Item 1.01 Entry into a Material Definitive Agreement
On October 7, 2020, fuboTV Inc., a Florida corporation (the "Company") entered
into an underwriting agreement (the "Underwriting Agreement") with Evercore
Group L.L.C. (the "Representative") as the representative of the several
underwriters (the "Underwriters"). Pursuant to the terms of the Underwriting
Agreement, the Company agreed to issue and sell and the Underwriters agreed to
purchase, subject to and on the conditions set forth therein, 18,300,000 shares
of the Company's common stock, par value $0.0001 per share (the "Common Stock"),
pursuant to a public offering pursuant to a Registration Statement on Form S-1
(File No. 333-243876) (the "Registration Statement") and a related prospectus
filed with the Securities and Exchange Commission (the "Offering"). Under the
terms of the Underwriting Agreement, the Company granted the Underwriter a
30-day option to purchase up to an additional 2,745,000 shares of Common Stock.
The Offering closed on October 13, 2020.
The net proceeds from the Offering to the Company are approximately $167.2
million, after deducting underwriting discounts and estimated offering expenses.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriter, including for liabilities under
the Securities Act, other obligations of the parties and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated by reference herein. The foregoing
description of the Underwriting Agreement is qualified in its entirety by
reference to such exhibit.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Adoption of Amendment to Equity Incentive Plan
On October 8, 2020, the board of directors of the Company (the "Board") approved
an amendment to the Company's 2020 Equity Incentive Plan (the "Plan") to
increase the maximum aggregate number of shares available for issuance under the
Plan by 19,000,000 shares (the "Pool Increase"). The Pool Increase is
conditional upon shareholder approval of the Pool Increase at the next annual
meeting of shareholders (the "Annual Meeting"). If the Pool Increase is not
approved by shareholders at the Annual Meeting, the Pool Increase shall not be
effective.
David Gandler Employment Agreement
On October 8, 2020, the Company entered into a new executive employment
agreement (the "New Employment Agreement") with David Gandler to supersede his
existing employment agreement, originally dated April 1, 2020 (the "Prior
Employment Agreement"). The Prior Employment Agreement was otherwise set to
expire upon the uplist of the Company's common stock on either NASDAQ or the New
York Stock Exchange (the "Uplist"). Mr. Gandler is the Company's Chief Executive
Officer and a member of the Board. The key terms of the New Employment Agreement
are summarized below:
Base Salary. Mr. Gandler will receive an annual base salary of $500,000.
Annual Bonus. Beginning with the 2021 fiscal year, Mr. Gandler will be eligible
for an annual bonus of $500,000 subject to the achievement of certain
performance objectives. For the 2020 fiscal year, Mr. Gandler will earn a bonus
of $100,000 upon the Uplist, and be eligible to earn a pro-rata portion of the
$500,000 annual bonus for the remainder of the year, subject to the achievement
of certain performance objectives.
Severance Provision. If Mr. Gandler's employment is terminated by the Company
outside of the Change in Control Period (as defined in the New Employment
Agreement) other than for Cause (as defined in the New Employment Agreement),
death or disability, he will be eligible to receive severance payments equal to
12 months of base salary and benefits continuation coverage. If during the
Change in Control Period, (i) the Company terminates his employment with the
Company other than for Cause (as defined in the New Employment Agreement), death
or disability, or (ii) Mr. Gandler resigns for Good Reason (as defined in the
New Employment Agreement), in addition to the severance amounts previously
described, Mr. Gandler shall be entitled to full acceleration of time-based
equity awards and payment of his annual bonus. All severance is subject to Mr.
Gandler's execution of a release of claims and continued compliance with
restrictive covenants.
Equity Awards. Mr. Gandler was granted a stock option to cover 4,100,000 shares
under the Plan, effective October 8, 2020 at an exercise price of $10.00 per
share. The stock option forfeits if the Pool Increase is not approved by
stockholders at the Annual Meeting. The grant vesting will be reviewed following
the end of each year from 2021 through 2025. Applicable performance targets for
stock price, revenue, gross margin, subscribers, new markets launched and new
revenue streams have been set. Each year the Board will review performance
against targets in a wholistic manner to determine in its discretion if any
vesting is warranted. As a condition to receiving this grant, Mr. Gandler and
his affiliates and transferees agree that his existing founder shares will not
be sold over the five year performance period, except that 50% of his founder
shares may be sold from 2021 to 2023, with no more than 25% sold in 2021, and no
more than 20% in each of 2022 and 2023 (the "Selling Restrictions"). The Selling
Restrictions will lapse if the Pool Increase is not passed by shareholders at
the Annual Meeting.
On October 8, 2020, the Company also entered into an amendment to the At-Will
Employment, Confidential Information, and Invention Assignment Agreement with
David Gandler (the "Amendment"). Pursuant to the Amendment, Mr. Gandler is now
subject to a one-year post-termination non-compete.
The foregoing description of the New Employment Agreement does not purport to be
complete and is qualified entirely by reference to the full text of the New
Employment Agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Item 8.01 Other Events.
In connection with the Offering, the Common Stock was approved for listing on
The New York Stock Exchange (the "NYSE") under the symbol "FUBO" and commenced
trading on the NYSE on October 8, 2020.
On October 7, 2020, the Company issued a press release announcing the pricing of
the Offering, a copy of which is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated by reference herein.
On October 13, 2020, the Company issued a press release announcing the closing
of the Offering, a copy of which is attached as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
1.1 Underwriting Agreement, by and between fuboTV Inc. and Evercore
Group L.L.C. as representative of the several underwriters, dated
October 7, 2020.
10.1 Employment Agreement, by and between David Gandler and the
Company, dated October 8, 2020.
99.1 Press Release, dated October 7, 2020.
99.2 Press Release, dated October 13, 2020.© Edgar Online, source Glimpses
FUBOTV INC. 
