offering, net of offering costs		27,443,580		2		203,794				-			-			-			203,796
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 stock options		349,847		-		443				-			-			-			443
Exercise of common stock warrants		540,541		-		10,249				-			-			-			10,249
Delivery of common stock underlying restricted stock units	-	392,326		-		-		-		-			-			-			-
Stock-based compensation		-		-		19,449				-			-			-			19,449
Foreign currency translation adjustment		-		-		-				-			-			(2,215	)		(2,215	)
Net loss attributable to non-controlling interest		-		-		-				-			(93	)		-			(93	)
Net loss		-		-		-				(140,724	)		-			-			(140,724	)
Balance at March 31, 2022	-	182,677,189	$	18	$	1,837,195		-	$	(1,137,335	)	$	(11,313	)	$	(2,043	)	$	686,522


											Additional														Total
	Preferred stock						Common Stock				Paid-In			Treasury Stock					Accumulated			Noncontrolling			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Shares			Amount		Deficit			Interest			Equity
Balance at December 31, 2020		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			-			-		-			-			-
Exercise of common stock warrants		-			-			536,825		-		15,803			-			-		-			-			15,803
Recognition of debt discount on 2026 Convertible Notes		-			-			-		-		88,059			-			-		-			-			88,059
Exercise of stock options		-			-			1,082,964		-		776			-			-		-			-			776
Issuance of treasury stock in connection with acquisition		-			-			-		-		8,538			623,068			-		-			-			8,538
Stock based compensation		-			-			-		-		9,374			-			-		-			-			9,374
Other		-			-			-		-		(5	)		-			-		-			-			(5	)
Net loss attributable to non-controlling interest		-			-			-		-		-			-			-		-			(76	)		(76	)
Net loss		-			-			-		-		-			-			-		(70,110	)		-			(70,110	)
Balance at March 31, 2021		-		$	-			140,549,783	$	14	$	1,383,029			(176,932	)	$	-	$	(696,566	)	$	(11,170	)	$	675,307

Supplemental disclosure of cash flows information:
Interest paid	327	170
Supplemental disclosure of non-cash financing and investing activities:
Conversion of Series AA preferred stock to common stock	406,665	-
Reclass of shares settled liability for intangible asset to stock-based compensation	-	1,000
Issuance of treasury stock in connection with acquisition	8,538	-
Cashless exercise of common stock warrants	14,991	-
Lender advanced loan proceeds direct to fuboTV	-	7,579
Issuance of common stock - subsidiary share exchange	-	1,150
Accrued Series D Preferred Stock dividends	-	9
Deemed dividend related to immediate accretion of redemption feature of convertible preferred stock	-	171

	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	459,532	$	134,942
Restricted cash		5,403		1,279
Total cash, cash equivalents and restricted cash	$	464,935	$	136,221

	As Reported December 31, 2021			ASU 2020-06 Adjustments			As Adjusted January 1, 2022
2026 Convertible Notes	$	316,354		$	75,264		$	391,618
Additional paid-in capital	$	1,691,206		$	(87,946	)	$	1,603,260
Accumulated deficit	$	(1,009,293	)	$	12,682		$	(996,611	)

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

	Estimated Useful Life (in Years)		Fair Value

Customer relationships		2	$	9,271
Tradenames		2		679
Software and technology		6		8,479

Total			$	18,429

	March 31, 2021			December 31, 2020
Furniture and fixtures	$	576		$	573
Computer equipment		1,257			801
Leasehold improvements		2,272			2,272
Construction-in-progress		451			-
		4,556			3,646
Less: Accumulated depreciation		(2,010	)		(1,875	)
Total property and equipment, net	$	2,546		$	1,771

	Useful Lives (Years)	March 31, 2022			December 31, 2021
Buildings	20	$	732		$	732
Furniture and fixtures	5		385			361
Computer equipment	3-5		3,890			3,856
Leasehold improvements	Term of lease		5,146			4,495
Property and Equipment, gross			10,153			9,444
Less: Accumulated depreciation			(2,900	)		(2,627	)
Total property and equipment, net		$	7,253		$	6,817

	Useful	Weighted Average Remaining	March 31, 2022
	Lives (Years)	Life (Years)	Intangible Assets		Accumulated Amortization			Net Balance
Customer relationships	2	1.7	$	32,810	$	(25,200	)	$	7,610
Tradenames	2 - 9	7.0		38,865		(8,600	)		30,265
Software and technology	3 - 9	6.6		196,736		(41,363	)		155,373
Gaming licenses and market access fees	2 - 5	4.3		15,701		(1,192	)		14,509
Total			$	284,112	$	(76,355	)	$	207,757

					March 31, 2021
	Useful Lives (Years)		Weighted Average Remaining Life (Years)		Intangible Assets		Accumulated Amortization			Net Balance
Customer relationships		2		1.0	$	23,678		(11,839	)	$	11,839
fuboTV tradename		9		8.0		38,197		(4,244	)		33,953
Software and technology		9		8.0		181,782		(20,198	)		161,584
Total					$	243,657	$	(36,281	)	$	207,376

	Future Amortization
2021	$	27,218
2022		27,412
2023		24,452
2024		24,437
2025		24,437
Thereafter		79,420
Total	$	207,376

	Future Amortization
Year ended December 31, 2022 (Nine months remaining)		27,468
Year ended December 31 2023		35,496
Year ended December 31 2024		30,502
Year ended December 31 2025		28,969
Year ended December 31 2026		28,651
Thereafter		56,671
Total	$	207,757

Balance - December 31, 2020	$	478,406
Vigtory acquisition		10,683
Balance - March 31, 2021	$	489,089

Balance - December 31, 2021	$	630,269
Molotov purchase accounting adjustment		(497	)
Foreign currency translation adjustment		(2,140	)
Balance - March 31, 2022	$	627,632

	March 31, 2022		December 31, 2021
Affiliate fees	$	171,915	$	177,692
Broadcasting and transmission		17,128		15,179
Selling and marketing		14,574		17,750
Accrued compensation		9,027		12,107
Payroll taxes		1,313		-
Legal and professional fees		6,597		7,316
Sales Tax		30,007		27,316
Deferred royalty		10,842		10,510
Accrued interest		1,736		5,057
Subscriber related		3,672		3,601
Other		11,256		8,197
Total	$	278,067	$	284,725

Note	Stated Interest Rate			Principal Balance		Capitalized Interest		Debt Discount			March 31 2022
2026 Convertible Notes		3.25	%	$	402,500	$	-	$	(10,283	)	$	392,217
Note payable		10.0	%		2,700		2,515		-			5,215
Bpi France		2.25	%		2,382		-		-			2,382
Société Générale		0.25	%		1,225		-		-			1,225
Other		4.0	%		30		6		-			36
				$	408,837	$	2,521	$	(10,283	)	$	401,075

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

	(ii)	during the ~~five business~~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.

	Streaming			Wagering			Total
Revenue	$	242,320		$	(301	)	$	242,019
Adjusted operating expenses
Subscriber related expenses		245,621			-			245,621
Broadcasting and transmission		20,297			-			20,297
Sales and marketing		33,818			3,488			37,306
Technology and development		16,266			2,474			18,740
General administrative		20,492			3,893			24,385
Depreciation and amortization		11,356			106			11,462
Total adjusted operating expenses	$	347,850		$	9,961		$	357,811

Stock-based compensation							$	19,449
Other expense								5,979
Loss before income taxes	$	(105,530	)	$	(10,262	)	$	(141,220	)

Total Assets	$	1,379,311		$	76,449		$	1,455,760

Total Goodwill	$	616,950		$	10,682		$	627,632

	Total Revenue		Total Assets
United States		235,636		1,296,463
Rest of world		6,383		159,297
Total		242,019		1,455,760

	Fair valued measured at March 31, 2021
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value:
Warrant liabilities	$	-	$	-	$	8,030	$	8,030
Total financial liabilities at fair value	$	-	$	-	$	8,030	$	8,030

	Fair valued measured at December 31, 2020
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Financial liabilities at fair value:
Warrant liabilities	$	-	$	-	$	22,686	$	22,686
Total financial liabilities at fair value	$	-	$	-	$	22,686	$	22,686

	March 31, 2021			December 31, 2020
Fair value of underlying common shares	$	22.12		$	28.00
Exercise price	$	9.25		$	9.25
Expected dividend yield		—	%			%
Expected volatility		67.5% - 68.9	%		73.9% - 75.1	%
Weighted average expected volatility		67.93	%		74.35	%
Risk-free interest rate		0.07% - 0.07	%		0.10% - 0.11	%
Weighted average risk-free interest rate		0.07	%		0.11	%
Expected term (years)		0.9-1.0			1.14 - 1.24
Weighted average expected term (years)		0.90			1.19

	Number of Warrants			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		565,544		$	9.96	$	3,546		0.1
Exercised		(540,541	)	$	9.25
Expired		(25,000	)	$	9.25
Outstanding and exercisable as of March 31, 2022		3		$	24,000.00	$	-		-

	Number of Shares			Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)

Outstanding as of December 31, 2021		11,454,890		$	6.40	$	70,231		7.4
Exercised		(349,847	)	$	1.27
Forfeited or expired		(373,568	)	$	10.27
Outstanding as of March 31, 2022		10,731,475		$	6.44	$	20,097		6.8

Options vested and exercisable as of March 31, 2022		7,066,665		$	5.17	$	18,857		6.1

16	March 31, 2021
Dividend yield		0	%
Expected price volatility		44.85	%
Risk free interest rate		0.73	%
Expected term (years)		6.1

	Number of Shares		Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (in years)
Outstanding as of December 31, 2021		4,453,297	$	12.75	$	17,933		5.7
Outstanding as of March 31, 2022		4,453,297	$	12.75	$	-		5.4

Options vested and exercisable as of March 31, 2022		3,078,297	$	9.69	$	-		5.1

	Number of Shares		Weighted Average Grant-Date Fair Value
Unvested at December 31, 2020		85,000	$	25.26
Granted		1,046,543	$	33.02
Unvested at March 31, 2021		1,131,543	$	32.44