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	PART I - FINANCIAL INFORMATION	1

Item 1.	Financial Statements	4 1

	Condensed Consolidated Balance Sheets as of ~~September~~June 30 ~~2017~~, 2022 (unaudited) and December 31, ~~2016~~2021	4 2

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and ~~Nine~~ Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 (unaudited)	5 3

	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ ~~Deficit~~Equity for the ~~Nine~~ Three and Six Months Ended ~~September~~June 30 ~~2017~~, 2022 and 2021 (unaudited)	6 4

	Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~202 2 and ~~2016~~20 21 (unaudited)	7 6

	Notes to Condensed Consolidated Financial Statements ~~(Unaudited)~~(unaudited)	8 7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17 33

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21 45

Item 4.	Controls and Procedures	21 46

	PART II –- OTHER INFORMATION	48

Item 1.	Legal Proceedings	22 48

Item 1A.	Risk Factors	22 49

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22 88

Item 3.	Defaults Upon Senior Securities	22 89

Item 4.	Mine Safety Disclosures	22 89

Item 5.	Other Information	22 89

Item 6.	Exhibits	22 89

Signatures			23

~~FORWARD-LOOKING STATEMENTS~~

~~This quarterly report~~

BASIS OF PRESENTATION

As used in this Quarterly Report on Form 10-Q ~~contains~~(“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.

FORWARD-LOOKING STATEMENTS

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 regarding our ~~business, financial condition,~~future results of operations and ~~prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates”~~financial position, industry and ~~similar expressions or variations of such words are intended~~business trends, stock-based compensation, revenue recognition, business strategy, plans and market growth, and our objectives for future operations, including related to ~~identify~~investment in our technologies and data capabilities, and strategies with respect to subscriber acquisition, our gaming business and other adjacent markets, and our international operations.

We have based the forward-looking statements ~~but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted~~contained in this ~~quarterly report~~Quarterly Report primarily on ~~Form 10-Q. Additionally, statements concerning~~our current expectations and projections about future ~~matters are forward-looking statements.~~

~~Although forward-looking statements in this quarterly report on Form 10-Q reflect the good faith judgment of our management, such statements can only be based on facts~~events and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, for the fiscal year ended December 31, 2016, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report on Form 10-Q and in other reportstrends that we file with the Securities and Exchange Commission (the “SEC”). You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this quarterly report on Form 10-Q.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with, or furnish to, the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this quarterly report on Form 10-Q, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors thatbelieve may affect our business, financial condition, results of operations, prospects, business strategy and ~~prospects.~~

financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in Part II, Item 1A, “Risk 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 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, 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 1, 2022 (the “Annual Report”).

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RISK FACTORS SUMMARY

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:

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

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

•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.

•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.

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

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

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

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

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

•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.

•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.

•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.

•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.

•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.

•Our products and services related to sports wagering will cause 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

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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.
•Our participation in the sports wagering industry may expose 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.
•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.
•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.
•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.
•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 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 our international operations.
•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.
•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.
•We are subject to taxation-related risks in multiple jurisdictions.
•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.
•Legal proceedings could cause us to incur unforeseen expenses and could occupy a significant amount of our management’s time and attention.
•The impact of worldwide economic conditions may adversely affect our business, operating results, and financial condition.
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PART I –- FINANCIAL INFORMATION

Item 1. Financial Statements

~~Carolco Pictures,~~

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fuboTV Inc.

Condensed Consolidated Balance Sheets

September 30, 2017 December 31, 2016
(unaudited)
ASSETS
Current assets
Cash $ 101,000 $ 77,000
Accounts receivable 10,000 10,000
Prepaid expenses and other current assets 58,000 -
Current assets from discontinued operations - 28,000
Total current assets 169,000 115,000

Deposits 3,000 -
Total Assets $ 172,000 $ 115,000

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses $ 93,000 $ 49,000
Accrued interest related parties 136,000 118,000
Accrued payroll - officers 388,000 422,000
Advances from related parties 31,000 31,000
Deposit on future sale of equity 55,000 55,000
Convertible notes payable, net of discount 13,000 -
Convertible notes payable - related party 484,000 484,000
Derivative liability 1,574,000 12,985,000
Current liabilities from discontinued operations - 226,000
Total current liabilities 2,774,000 14,370,000

Commitments and Contingencies - -

Stockholders' Deficit:
Series A Preferred stock,  par value $0.0001, 5,000,000 shares authorized5,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016 1,000 1,000
Series B Preferred stock,  par value $0.0001, 1,000,000 shares authorized1,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016 - -
Series C Preferred stock,  par value $0.0001, 41,000,000 shares authorized 1,424,491 shares and 41,511,991 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively
- 4,000
Common stock,  par value $0.0001, 300,000,000 shares authorized79,628,783 shares and 33,940 shares issued and outstanding as of September 30, 2017and December 31, 2016, respectively 8,000 -
Additional paid in capital 8,239,000 7,626,000
Non - controlling interest - (189,000 )
Accumulated deficit (10,850,000 ) (21,697,000 )
Total Stockholders' Deficit (2,602,000 ) (14,255,000 )

Total Liabilities and Stockholders' Deficit $ 172,000 $ 115,000

(in thousands, except for share and per share information)

June 30,
2022 December 31,
2021
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 272,671 $ 374,294
Cash reserved for users 724 579
Short-term investments 100,000 —
Accounts receivable, net 31,730 34,308
Prepaid and other current assets 41,460 19,324
Total current assets 446,585 428,505
Property and equipment, net 6,992 6,817
Restricted cash 6,138 5,112
Intangible assets, net 198,684 218,186
Goodwill 616,277 630,269
Right-of-use assets 39,880 37,755
Other non-current assets 47,399 43,134
Total assets $ 1,361,955 $ 1,369,778
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable $ 53,099 $ 56,460
Accrued expenses and other current liabilities 210,980 219,579
Notes payable 5,393 5,113
Deferred revenue 42,297 44,296
Warrant liabilities — 3,548
Long-term borrowings - current portion 2,139 3,668
Current portion of lease liabilities 5,993 4,633
Total current liabilities 319,901 337,297
Convertible notes, net of discount 392,837 316,354
Deferred income taxes 1,671 2,431
Lease liabilities 37,215 34,129
Other long-term liabilities 8,567 8,686
Total liabilities 760,191 698,897
COMMITMENTS AND CONTINGENCIES (Note 14) 0 0
Redeemable non-controlling interest 1,630 —
Stockholders’ equity:
Common stock par value $0.0001: 400,000,000 shares authorized; 185,293,067 and 153,950,895 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively 19 16
Additional paid-in capital 1,867,924 1,691,206
Accumulated deficit (1,253,459) (1,009,293)
Non-controlling interest (11,463) (11,220)
Accumulated other comprehensive income (loss) (2,887) 172
Total stockholders’ equity $ 600,134 $ 670,881
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY $ 1,361,955 $ 1,369,778

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

~~Carolco Pictures~~

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fuboTV Inc.

Condensed Consolidated Statements of Operations

and Comprehensive Loss

(Unaudited)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Revenue $ - $ - $ 41,000 $ -

Cost of goods sold - - 8,000 -

Gross Profit - - 33,000 -

Operating Expenses:
Compensation 64,000 715,000 430,000 804,000
General and administrative 162,000 502,000 325,000 567,000

Total operating expenses 226,000 1,217,000 755,000 1,371,000

Loss from operations (226,000 ) (1,217,000 ) (722,000 ) (1,371,000 )

Other Income (Expense)
Interest expense (32,000 ) (14,000 ) (44,000 ) (211,000 )
Amortization of debt discount (51,000 ) - (51,000 ) -
Financing costs (231,000 ) - (231,000 ) -
Other income (expense) - - 1,000 (2,000 )
Gain on settlement of convertible note - 28,000 - 28,000
Gain on extinguishment of derivative liability - 132,000 - 389,000
Change in fair value of derivative liability (268,000 ) 379,000 11,905,000 (3,826,000 )

Total Other (Income) Expense (582,000 ) 525,000 11,580,000 (3,622,000 )

Income (Loss) From Continuing Operations (808,000 ) (692,000 ) 10,858,000 (4,993,000 )

Income (Loss) From Discontinued Operations:

Loss from operations of discontinued business component - (15,000 ) (68,000 ) $ (110,000 )

Gain from sale of discontinued business component - - 57,000 -

Total Income (Loss) From Discontinued Operations - (15,000 ) (11,000 ) (110,000 )

Net Income (Loss) $ (808,000 ) $ (707,000 ) $ 10,847,000 $ (5,103,000 )

Net income (loss) from continuing operations per common share
-Basic $ (0.01 ) $ (1.85 ) $ 0.34 $ (19.41 )
-Diluted $ (0.01 ) $ (1.85 ) $ 0.27 $ (19.41 )

Net income (loss) from discontinued operations per common share
-Basic $ - $ (0.04 ) $ (0.00 ) $ (0.43 )
-Diluted $ - $ (0.04 ) $ (0.00 ) $ (0.43 )

Net income (loss)
-Basic $ (0.01 ) $ (1.89 ) $ 0.34 $ (19.84 )
-Diluted $ (0.01 ) $ (1.89 ) $ 0.27 $ (19.84 )

Weighted average common shares outstanding
-Basic 79,393,777 373,961 32,156,987 257,265
-Diluted 86,784,507 373,961 39,547,717 257,265

(in thousands, except share and per share amounts)

For the Three Months Ended
June 30, For the Six Months Ended
June 30,
2022 2021 2022 2021
Revenues
Subscription $ 199,943 $ 114,368 $ 419,111 $ 221,482
Advertising 22,020 16,466 45,172 29,072
Wagering (182) — (483) —
Other 109 50 109 — 50
Total revenues 221,890 130,884 463,909 250,604
Operating expenses
Subscriber related expenses 218,900 120,500 464,561 233,807
Broadcasting and transmission 17,157 12,395 37,454 22,946
Sales and marketing 30,789 21,514 76,975 43,657
Technology and development 20,923 20,001 42,348 31,439
General and administrative 27,445 28,293 59,674 46,447
Depreciation and amortization 8,519 9,247 19,981 18,456
Impairment of goodwill 10,682 — 10,682 —
Total operating expenses 334,415 211,950 711,675 396,752
Operating loss (112,525) (81,066) (247,766) (146,148)
Other income (expense)
Interest expense and financing costs (3,680) (4,175) (7,450) (6,629)
Amortization of debt discount (619) (4,043) (1,219) (6,555)
Loss on extinguishment of debt — (380) — (380)
Change in fair value of warrant liabilities — (6,019) (1,701) (6,604)
Other income (expense) 195 — 287 (18)
Total other income (expense) (4,104) (14,617) (10,083) (20,186)
Loss before income taxes (116,629) (95,683) (257,849) (166,334)
Income tax benefit 355 753 758 1,218
Net loss (116,274) (94,930) (257,091) (165,116)
Less: Net loss attributable to non-controlling interest 150 15 243 91
Net loss attributable to common stockholders $ (116,124) $ (94,915) $ (256,848) $ (165,025)
Other comprehensive income (loss)
Foreign currency translation adjustment (844) — (2,215) —
Comprehensive loss $ (116,968) $ (94,915) $ (259,063) $ (165,025)
Net loss per share attributable to common stockholders
Basic and diluted $ (0.63) $ (0.68) $ (1.50) $ (1.27)
Weighted average shares outstanding:
Basic and diluted 185,103,005 140,596,001 171,316,513 129,591,310

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

~~Carolco Pictures~~

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fuboTV Inc.

Condensed Consolidated Statements of ~~Stockholders' Deficit~~

Changes in Stockholders’ Equity

Three and Six Months Ended June 30, 2022 and 2021

(Unaudited)

Common Shares,
$0.0001 Par Value Series A Preferred Series B Preferred Series C Preferred
Per Share $0.0001 Par Value $0.0001 Par Value $0.0001 Par Value Additional Non-
Shares Shares Shares Issued Paid -In Accumulated Controlling Equity
Issued Amount Issued Amount Issued Amount Shares Amount Capital Deficit Interest (Deficit)

Balance December 31, 2016 33,940 $ - 5,000,000 $ 1,000 1,000,000 $ - 40,511,991 $ 4,000 $ 7,626,000 $ (21,697,000 ) $ (189,000 ) $ (14,255,000 )

Issuance of common stock for cash 810,000 - 152,000 152,000

Issuance of common stock for services 501,000 - 410,000 410,000

Issaunce of shares to former officer 1,000 - - -

Conversion of Preferred "C" shares into common 78,175,000 8,000 (39,087,500 ) (4,000 ) (4,000 )

Elimination of non-controlling interest upon sale of S&G - - 189,000 189,000

Issuance of common stock for commitment fee 107,843 - 55,000 55,000

Net income 10,847,000 10,847,000

Balance September 30, 2017 79,628,783 $ 8,000 5,000,000 $ 1,000 1,000,000 $ - 1,424,491 $ - $ 8,239,000 $ (10,850,000 ) 0 $ (2,602,000 )

(in thousands, except share and per share amounts)

Common Stock Additional
Paid-In
Capital Accumulated
Deficit Non-controlling
Interest Accumulated Other Comprehensive Loss Total
Stockholders’
Equity
Shares Amount
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 warrants 540,541 — 10,249 — — — 10,249
Exercise of stock options 349,847 — 443 — — — 443
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 (Unaudited) 182,677,189 $ 18 $ 1,837,195 $ (1,137,335) $ (11,313) $ (2,043) $ 686,522
Issuance of common stock/At-the-market offering, net of offering costs 2,400,000 1 16,391 — — — 16,392
Exercise of stock options 80,275 — 129 — — — 129
Delivery of common stock underlying restricted stock units 135,603 — — — — — —
Stock-based compensation — — 14,209 — — — 14,209
Foreign currency translation adjustment — — — — — (844) (844)
Net loss attributable to non-controlling interest — — — — (150) — (150)
Net loss — — — (116,124) — — (116,124)
Balance at June 30, 2022 (Unaudited) 185,293,067 $ 19 $ 1,867,924 $ (1,253,459) $ (11,463) $ (2,887) $ 600,134

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fuboTV Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
Three and Six Months Ended June 30, 2022 and 2021
(Unaudited)
(in thousands, except share and per share amounts)
Preferred stock Common Stock Additional
Paid-In
Capital Treasury Stock Accumulated
Deficit Non-controlling
Interest Total
Stockholders’
Equity
Shares Amount Shares Amount Shares Amount
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 (Unaudited) — $ — 140,549,783 $ 14 $ 1,383,029 (176,932) $ — $ (696,566) $ (11,170) $ 675,307
Exercise of common stock warrants — — 71,428 — 500 — — — — 500
Recognition of debt discount on 2026 Convertible Notes — — — — (113) — — — — (113)
Exercise of stock options — — 508,664 — 1,200 — — — — 1,200
Stock based compensation — — — — 24,431 — — — — 24,431
Other — — (32,581) — 2 — — — — 2
Net loss attributable to non-controlling interest — — — — — — — — (15) (15)
Net loss — — — — — — — (94,915) — (94,915)
Balance at June 30, 2021 (Unaudited) — $ — 141,097,294 $ 14 $ 1,409,049 (176,932) $ — $ (791,481) $ (11,185) $ 606,397

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

~~Carolco Pictures,~~

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fuboTV Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

For the Nine Months Ended
September 30, 2017 September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 10,847,000 $ (5,103,000 )
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Financing cost 231,000
Common stock issued for commitment fee 55,000
Common stock issued for services 410,000 619,000
Change in fair value of derivative liability (11,905,000 ) 3,826,000
Elimination of non-controlling interest of discontinued operations 189,000
Depreciation expense - 1,000
Amortization of debt discount and debt issuance cost 51,000 79,000
Amortization of intangible assets - 276,000
Gain on settlement of convertible note - (28,000 )
Gain on extinguishment of derivative liability - (389,000 )
Changes in operating liabilities
Accounts receivable - (46,000 )
Prepaid expenses and other current assets (58,000 ) 8,000
Deposits (3,000 ) -
Capitalized production costs - (24,000 )
Accounts payable 39,000 138,000
Accrued interest 18,000 49,000
Accrued payroll (34,000 ) 292,000
Net Cash Used By Operating Activities of Continuing Operations (160,000 ) (302,000 )
Net Cash Used in Operating Activities of Discontinued Operations (198,000 )
Net Cash Used in Operating Activities of Discontinued Operations (358,000 ) (302,000 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition - 107,000
Net Cash Provided by Financing Activities - 107,000

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties - 359,000
Repayments of note payable - related party - (100,000 )
Proceeds from issuance of note payable 270,000 31,000
Repayments of convertible notes payable (40,000 ) (148,000 )
Proceeds from future sale of equity 205,000
Proceeds from sale of common stock 152,000 -
Net Cash Provided by Financing Activities 382,000 347,000

Net Increase in Cash 24,000 152,000
Cash at Beginning of Period 77,000 48,000
Cash at End of Period $ 101,000 $ 200,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ 19,000
Income taxes paid $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock upon conversion of notes payable and accrued interest $ - $ 100,000
Issuance of Series A and B Preferred Stock upon settlement of related party advances and accrued payroll $ - $ 439,000
Issuance of Series A and B Preferred Stock upon acquisition of Recall Studios, Inc. $ - $ 1,221,000
Conversion of 39,087,500 shares of Series C Preferred stock into 79,175,000 shares of common stock $ 8,000 $ -

(in thousands, except share and per share amounts)

For the Six Months Ended
June 30,
2022 2021
Cash flows from operating activities
Net loss $ (257,091) $ (165,116)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 19,981 18,456
Amortization of gaming licenses and market access fees 1,858 —
Stock-based compensation 33,658 33,805
Impairment expense on goodwill 10,682 —
Amortization of debt discount 1,219 6,555
Loss on extinguishment of debt — 380
Deferred income tax benefit (758) (1,218)
Change in fair value of warrant liabilities 1,701 6,604
Amortization of right-of-use assets 2,112 624
Other adjustments 653 245
Changes in operating assets and liabilities of business, net of acquisitions:
Cash reserved for users (145) —
Accounts receivable, net 2,476 (3,413)
Prepaid expenses and other assets (23,662) (5,583)
Accounts payable (2,294) 1,390
Accrued expenses and other liabilities (6,469) 13,233
Deferred revenue (1,962) 7,068
Lease liabilities 209 (454)
Net cash used in operating activities (217,832) (87,424)
Cash flows from investing activities
Cash portion paid for acquisition — (1,740)
Purchases of short-term investments (100,000) —
Purchases of property and equipment (1,055) (2,138)
Capitalization of internal use software (1,949) —
Purchase of intangible assets - gaming (700) —
Payments for market access and license fee deposits (3,462) (1,300)
Net cash used in investing activities (107,166) (5,178)
Cash flows from financing activities
Proceeds from the issuance of common stock / At-the-market offering, net of offering costs 220,188 —
Proceeds from convertible note, net of issuance costs — 389,946
Proceeds from exercise of stock options 572 1,976
Proceeds from the exercise of warrants 5,000 1,312
Repayments of notes payable and long-term borrowings (1,359) (24,709)
Net cash provided by financing activities 224,401 368,525
Net increase (decrease) in cash, cash equivalents and restricted cash (100,597) 275,923
Cash, cash equivalents and restricted cash at beginning of period 379,406 136,221
Cash, cash equivalents and restricted cash at end of period $ 278,809 $ 412,144
Supplemental disclosure of cash flows information:
Interest paid $ 6,639 $ 432
Non-cash financing and investing activities:
Conversion of Series AA preferred stock to common stock $ — $ 406,665
Issuance of treasury stock in connection with acquisition $ — $ 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

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

~~Carolco Pictures,~~

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

~~For the Nine Months Ended September 30, 2017 and 2016~~

(Unaudited)

Note 1 - Organization and ~~Basis~~Nature of ~~Operations~~

~~Carolco Pictures,~~Business

Incorporation

fuboTV Inc. ~~(formerly “Brick Top Productions, Inc.”~~(“fuboTV” or the “Company”) was incorporated under the laws of the State of Florida in February 2009 under the name ~~“York~~York Entertainment, Inc.” The Company changed its name to ~~Brick Top Productions,~~FaceBank Group, Inc. ~~in October 2010. In January 2015,~~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 ~~Brick Top Productions, Inc.~~“FBNK” to ~~Carolco Pictures, Inc. In addition,~~“FUBO.” The Company’s common stock was approved for listing on the New York Stock Exchange (“NYSE”) in ~~January 2015,~~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.

Nature of Business

The Company ~~changed~~is focused on developing its ~~stock symbol~~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. The Company’s revenues are primarily derived from ~~“BTOP” to “CRCO.”~~

~~The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) as promulgated~~the sale of subscription services and the sale of advertisements in the United ~~States of America (“U.S.”) and with instructions~~States.

The Company’s subscription-based streaming services are offered to ~~Form 10-Q pursuant to~~consumers who can sign-up for accounts through which the rules and regulations of Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Article 8-03 of Regulation S-X under the Exchange Act. Accordingly, these condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, we have included all adjustments considered necessary (consisting of normal recurring adjustments) for a fair presentation. Operating results for the nine months ended September 30, 2017 are not indicative of the results that may be expected for the fiscal year ending December 31, 2017. You should read these unaudited condensed consolidated financial statements in conjunctionCompany provides plans with the ~~audited financial statements~~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 ~~the notes thereto included in the Company’s annual report on Form 10-K for~~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, ~~2016 filed on April 10, 2017. The condensed consolidated balance sheet as of December 31, 2016 has been derived from~~2021, the ~~audited financial statements included~~Company launched a business-to-consumer online sports wagering business (“Online Sportsbook”) in the ~~annual report~~states of Iowa and Arizona. The Company is planning to launch in additional states during 2022, and is developing a broader strategic plan for the Online Sportsbook based on ~~Form 10-K~~market conditions and other factors. During the six months ended June 30, 2022, the Company paid $3.5 million for ~~that year.~~

gaming licenses pursuant to market access agreements with third parties in various states (See Note 7).

Note 2 - Liquidity, Going Concern

and Management Plans

The ~~Company’s~~accompanying unaudited condensed consolidated financial statements have been prepared assuming that itthe 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. ~~As reflected in the condensed consolidated financial statements, the~~

The Company had ~~a stockholders’~~cash and cash equivalents and restricted cash of $278.8 million, short-term investments in time deposits of $100.0 million that mature in December 2022, working capital of $126.7 million and an accumulated deficit of ~~$2,602,000 at September~~$1.3 billion as of June 30, ~~2017 and~~2022. The Company incurred a net loss ~~from operations~~of $116.3 million and $257.1 million for the three and six months ended ~~September~~June 30, ~~2017 of $808,000. These factors raise substantial doubt about~~2022, respectively. Since inception, the Company’s ~~ability~~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.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

As discussed further in Note 13, during the six months ended June 30, 2022, the Company received net proceeds of approximately $220.2 million (after deducting $4.5 million in commissions and expenses) from sales of 29,843,580 shares of its common stock, at a weighted average gross sales price of $7.53 per 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 13, 2021 (the “Sales Agreement”).

The Company’s current cash and cash equivalents and short-term investments, consisting of time-based deposits of $100.0 million that will mature in December 2022, will provide us with the necessary liquidity to continue as a going concern ~~within~~for at least one year from the date ~~that the~~of issuance of these financial ~~statements are issued.~~ 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 and other macroeconomic factors, including inflationary cost pressures and potential recession indicators. Based upon the Company’s ~~independent public accounting firm in its audit report~~current assessment, it does not expect the impact of the COVID-19 pandemic and other macroeconomic factors to ~~the financial statements included in the 2016 Annual Report expressed substantial doubt about~~materially impact the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand and raising capital through proceeds from the sale of common stock subscriptions will be sufficient to continue operations through 2017. The ability of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even ifoperations. However, the Company is ~~able~~continuing to ~~obtain additional financing, it~~assess the impact that the spread of COVID-19 and other macroeconomic factors may ~~contain undue restrictions~~have on ~~our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing.~~

its operations.

Note 23 - Summary of Significant Accounting Policies

~~Reverse Stock Split~~

~~In January 2017,~~

Principles of Consolidation and Basis of Presentation

The Company’s consolidated financial statements include the accounts of the Company ~~effected a 1-for-10,000 reverse stock split~~and the accounts of the Company’s ~~common stock.~~wholly-owned subsidiaries and non-wholly owned subsidiaries where the Company has a controlling interest. All ~~shares~~intercompany balances and ~~per-share amounts~~transactions have been ~~retroactively restated~~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. 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 and comprehensive loss are not necessarily indicative of results to be expected for the year ending December 31, 2022 or for any future interim period. The condensed consolidated balance sheet as of December 31, 2021 has been derived from the ~~earliest periods presented to reflect~~audited financial statements; however, it does not include all of the ~~stock split.~~

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, 2021 and notes thereto included in the Company’s Annual Report.

Use of Estimates

The preparation of financial statements in conformity with ~~generally accepted accounting principles~~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 ~~depreciable~~allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business acquisitions, useful lives of property and equipment ~~analysis~~and intangible assets, recoverability of ~~impairments of recorded~~ goodwill and intangible assets, accruals for ~~potential~~contingent liabilities, ~~assumptions made in valuing derivative liabilities and assumptions made in valuing stock~~convertible notes, equity instruments issued in share-based payment arrangements, and accounting for ~~services.~~

~~Principles~~income taxes, including the valuation allowance on deferred tax assets.

Table of ~~Consolidation~~

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Cash, Cash Equivalents and Restricted Cash

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 and time-based deposits. 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.

On June 27, 2022, the Company entered into a time-based deposit totaling $50.0 million which accrues interest monthly at a rate of 2.0% and matures on September 27, 2022. No interest is paid until the settlement date of September 27, 2022.

The following table provides a reconciliation of cash, cash equivalents and restricted cash within the consolidated balance sheets that sum to the total of the same on the consolidated statement of cash flows (in thousands):


	June 30, 2022		December 31, 2021
Cash and cash equivalents	$	272,671	$	374,294
Restricted cash	6,138		5,112
Total cash, cash equivalents and restricted cash	$	278,809	$	379,406

Cash Reserved for Users

The Company maintains separate bank accounts to segregate users’ funds from operational funds. As of June 30, 2022, the cash reserved for users totaled approximately $0.7 million.

Short-term investments

The Company classifies its time-based deposits as cash and cash equivalents or short-term investments if it had a term at inception of greater or less than 90 days in accordance with ASC 320, Investments - Debt and Equity Securities. The Company reassesses the appropriateness of the classification of its investments at the end of each reporting period.

On June 27, 2022, the Company entered into a time-based deposit totaling $100.0 million which accrues interest monthly at a rate of 2.54% and matures on December 27, 2022 and is included in short-term investments on the accompanying consolidated balance sheet as of June 30, 2022. No interest is paid until the settlement date of December 27, 2022.

At June 30, 2022, the Company had $100.0 million of short-term investments classified as held-to-maturity.

Certain Risks and Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of demand deposits, time-based deposits and accounts receivable. The Company maintains cash deposits with financial institutions that at times exceed applicable insurance limits.

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

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Segment and Reporting Unit Information

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. The Company’s Chief Executive Officer is determined to be the CODM. The CODM reviews financial information and makes resource allocation decisions at the consolidated ~~subsidiaries and/or entities are~~group level. The Company has two operating segments as ~~follows:~~

~~Name~~ of June 30, 2022 and December 31, 2021, streaming and wagering. Significant Accounting Policies For a detailed discussion of the Company’s significant accounting policies, see Note 3 to the consolidated ~~subsidiary or entity~~	~~State or other jurisdiction of incorporation or organization~~	~~Date of incorporation or formation (date of acquisition, if applicable)~~	~~Attributable~~ ~~interest~~

~~York Productions, LLC~~	~~The State of Florida~~	~~October 22, 2008 (June 1, 2010)~~		60	%

~~York Productions II, LLC~~	~~The State of Florida~~	~~June 13, 2013~~		60	%

~~Recall Studios, Inc.~~	~~The State of Nevada~~	~~March 30, 2016 (July 27, 2016)~~		~~100~~	%

~~The accompanying~~ financial statements ~~are consolidated~~for the year ended December 31, 2021, included in the Company’s Annual Report. Except for the accounting for the 2026 Convertible Notes discussed in Note 10 and ~~include~~Licensed Content below, there were no significant changes to the ~~accounts of~~Company’s accounting policies during the six months ended June 30, 2022.

Licensed Content

During the six months ended June 30, 2022, the Company ~~and its majority owned subsidiaries.~~ 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”). These program rights are expensed in a manner consistent with how it expects to monetize the licensed content, which is primarily based on subscription revenue.

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

Foreign Currency

The ~~consolidated accounts include 100%~~Company’s reporting currency is the U.S. dollar while the functional currency of each non-U.S. subsidiary is determined based on the primary economic environment in which such subsidiary operates. The financial statements of non-U.S. subsidiaries are translated into United States dollars in accordance with ASC 830, Foreign Currency Matters, using period-end rates of exchange for assets and liabilities, and average rates of ~~our majority owned subsidiaries,~~exchange for the period for revenues, costs, and expenses and historical rates for equity. Translation adjustments resulting from the ~~ownership interests~~process of ~~minority investors~~translating the local currency financial statements into U.S. dollars are recorded as a minority interest. All inter-company balances and transactions have been eliminated. York Productions, LLC and York Productions II, LLC are currently inactive. On June 15, 2017, Carolco Pictures,included in determining other comprehensive income (loss).

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fuboTV Inc. ~~entered into a Purchase and Sale Agreement with Metropolitan Sound + Vision LLC, a South Carolina limited liability company. Pursuant~~

Notes to the Agreement, the Company agreed to sell to Metro all of the shares of common stock of S&G Holdings, Inc., a Tennessee corporation doing business as High Five Entertainment owned by the Company, which constitute 75% of the issued and outstanding shares of S&G.

~~Concentrations~~

~~During the nine months ended September 30, 2017, the Company had one customer that accounted for 90% of sales. During the nine months ended September 30, 2016, the Company had no sales.~~

~~Income (Loss)~~Condensed Consolidated Financial Statements

(Unaudited)

Net Loss Per Share

Basic ~~income (loss)~~net loss per share is computed by dividing net ~~income (loss)~~loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants.

For the nine months ended September 30, 2017, the dilutive impact of a note payable that can convert into 13 shares of common stock and warrants exercisable into 239 shares of common stock have been excluded because their impact on the income per share is anti-dilutive. For the nine months ended September 30 2017, the calculation of diluted earnings per share included convertible Series B Preferred stock that can convert into 2,000,000 shares of common stock, convertible Series C Preferred stock that can convert into 2,848,982 shares of common stock, and notes that can convert into 2,541,748 shares of common stock. For the nine months ended September 30, 2016, the dilutive impact of 295 warrants, Series B Preferred stock that can convert into 2,000,000 shares of common stock and notes that can convert into 399,333,333 shares of common stock have been excluded because their impact on the loss per share is anti-dilutive.

The following table ~~sets forth~~presents the ~~computation~~calculation of basic and diluted ~~earnings~~net loss per ~~share:~~

Nine months ended
September 30,
Three months ended
September 30,

2017 2016 2017 2016
Earnings per share – Basic
Income (Loss) for the period $ 10,847,000 $ (5,103,000 ) $ (808,000 ) $ (707,000 )
Basic average common stock outstanding 32,156,987 257,265 79,393,777 373,961
Net earnings per share $ 0.34 $ (19.84 ) $ (.01 ) $ (1.89 )

Nine months ended
September 30, Three months ended
September 30,
2017 2016 2017 2016
Earnings per share - Diluted
Income (Loss) for the period $ 10,847,000 $ (5,103,000 ) $ (808,000 ) $ (1,823,000 )
Basic average common stock outstanding 32,156,987 257,265 79,393,777 373,961
Diluted effect from preferred stock and convertible notes 7,390,730 - 7,390,730 -
Diluted average common stock outstanding 39,547,717 257,265 86,784,507 373,961
Net earnings per share $ 0.27 $ (19.84 ) $ (0.01 ) $ 1.89 )

~~Derivative Financial Instruments~~

share (in thousands, except shares and per share data):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Basic loss per share:
Net loss	$	(116,274)	$	(94,930)	$	(257,091)	$	(165,116)
Less: net loss attributable to non-controlling interest	150		15		243		91
Net loss attributable to common stockholders	(116,124)		(94,915)		(256,848)		(165,025)

Shares used in computation:
Weighted-average common shares outstanding	185,103,005		140,596,001		171,316,513		129,591,310
Basic and diluted loss per share	$	(0.63)	$	(0.68)	$	(1.50)	$	(1.27)

The ~~Company evaluates its financial instruments to determine if such instruments~~following common share equivalents are ~~derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities,~~excluded from the ~~derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements~~calculation of ~~operations. For stock-based derivative financial instruments, the Company uses a probability~~ weighted average ~~Black-Scholes-Merton models~~common shares outstanding because their inclusion would have been anti-dilutive:


	June 30,
	2022	2021
Warrants to purchase common stock	3	1,750,843
Stock options	15,854,229	16,630,240
Unvested restricted stock units	7,158,200	1,243,757
Convertible notes variable settlement feature	6,966,078	6,966,078
Total	29,978,510	26,590,918

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fuboTV Inc.

Notes to ~~value~~ the ~~derivative instruments at inception and on subsequent valuation dates through the September 30, 2017, reporting date.~~

~~The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.~~

Condensed Consolidated Financial Statements

(Unaudited)

Recently ~~Issued~~Adopted Accounting ~~Pronouncements~~

Standards

In ~~May 2014,~~August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~No. 2014-09,~~~~Revenue from~~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 ~~Customers~~.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 ~~2014-09 is a comprehensive revenue recognition standard~~simplifies the diluted earnings per share calculation by requiring that ~~will supersede nearly all existing revenue recognition guidance under current U.S. GAAP~~an entity use the if-converted method and ~~replace it with a principle based approach for determining revenue recognition.~~that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU ~~2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract.~~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 $12.7 million in Accumulated deficit. Additionally, from January 1, 2022, as related to the 2026 Convertible Notes (see Note 10) we will ~~require additional disclosure about~~no longer incur non-cash interest expense for the ~~nature, amount, timing~~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 ~~uncertainty~~when profitability is achieved.

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


	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)

Under the modified retrospective method, the Company does not need to restate the comparative periods in transition and will continue to present financial information and disclosures for periods before January 1, 2022 in accordance with guidance under ASC 470-20, Debt: Debt with Conversion and Other Options (ASC 470-20). The adoption did not impact previously reported amounts in the Company’s condensed consolidated statements of operations and comprehensive loss, cash flows ~~arising from customer contracts, including significant judgments~~ and ~~changes in judgments~~the basic and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. Entities will be able to transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is in the process of evaluating the impact of ASU 2014-09 on the Company’s financial statements and disclosures.

diluted net loss per share amounts.

In ~~February~~June 2016, the FASB issued ASU ~~No. 2016-02~~~~, Leases~~. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

~~July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain~~ 2016-13, “Financial Instruments ~~with Down Round Features, (Part II) Replacement of~~- Credit Losses.” The ASU sets forth a “current expected credit loss” model which requires the ~~Indefinite Deferral~~Company to measure all expected credit losses for ~~Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities~~financial instruments held at the reporting date based on historical experience, current conditions, and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature)reasonable supportable forecasts. This replaces the existing incurred loss model and is ~~considered indexed~~applicable to the ~~entity’s own stock. As a result,~~measurement of credit losses on financial ~~instruments (or embedded conversion features) with down round features may no longer be required~~assets measured at amortized cost and applies to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance insome off-balance sheet credit exposures. This ASU ~~2017-11 is~~was effective for fiscal years beginning after December 15, ~~2018, and~~2019, including interim periods within those fiscal ~~years. Early~~years, with early adoption ~~is permitted,~~permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company adopted this ASU in January 2022 and the ~~guidance is to be applied using a full or modified retrospective approach. The Company has early adopted ASU 2017-11 in the third quarter of 2017 . The~~ adoption ~~of ASU 2017-11 is~~did not ~~expected to~~ have a material impact on the Company’s condensed consolidated financial statements and related disclosures.

~~Other recent accounting pronouncements issued by~~

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

In March 2019, the FASB ~~including its Emerging Issues Task Force,~~issued ASU 2019-02, Entertainment-Films-Other Assets-Film Costs (Subtopic 926-20) and Entertainment-Broadcasters-Intangibles-Goodwill and Other (Subtopic 920-350): Improvements to Accounting for Costs of Films and License Agreements for Program Materials, to align the ~~American Institute~~accounting for production costs of ~~Certified Public Accountants,~~an episodic television series with the accounting for production costs of films by removing the content distinction for capitalization. The amendments also require that an entity reassess estimates of the use of a film for a film in a film group and account for any changes prospectively. In addition, this guidance requires an entity to test for impairment a film or license agreement within the scope of ASC 920-350 at the film group level, when the film or license agreement is predominantly monetized with other films and/or licensed agreements. The Company adopted this ASU in January 2022, and the ~~Securities and Exchange Commission~~adoption did not ~~or are not believed by management to~~ have a material impact on the Company’s ~~present or future~~condensed consolidated financial ~~statement presentation or~~statements and related disclosures.

~~Note 3 – Convertible Notes Payable~~

~~On August 28, 2017,~~

Recently Issued Accounting Standards

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company ~~issued~~undertakes a ~~convertible promissory note~~study to ~~Power Up Lending Group in~~determine the ~~amount of $40,000. The note is due on June 10, 2018 and bears interest at 8% per annum. The loan becomes convertible 180 days after the date~~consequences of the ~~note.~~change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change.

Note 4 – Acquisitions

Molotov S.A.S

On December 6, 2021, the Company acquired approximately 98.5% of the equity interests in Molotov S.A.S (“Molotov”), a television streaming platform located in France, for €101.7 million or $115.0 million (“Molotov Acquisition”). The ~~loan~~consideration paid in cash totaled €14.4 million or $16.3 million, and ~~any accrued interest can then be converted into~~the issuance of 5.7 million shares of the Company’s common stock with a fair value of approximately $98.8 million. Molotov is included in the streaming segment.

The Molotov Acquisition was accounted for using the acquisition method of 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 and six months ended June 30, 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 six months ended June 30, 2022, the Company recorded 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.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the allocation of the purchase price to the net assets acquired, inclusive of intangible assets, with the excess fair value recorded to goodwill (in thousands):


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

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

The estimated useful lives and fair value of the intangible assets acquired are as follows (in thousands):


	Estimated Useful Lives (Years)	Fair Value
Customer relationships	2	$	9,271
Trade names	2	$	679
Software and technology	6	$	8,479
Total		$	18,429

Note 5 - Revenue from Contracts with Customers

Disaggregated revenue

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Subscription	$	199,943	$	114,368	$	419,111	$	221,482
Advertising	22,020		16,466		45,172		29,072
Wagering	(182)		—		(483)		—
Other	109		50		109		50
Total revenues	$	221,890	$	130,884	$	463,909	$	250,604

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables summarize subscription revenue and advertising revenue by region for the three and six months ended June 30, 2022 and 2021 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
United States and Canada	$	216,122	$	130,725	$	452,896	$	250,342
Rest of world	5,841		109		11,387		212
Total subscription and advertising revenues	$	221,963	$	130,834	$	464,283	$	250,554

Contract balances

There were no losses recognized related to any receivables arising from the Company’s contracts with customers for the six months ended June 30, 2022 and 2021.

For the three and six months ended June 30, 2022 and 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 June 30, 2022 and December 31, 2021.

The Company’s contract liabilities primarily relate to upfront payments and consideration received from customers for subscription services. As of June 30, 2022, and December 31, 2021, the Company’s contract liabilities totaled approximately $42.3 million and $44.3 million, respectively, and are recorded as deferred revenue on the accompanying condensed consolidated balance sheets.

Transaction price allocated to remaining performance obligations

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.

Note 6 – Property and equipment, net

Property and equipment, net, is comprised of the following (in thousands):


	Useful Life (Years)	June 30, 2022		December 31, 2021
Buildings	20	$	732	$	732
Furniture and fixtures	5	429		361
Computer equipment	3-5	3,950		3,856
Leasehold improvements	Term of lease	5,196		4,495
		10,307		9,444
Less: Accumulated depreciation		(3,315)		(2,627)
Total property and equipment, net		$	6,992	$	6,817

Depreciation expense totaled approximately $0.4 million and $0.2 million for the three months ended June 30, 2022 and 2021, respectively. Depreciation expense totaled approximately $0.8 million and $0.3 million for the six months ended June 30, 2022 and 2021, respectively.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 7 – Intangible Assets and Goodwill

Intangible Assets

The table below summarizes the Company’s intangible assets at June 30, 2022 and December 31, 2021 (in thousands):


	Useful Life (Years)	Weighted Average Remaining Life (Years)	June 30, 2022
			Intangible Assets		Accumulated Amortization		Net Balance
Customer relationships	2	1.2	$	32,280	$	(26,187)	$	6,093
Trade names	2 - 9	6.7	38,826		(9,733)		29,093
Software and technology	3 - 9	6.4	197,174		(47,193)		149,981
Gaming licenses and market access fees	2 - 5	4.1	15,701		(2,184)		13,517
Total			$	283,981	$	(85,297)	$	198,684


	Useful Lives (Years)	Weighted Average Remaining Life (Years)	December 31, 2021
			Intangible Assets		Accumulated Amortization		Net Balance
Customer relationships	2	2.2	$	32,965	$	(21,105)	$	11,860
Trade names	2 - 9	7.2	38,876		(7,455)		31,421
Software and technology	3 - 9	8.7	195,852		(35,572)		160,280
Gaming licenses and market access fees	2 - 5	4.8	14,951		$	(326)	$	14,625
Total			$	282,644	$	(64,458)	$	218,186

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 million and $9.1 million for the three months ended June 30, 2022 and 2021, respectively. The Company recorded amortization expense related to the above intangible assets of approximately $21.0 million and $18.1 million for the six months ended June 30, 2022 and 2021, respectively.

The estimated future amortization expense associated with intangible assets, net is as follows (in thousands):


Year ended December 31,	Future Amortization
2022	$	23,859
2023	33,919
2024	30,522
2025	27,731
2026	27,259
Thereafter	55,394
Total	$	198,684

Prepaid Market Access Agreements

During the six months ended June 30, 2022, the Company paid $3.5 million for gaming licenses pursuant to market access agreements in states where the market access is pending regulatory approval as of June 30, 2022. The $3.5 million is included in other non-current assets on the accompanying condensed consolidated balance sheet as of June 30, 2022.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Goodwill

The following table is a summary of the changes to goodwill for the six months ended June 30, 2022 (in thousands):


	Streaming		Wagering		Total
Balance - December 31, 2021	$	619,587	$	10,682	$	630,269
Molotov purchase accounting adjustment	(497)		—		(497)
Impairment	—		(10,682)		$	(10,682)
Foreign currency translation adjustment	(2,813)		—		$	(2,813)
Balance - June 30, 2022	$	616,277	$	—	$	616,277

Annually, or upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers. We measure recoverability of goodwill at the reporting unit level.

As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an interim impairment test of its goodwill and long-lived assets as of June 30, 2022.

The process of determining the fair value of a reporting unit is highly subjective and involves the use of significant estimates and assumptions. The Company’s June 30, 2022 goodwill impairment test reflected an allocation of 50% and 50% between income and market-based approaches, respectively. The income-based approach also takes into account the future growth and profitability expectations. Significant inputs into the valuation models included the control premium, discount rate, and revenue market multiples as follows:


	Streaming	Wagering
Control premium	30.0%	30.0%
Discount rate	27.0%	19.5%
Revenue multiples	0.4x to 0.7x	0.4x to 0.7x

As a result of this testing, the Company recorded a non-cash goodwill impairment charge of $10.7 million during the three months ended June 30, 2022 for the wagering segment due to changes in operating conditions, including temporary delays of launches in new markets. The impairment charge represents all of the goodwill in the wagering segment.

No impairments were recorded to long-lived assets in either segment.

While management cannot predict if or when additional future goodwill impairments may occur, additional goodwill impairments could have material adverse effects on the Company’s operating income, net assets, and/or the Company’s cost of, or access to, capital.

Goodwill includes an accumulated impairment charge of $148.1 million related to the historical Facebank reporting unit included in the streaming segment and $10.7 million in the wagering segment.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note 8 – Accounts Payable, Accrued Expenses, and Other Liabilities

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


	June 30, 2022		December 31, 2021
Affiliate fees	$	167,449	$	177,692
Broadcasting and transmission	13,734		15,179
Selling and marketing	14,077		17,750
Accrued compensation	11,344		12,107

Legal and professional fees	4,973		7,316
Sales tax	33,242		27,316
Deferred royalty	11,139		10,510
Accrued interest	5,118		5,057
Subscriber related	2,508		3,601
Other	9,062		8,197
Total	$	272,646	$	284,725

Note 9 – Income Taxes

The Company recorded income tax benefits of $0.8 million and $1.2 million during the six months ended June 30, 2022 and 2021, respectively. The tax benefits were primarily associated with the recognition of deferred tax assets for the future tax benefits for a small portion of its losses in these periods.

The effective tax rate for the six months ended June 30, 2022 and June 30, 2021 were 0.29% and 0.73% respectively.The Company’s effective tax rates were lower than the U.S, statutory rate of 21% as almost full valuation allowances were recorded against the Company’s deferred tax assets for the future tax benefits of its losses in these periods.

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 June 30, 2022 and December 31, 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.

Note 10 – Notes Payable, Long-Term Borrowing, and Convertible Notes

Notes payable, long-term borrowing, and convertible notes as of June 30, 2022 and December 31, 2021 consist of the following (in thousands):


Note	Stated Interest Rate	Principal Balance		Capitalized Interest		Debt Discount		June 30, 2022
2026 Convertible Notes	3.25%	$	402,500	$	—	$	(9,663)	$	392,837
Note payable	10.0%	2,700		2,657		—		5,357
Bpi France	2.25%	2,139		—		—		2,139

Other	4.0%	30		6		—		36
		$	407,369	$	2,663	$	(9,663)	$	400,369

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)


Note	Stated Interest Rate	Principal Balance		Capitalized Interest		Debt Discount		December 31, 2021
2026 Convertible Notes	3.25%	$	402,500	$	—	$	(86,146)	$	316,354
Note payable	10.0%	2,700		2,377		—		$	5,077
Bpi France	2.25%	2,422		—		—		$	2,422
Société Générale	0.25%	1,246		—		—		$	1,246
Other	4.0%	30		6		—		36
		$	408,898	$	2,383	$	(86,146)	$	325,135

2026 Convertible Notes

On February 2, 2021, the Company issued $402.5 million of convertible notes (“2026 Convertible Notes.”) The 2026 Convertible Notes bear interest from February 2, 2021, at a rate of ~~63% multiplied by the average~~3.25% per annum, payable semi-annually in arrears on February 15 and 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. 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 ~~three lowest~~2026 Convertible Notes was $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:

(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;

(ii)during the 5-business day period after any 5 consecutive trading day period in which the trading price for each trading day of such 5 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.

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 ~~the previous ten (10)~~any 30 consecutive trading day ~~trading~~ period ending on, and including, the ~~latest complete~~ trading day ~~prior to~~immediately preceding the ~~conversion date. Pursuant to current accounting guidelines,~~date on which the Company ~~recorded~~provides notice of redemption at a ~~note discount~~redemption price equal to 100% of ~~$40,000~~the principal amount of the 2026 Convertible Notes to ~~account for~~be redeemed, plus accrued and unpaid interest to, but excluding, the ~~note’s derivative liability. On September 29, 2017~~redemption date. Upon conversion, the ~~note~~Company can elect to deliver cash or shares or a combination of cash or shares.

As discussed in Note 3, the Company adopted ASU 2020-06 and ~~all accrued interest was paid off and~~ the ~~remaining~~ portion of 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 expense through the scheduled maturity of the 2026 Convertible Notes.

During the three and six months ended June 30, 2022, the Company paid approximately $6.5 million and $6.5 million, respectively, of interest expense in connection with the 2026 Convertible Notes and recorded amortization expense of $0.6 million and $1.2 million, respectively, included in amortization of debt discount in the condensed consolidated statements of operations and comprehensive loss. The fair value (Level 2) of the 2026 Convertible Notes was $123.6 million.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Note payable

The Company has recognized, through the consolidation of its subsidiary Evolution AI Corporation (“EAI”), a $2.7 million note ~~discount~~payable bearing interest at the rate of 10% per annum that was ~~amortized.~~

due on October 1, 2018 (“CAM Digital Note”). The cumulative accrued interest on the CAM Digital Note amounts to $2.4 million. The CAM Digital Note is currently in a default condition due to non-payment of principal and interest. On June 6, 2022, CamDigital, LLC filed a lawsuit against Pulse Evolution Corporation (“Pulse Evolution”), a subsidiary of EAI, seeking payment of principal and interest under the Cam Digital Note from Pulse Evolution. The outstanding balance as of June 30, 2022, including interest and penalties, is $5.4 million and is included in notes payable on the accompanying condensed consolidated balance sheet.

Other

The Company assumed, through the consolidation of its subsidiary EAI, a $30,000 note payable due to a relative of the former Chief Executive Officer, John Textor bearing interest at the rate of 4.0% per annum. As of June 30, 2022, the principal balance and accrued interest totaled approximately $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. During the three months ended June 30, 2022, the Company repaid principal and interest of approximately $1.4 million. As of June 30, 2022, the principal balance totaled approximately $2.1 million.

Note 11 – Segments

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 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.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables set forth our financial performance by reportable segment for the three and six months ended June 30, 2022 (in thousands). Comparable information is not presented because the wagering business had not commenced operations during the three and six months ended June 30, 2021.


	Three Months Ended June 30, 2022
	Streaming		Wagering		Total
Revenue	$	222,072	$	(182)	$	221,890
Adjusted operating expenses
Subscriber related expenses	218,864		—		218,864
Broadcasting and transmission	17,157		—		17,157
Sales and marketing	23,826		2,711		26,537
Technology and development	15,381		2,637		18,018
General administrative	16,953		3,476		20,429
Depreciation and amortization	8,410		109		8,519
Impairment of goodwill	—		10,682		10,682
Total adjusted operating expenses	$	300,591	$	19,615	$	320,206
Stock-based compensation					$	14,209
Other expense					$	4,104
Loss before income taxes	$	(78,519)	$	(19,797)	$	(116,629)
Total Assets	$	1,296,311	$	65,644	1,361,955
Total Goodwill	$	616,277	$	—	616,277


	Six Months Ended June 30, 2022
	Streaming		Wagering		Total
Revenue	$	464,392	$	(483)	$	463,909
Adjusted operating expenses
Subscriber related expenses	$	464,485	$	—	464,485
Broadcasting and transmission	$	37,454	$	—	37,454
Sales and marketing	$	57,644	$	6,199	63,843
Technology and development	$	31,647	$	5,111	36,758
General administrative	$	37,445	$	7,369	44,814
Depreciation and amortization	$	19,766	$	215	19,981
Impairment of goodwill	—		10,682		$	10,682
Total adjusted operating expenses	$	648,441	$	29,576	$	678,017
Stock-based compensation					$	33,658
Other expense					$	10,083
Loss before income taxes	$	(184,049)	$	(30,059)	$	(257,849)
Total Assets	$	1,296,311	$	65,644	1,361,955
Total Goodwill	$	616,277	$	—	616,277

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

The following tables set forth our financial performance by geographical location (in thousands):


	Total Revenue				Total Assets
	Three Months Ended June 30, 2022		Six Months Ended June 30, 2022		June 30, 2022
United States	$	214,775	$	451,248	$	1,205,433
Rest of world	7,115		12,661		156,522
Total	$	221,890	$	463,909	$	1,361,955

Note 12 – Fair Value Measurements

The Company’s assets and liabilities measured at fair value on a recurring basis consisted of the following as of June 30, 2022, and December 31, 2021 (in thousands):


	Fair value measured at June 30, 2022
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets at fair value:
Cash and cash equivalents	$	272,671	$	—	$	—	$	272,671
Short-term investments	$	100,000	$	—	$	—	$	100,000
Total assets at fair value	$	372,671	$	—	$	—	$	372,671


	Fair value measured at December 31, 2021
	Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)		Total
Assets at fair value:
Cash and cash equivalents	$	374,294	$	—	0		$	374,294
Total assets at fair value	$	374,294	$	—	$	—	$	374,294

Liabilities at fair value:
Warrant liabilities	$	—	$	—	$	3,548	$	3,548
Total liabilities at fair value	$	—	$	—	$	3,548	$	3,548

The Company's cash and cash equivalents, and time-based deposits are recorded at carrying value, which generally approximates fair value based on Level 1 measurements. These instruments are valued using quoted market prices for identical unrestricted instruments in active markets. As of June 30, 2022, the Company held $50.0 million of time-based deposits classified as cash and cash equivalents and $100.0 million of time-based deposits classified as short-term investments in the condensed consolidated balance sheet. There were no time-based deposits as of December 31, 2021.See Note 3 for further discussion of the Company’s accounting policies relating to its time-based deposits.

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 and comprehensive loss.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

As of June 30, 2022, there were no warrant liabilities outstanding.

The following table presents changes in Level 3 liabilities measured at fair value (in thousands) for the six months ended June 30, 2022. Unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category.


	Warrant liabilities
Fair value at December 31, 2021	$	3,548
Change in fair value	1,701
Redemption	(5,249)


Fair value at June 30, 2022	$	—

Note 13 – Stockholders’ Equity

At-the-Market Sales Agreement

On August ~~29, 2017,~~13, 2021, the Company ~~issued~~entered into an At-the-Market Sales Agreement ( “Sales Agreement”) with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents (each, a ~~convertible promissory note~~“manager” and together, the “managers”), under which the Company may, from time to ~~Crown Bridge Partners~~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 managers (the “Offering”).

Upon delivery of a placement notice and 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 ~~amount~~sale of ~~$35,000. The note is due on August 29, 2018 and bears interest~~common stock at ~~10% per annum. The loan and any accrued interest can then be converted into~~a commission rate of up to 3% of the gross sales price of the shares of the Company’s common stock ~~at a rate of 55% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior~~sold through them pursuant to the ~~conversion date. Pursuant~~Sales Agreement. The Company is not obligated to, ~~current accounting guidelines,~~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 pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

During the six months ended June 30, 2022, the Company ~~recorded a note discount~~received net proceeds of ~~$35,000 to account for the note’s derivative liability.~~

~~On September 5, 2017, the Company issued a convertible promissory note to LG Capital Funding~~approximately $220.2 million (after deducting $4.5 million in ~~the amount~~commissions and expenses) from sales of ~~$52,500. The note is due on September 5, 2018 and bears interest at 6% per annum. The loan and any accrued interest can then be converted into~~29,843,580 shares of ~~the Company’s~~its common stock, at a ~~rate~~weighted average gross sales price of ~~58% multiplied by the lowest trading price during the previous twenty (20) day trading period ending on the latest complete trading day prior~~$7.53 per share pursuant to the ~~conversion date. Pursuant~~Sales Agreement.

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fuboTV Inc.

Notes to ~~current accounting guidelines,~~ the ~~Company recorded a note discount of $52,500 to account for the note’s derivative liability.~~

On September 12, 2017, the Company issued a convertible promissory note to EMA Financal in the amount of $100,000. The note is due on September 5, 2018 and bears interest at 10% per annum. The loan and any accrued interest can then be converted into sharesCondensed Consolidated Financial Statements

(Unaudited)

Warrants

A summary of the Company’s ~~common stock at a rate~~outstanding warrants as of ~~50% multiplied by~~June 30, 2022, are presented below (in thousands, except share and exercise price):


	Number of Shares	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 June 30, 2022	3	$	24,000.00	$	—	0.0

Stock-based compensation

During the ~~lowest trading price during the previous twenty-five (25) day trading period ending on the latest complete trading day prior to the conversion date. Pursuant to current accounting guidelines,~~three and six months ended June 30, 2022 and 2021 the Company ~~recorded a note discount of $100,000~~recognized stock-based compensation expense as follows (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Subscriber related	$	36	$	16	$	76	$	30
Sales and marketing	4,253		790		13,133		1,503
Technology and development	2,905		8,551		5,589		10,621
General and administrative	7,015		15,074		14,860		21,651
	$	14,209	$	24,431	$	33,658	$	33,805

Options

The Company provides option grants to ~~account for~~employees, directors, and consultants under the ~~note’s derivative liability.~~

~~On September 22, 2017, the Company issued a convertible promissory note to Essex Global Investment in the amount of $43,000.~~fuboTV Inc. 2020 Equity Incentive Plan, as amended (the "2020 Plan"). The note is due on September 22, 2018 and bears interest at 10% per annum. The loan and any accrued interest can then be converted into shares of the Company’s common stock at a rate of 58% multiplied by the lowest trading price during the previous twenty-five (25) day trading period ending on the latest complete trading day prior to the conversion date. Pursuant to current accounting guidelines, the Company recorded a note discount of $43,000 to account for the note’s derivative liability.

~~As of September 30, 2017, outstanding balance of the notes payable amounted to $231,000, accrued interest of $18,000 and unamortized note discount of $218,000.~~

~~Note 4– Convertible Notes Payable to Related Parties~~

~~Chairman and CEO~~

In July 2015, the Company issued convertible promissory notes to Alex Bafer, Chairman and CEO, in exchange for the cancellation of previously issued promissory notes in the aggregate of $530,000 and accrued interest of $13,000 for a total of $543,000. The notes are unsecured, bear interest of 5% per annum, matured on October 1, 2015 and are convertible to shares of common stock at a conversion price equal to the lowest closing stock price during the 20 trading days prior to conversion with a 50% discount.

In October 2015, the notes matured and became past due. As a result, the stated interest of 5% increased to 22% pursuant to the term of the notes. In July 2016, the Company and Mr. Bafer agreed to extend the maturity date of these notes to August 1, 2017 and cure the default. There were no other terms changed and no additional compensation paid. As of September 30, 2017 and December 31, 2016, the total outstanding note balance amounted to $434,000 and $434,000, and accrued interest of $136,000 and $118,000, respectively. The notes are currently past due.

~~Shareholder~~

On December 28, 2016, the Company issued an unsecured convertible promissory note in the principal amount of $50,000 to a shareholder. The note bears interest at 5% per annum, is due on March 24, 2017, and is convertible into shares of common stock at a conversion price of $4,000 per share. The note is currently past due.

~~Note 5- Derivative Liability~~

The FASB has issued authoritative guidance whereby instruments which do not have fixed settlement provisions are deemed to be derivative instruments. Certain warrants issued to investors and conversion features of notes payable did not have fixed settlement provisions because either their exercise prices will be lowered if the Company issues securities at lower prices in the future or the conversion price is variable. In addition, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. In accordance with the FASB authoritative guidance, the conversion feature of the notes was separated from the host contract (i.e., the notes) and the fair value of each stock option grant is estimated on the ~~warrants have been recognized as~~date of grant using the Black-Scholes option pricing model. The Company historically has lacked sufficient company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based primarily on the historical volatility of a ~~derivative and will be re-measured at~~publicly-traded set of peer companies with consideration of the ~~end~~volatility of ~~every reporting period with the change in value reported in the statement of operations.~~

~~The derivative liabilities were valued at the following dates using a probability based weighted-average Black-Scholes-Merton model with the following average assumptions:~~

September 30, 2017 December 31, 2016
Stock Price $ 0.51 $ 4.0
Risk free interest rate 0.84 % 0.51% - 0.62 %
Expected Volatility 525 % 383 %
Expected life in years .92-1.00 0.21-0.57
Expected dividend yield 0 % 0 %

Fair Value – Warrants $ 0 $ 11,930,000
Fair Value – Note Conversion Feature 1,574,000 1,055,000
Total $ 1,574,000 $ 12,985,000

its own traded stock price. The risk-free interest rate ~~was based on rates established~~is determined by referencing the ~~Federal Reserve Bank. The Company uses~~U.S. Treasury yield curve in effect at the ~~historical volatility~~time of ~~its common stock to estimate the future volatility for its common stock. The expected life~~grant of the ~~derivative securities was determined by~~award for time periods approximately equal to the ~~remaining contractual life~~expected term of the ~~derivative instrument. For derivative instruments that already matured, the Company used the estimated life. The expected~~award. Expected dividend yield ~~was~~is based on the fact that the Company has ~~not~~never paid cash dividends ~~to its common stockholders in the past~~ and does not expect to pay any cash dividends ~~to its common stockholders~~ 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.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Stock Options

A summary of stock option activity for the six months ended June 30, 2022, is as follows (in thousands, except share and per share amounts):


	Number of Shares	Weighted Average Exercise Price		Total Intrinsic Value		Weighted Average Remaining Contractual Life (Years)
Outstanding as of December 31, 2021	11,454,890	$	6.40	$	70,231	7.4

Exercised	(430,122)	$	1.33
Forfeited or expired	(443,836)	$	10.30
Outstanding as of June 30, 2022	10,580,932	$	6.45	$	4,248	6.5

Options vested and exercisable as of June 30, 2022	7,524,928	$	4.83	$	4,124	5.4

There were no options granted during the three and six ended June 30, 2022.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the Company ~~recorded $495,000~~granted options to purchase 158,399 shares of common stock with an aggregate fair value of $2.5 million. The following was used in ~~derivative liability~~determining the fair value of stock options granted during the six months ended June 30, 2021:


	Six months ended June 30,
		2021
Dividend yield		$	—
Expected price volatility		45.04		%
Risk free interest rate		1.0		%
Expected term (years)		6.0

As of June 30, 2022, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $14.2 million to be recognized over a period of 1.8 years. As of June 30, 2021, the estimated value of unrecognized stock-based compensation expense related to unvested options was approximately $34.0 million to be recognized over a period of 2.6 years.

Market and Service Condition Based Stock Options

A summary of activity under the 2020 Plan for market and service-based stock options for the six months ended June 30, 2022 is as follows (in thousands, except share and per share amounts):


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

Outstanding as of June 30, 2022	4,453,297	$	12.75	$	—	5.2

Options vested and exercisable as of June 30, 2022	3,536,630	$	10.98	$	—	5.0

There were no market and service-based options granted during the six months ended June 30, 2022. The Company granted 1,375,000 market and service-based options during the six months ended June 30, 2021.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

As of June 30, 2022, there was $6.9 million of unrecognized stock-based compensation expense for market and service-based stock options. As of June 30, 2021, there was $17.9 million of unrecognized stock-based compensation expense for market and service-based stock options.

Performance-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 six months ended June 30, 2022, the Board determined that the option would vest with respect to 820,000 shares for the 2021 calendar year. 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.

Modification of Options

During the six months ended June 30, 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 six months ended June 30, 2022 as a result of ~~conversion features from~~ the ~~issuance~~accelerated vesting of stock options.

Time-Based Restricted Stock Units

A summary of the Company’s time-based restricted stock unit activity during the six months ended June 30, 2022 is as follows:


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2021	2,785,800	$	25.73
Granted	3,281,021	$	5.79
Vested	(252,787)	$	26.05
Forfeited	(275,834)	$	19.60
Unvested at June 30, 2022	5,538,200	$	14.21

As of June 30, 2022, the unrecognized stock-based compensation related to restricted stock units totaled $66.4 million, had an aggregate intrinsic value of approximately $13.7 million, and a weighted average remaining contractual term of 3.3 years. As of June 30, 2021, the estimated value of unrecognized stock-based compensation related to restricted stock units totaled $34.8 million, and had an aggregate intrinsic value of $39.9 million and a weighted average remaining contractual term of 3.5 years.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

Performance-Based Restricted Stock Units

A summary of the Company’s performance-based restricted stock unit activity during the six months ended June 30, 2022 is as follows:


	Number of Shares	Weighted Average Grant-Date Fair Value
Unvested at December 31, 2021	1,900,000	$	33.87
Vested	(280,000)	$	33.87
Unvested at June 30, 2022	1,620,000	$	33.87

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 ~~convertible notes payables (see Note 3)~~markets (and, with respect to 2023, the creation of one or more new revenue streams). ~~In addition~~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 predetermined performance targets. Any such vesting is subject to the employee’s continuation in service with the Company ~~recorded~~through the applicable vesting date. At each reporting period, the Company will make a ~~gain~~determination of ~~$9,331,000 to account~~the most likely outcome for achievement of each performance metric. This may result in a cumulative catch-up as the ~~change in~~Company assessments are evaluated. The fair value of the derivative liabilities related to the conversion features and warrants from December 31, 2016 to September 30, 2017. Also the Company recorded a gain from various warrants accounted for as derivative liabilities expired and as suchPRSUs is measured based on their ~~corresponding~~grant date fair value ~~at the expiration date of $2,575,000 was extinguished from the derivative liabilities balance. As of September 30, 2017, the derivative liability amounted to $1,574,000.~~

which totaled $64.4 million.

~~Note 6- Stockholders’ Deficit~~

~~Issuance of Common Stock for Cash~~

During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, the Company issued ~~810,000~~280,000 shares of its common stock ~~for proceeds~~in connection with the vesting of ~~$152,000.~~

~~Issuance of Common Stock for services~~

PRSUs. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022 the Company ~~issued an aggregate~~recognized $11.0 million of ~~501,000 shares~~stock-based compensation. As of ~~common~~June 30, 2022, the unrecognized stock-based compensation related to performance-based restricted stock ~~valued at $410,000~~units totaled $47.8 million.

Note 14 – Commitments and Contingencies

Leases

The components of lease expense were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Operating leases
Operating lease cost	$	1,665	$	467	$	3,332	$	779
Other lease cost	95		—		145		—
Operating lease expense	1,760		467		3,477		779
Short-term lease rent expense	57		—		103		—
Total rent expense	$	1,817	$	467	$	3,580	$	779

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fuboTV Inc.

Notes to ~~five shareholders~~the Condensed Consolidated Financial Statements

(Unaudited)

Supplemental cash flow information related to leases were as follows (in thousands, except term and discount rate):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
Operating cash flows from operating leases	$	679		$	305		$	1,011		$	610
Right of use assets exchanged for operating lease liabilities	$	—		$	3,522		$	4,237		$	3,522
Weighted average remaining lease term - operating leases	11.2			5.2			11.2			5.2
Weighted average remaining discount rate - operating leases	7.3		%	5.7		%	7.3		%	5.7		%

As of June 30, 2022, future minimum payments for ~~services.~~

~~Issuance~~the operating leases are as follows (in thousands):


Year Ended December 31, 2022	$	1,363
Year Ended December 31, 2023	5,762
Year Ended December 31, 2024	6,892
Year Ended December 31, 2025	6,574
Year Ended December 31, 2026	5,903
Thereafter	40,980
Total	67,474
Less present value discount	(24,266)
Operating lease liabilities	$	43,208

Table of ~~Common Stock Upon Conversion of Series C Preferred Stock~~

~~During~~Contents

fuboTV Inc.

Notes to the ~~nine months ended September 30, 2017,~~Condensed Consolidated Financial Statements

(Unaudited)

Other Contractual Obligations

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 ~~issued 78,175,000 shares of common stock upon~~is obligated to make future minimum payments under the ~~conversion of 39,087,500 shares of Series C Preferred Stock pursuant to the~~non-cancelable terms of ~~the certificate of designation of the Series C Preferred Stock.~~

~~Summary of the Company’s Stock Warrant Activities~~

~~The following table summarizes information concerning outstanding and exercisable warrants~~these contracts as ~~of September 30, 2017 and December 31, 2016:~~

Warrants Weighted
Average Price Weighted
Average Remaining Contractual Life
December 31, 2016 295 $ 800 3.63
Granted - - -
Exercised - - -
Forfeited/expired (56 ) 10 .0 5
September 30, 2017 239 $ 1,740 3.68

~~At September 30, 2017, the Company’s outstanding and exercisable warrants had no intrinsic value as the exercise price of these warrants was greater than the market price at September 30, 2017~~

~~Note 7- Related Party Transactions~~

~~Advances from Related Party~~

From time to time, the CEO of the Company and a shareholder/employee advanced funds to the Company for working capital purposes. Those advances are unsecured, non-interest bearing and due on demand. As of September 30, 2017 and December 31, 2016 outstanding advances from related party aggregated to $31,000 and $31,000, respectively.

~~Accrued Payroll~~

~~During the nine months ended September 30, 2017, the Company accrued payroll in the aggregate of $191,250 for officers and employees’ salaries. On April 3, 2017, the~~follows (in thousands):

Market Access Agreements


Year Ended December 31, 2022	$	2,791
Year Ended December 31, 2023	2,500
Year Ended December 31, 2024	2,500
Year Ended December 31, 2025	2,500
Year Ended December 31, 2026	2,375
Subtotal	$	12,666
Less present value discount	$	(1,527)
Total	11,139

Annual Sponsorship Agreements


Year Ended December 31, 2022	$	4,897
Year Ended December 31, 2023	7,131
Year Ended December 31, 2024	6,830
Year Ended December 31, 2025	7,010
Year Ended December 31, 2026	3,325
Thereafter	19,675
Total	$	48,868

Sports Rights Agreements

The Company entered into ~~a separation agreement and general release by and between~~various sports right agreements to obtain programming rights to certain live sporting events.

Future payments under these agreements are as follows:


Year Ended December 31, 2022	$	22,607
Year Ended December 31, 2023	43,235
Year Ended December 31, 2024	25,613
Year Ended December 31, 2025	13,748
Year Ended December 31, 2026	13,748
Thereafter	18,330
Total	$	137,281

During the six months ended June 30, 2022, the Company made upfront payments totaling approximately $28.4 million, which are recorded in prepaid and ~~David Cohen pursuant to which Mr. Cohen agreed to resign from his officer and director positions with~~other current assets on the ~~Company. In consideration thereof, Mr. Cohen received 1,000 shares~~condensed consolidated balance sheet.

Table of ~~Company common stock valued at $1,000. In addition he released the Company from its obligation for accrued payroll of $125,000.~~

~~As of September 30, 2017, accrued payroll amounted to $388,000, of which $343,750 pertains~~Contents

fuboTV Inc.

Notes to the ~~accrued salary of one officer Mr. Bafer, Chief Executive Officer.~~

~~Note 8 -~~ Condensed Consolidated Financial Statements

(Unaudited)

Contingencies ~~and Litigation~~

The Company ~~may be involved in~~is subject to certain legal proceedings and claims that arise from time to time in the ordinary course of its ~~business. Except for income tax contingencies (commencing April 1, 2009),~~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 ~~records accruals for contingencies~~determines that a loss is both probable and reasonably estimable, a liability is recorded and disclosed if the amount is material to the ~~extent that management concludes that~~financial statements taken as a whole. When a material loss contingency is only reasonably possible, the ~~occurrence is probable~~Company does not record a liability, but instead discloses the nature and ~~that~~ the ~~related amounts~~amount of the claim, and an estimate of the loss or range of loss, if such an estimate can reasonably be ~~reasonably estimated.~~made. Legal expenses associated with ~~the~~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.

~~Note~~

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.

Legal Proceedings

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 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.

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

On July 12, 2021, Lead Plaintiff filed an 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 January 4, 2021, inclusive, and who were allegedly damaged thereby.

The Class Action Defendants filed a motion to dismiss the Amended Class Action Complaint on September 10, 2021. Lead Plaintiff filed an opposition on November 9, ~~– Discontinued Operations~~

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.

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, ~~2017,~~2021, and the court confirmed that the motion to dismiss was fully submitted.

Note 15 – Subsequent events

On August 2, 2022 (the “Effective Date”), Fubo Entertainment Inc., a subsidiary of the Company, entered into a ~~Purchase~~binding framework agreement (the “Framework Agreement”) with MEP FTV Holdings, LLC (“MEP FTV”) and ~~Sale Agreement~~Maximum Effort Productions, Inc. (“MEP” and, together with ~~Metropolitan Sound + Vision LLC,~~MEP FTV, “Maximum Effort”), memorializing the parties’ collaboration on a ~~South Carolina limited liability company.~~ forthcoming Maximum Effort linear channel and original programming for launch on FuboTV. Maximum Effort is a premiere entertainment production company led by Ryan Reynolds and George Dewey.

Pursuant to the Framework Agreement, as part of the overall consideration for Maximum Effort’s participation in the collaboration, the Company has agreed to ~~sell~~issue to ~~Metro all of the~~MEP FTV (i) 2,000,000 shares of common stock, ~~of S&G Holdings, Inc.~~i.e., a Tennessee corporation doing business as High Five Entertainment owned by the Company, which constitute 75% of the issued and outstanding shares of S&G. Pursuant to current accounting guidelines, the business component is reported as a discontinued operations.

~~Pursuant to the Agreement, at the closing of the Transaction, the Company was to deliver to Metro 100% of the issued and outstanding~~$10,000,000 in shares of common stock with number of ~~S&G owned by~~shares determined based on an agreed upon $5 per share price, of the Company, and Metro was required to pay for such stock as follows: An initial payment of $10,000 was required to be made at the closing, and thereafter, at the end of each fiscal quarter, beginning at the end the third fiscal quarter of 2017, Metro shall pay the Company 5% of gross revenues collected during the quarter by Metro via the exploitation of S&G’s assets, up to a lifetime maximum of $590,000.

The Agreement requires Metro to use its best professional efforts to generate revenue from the exploitation of S&G’s assets, and if the Company has not received a total of at least $265,000 of the $590,000 lifetime maximum purchase price from Metro before July 1, 2022, the Company has the right to repurchase the stock and assets of the S&G from Metro for $10,000.

The Company recognized a gain on the sale of S&G of $57,000 consisting of the assumption by the buyer of the net liabilities of S&G of $236,000 offsets by the elimination of the non-controlling interest of S&G of $189,000 and the purchase price consideration of $10,000. The remainder of the purchase price will be recognized when collectability can be determined.

~~The following table summarizes the assets and liabilities of our former subsidiary’s discontinued operations as of December 31, 2016:~~

December 31, 2016
ASSETS:
Current assets
Cash $ 24,000
Accounts receivable 1,000
Prepaid expenses and other current assets 3,000
Total assets $ 28,000

LIABILITIES :
Current liabilities
Accounts payable and accrued expenses $ 81,000
Accrued payroll – officers
36,000
Advances from related parties 10,000
Deferred revenue 24,000
Note payable 75,000
Total liabilities $ 226,000

The following table summarizes the results of operations of our former subsidiary for the three and nine months ended September 30, 2017 and 2016 and is included in the condensed consolidated statements of operations as discontinued operations:

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2017 2016 2017 2016

Revenue $ - $ 146,000 $ 49,000 $ 176,000

Cost of goods sold - 76,000 31,000 80,000

Gross Profit - 70,000 18,000 96,000

Operating Expenses:
Compensation - 77,000 76,000 152,000
General and administrative - 7,000 7,000 51,000

Total operating expenses - 84,000 83,000 203,000

Loss from operations - (14,000 ) (65,000 ) (107,000 )

Other Income (Expense)
Interest expense - (1,000 ) (1,000 ) (3,000 )
Other income (expense) - - (2,000 ) -
Total Other Income (Expense) - (1,000 ) (3,000 ) (3,000 )

Loss From Operations of Discontinued Business Component $ - $ (15,000 ) $ (68,000 ) $ (110,000 )

~~Note~~within 10 ~~- Subsequent Events~~

On August 31, 2017, stockholders holding a majority of the voting power of our issued and outstanding shares of capital stock executed a written consent approving an amendment to our articles of incorporation, as amended, pursuant to which our corporate name will change from Carolco Pictures, Inc. to Recall Studios, Inc. The corporate name change will become effectivebusiness days after the ~~action is approved by FINRA.~~

~~In November 2017 the Company entered into~~Effective Date; (ii) a ~~securities purchase agreement in connection with the issuance~~number of a $110,000 convertible note. The note carries interest of 12% per year and is due and payable on March 29, 2018. The outstanding amounts under the note are convertible, at the option of the holder, into shares of common stock determined by dividing $10,000,000 by the 30-day volume weighted average closing price of common stock for the 30 trading days preceding the first anniversary of the ~~Company, at a conversion price calculated at 58%~~Effective Date, within 10 business days after the first anniversary of the ~~lowest sale~~Effective Date; and (iii) a number of shares of common stock determined by dividing $10,000,000 by the 30-day volume weighted average closing price of common stock for the ~~common stock during the 20 consecutive~~30 trading days ~~immediately~~ preceding the ~~conversion date.~~ second anniversary of the Effective Date, within 10 business days after the second anniversary of the Effective Date (collectively, the “Shares”). The Shares will be subject to transfer restrictions until various time- and performance-based milestones are met, and, during this restricted period, will be subject to potential forfeiture if the Framework Agreement is terminated under certain conditions.

In addition, pursuant to the Framework Agreement, the Company ~~issued 107,843~~has agreed to issue MEP FTV within 10 business days after the Effective Date a warrant (the “Warrant”) to acquire up to 166,667 shares of ~~the Company’s common stock as a commitment fee and issued warrants to purchase 50,000 shares of the Company’s~~ common stock at an exercise price of ~~$0.50.~~

$15.00 per share (the “Warrant Shares”). The Warrant will be exercisable by MEP FTV on or prior to August 2, 2032, provided that the price per share of common stock equals or exceeds a 30-trading day volume weighted average closing price of $30.00 at any time prior to third anniversary of the date of grant.

On August 4, 2022, the Company entered into a sales agreement with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents under which the Company may, from time to time, sell shares of its common stock having an aggregate offering price of up to $350.0 million through the sales agents.

On August 5, 2022, the Company filed a shelf registration statement on Form S-3 (No 333-266557) under which, if declared effective by the SEC, the Company may offer, from time to time, in one or more offerings any combination of

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fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate.

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

~~Unless otherwise indicated, references in this Quarterly Report on Form 10-Q to “we,” “us,” and “our” are to the Company, unless the context requires otherwise.~~

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 ~~interim~~consolidated financial statements and the accompanying related notes included in this ~~quarterly report~~Quarterly Report 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. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, ~~on Form 10-K~~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.

Overview

Our business motto is “come for the ~~year ended December 31, 2016 filed with~~sports, stay for the ~~Securities and Exchange Commission.~~

~~Overview~~

~~We were incorporated on February 20, 2009, in~~entertainment.”

First, we leverage sporting events to acquire subscribers at lower acquisition costs, given the State of Florida, under the name York Entertainment, Inc. On October 5, 2010, we amended our articles of incorporation to change our name to Brick Top Productions, Inc. Effective December 31, 2014, we amended our articles of incorporation to change our name to Carolco Pictures, Inc.

Through our subsidiary, Recall Studios that we acquired in July 2016, we focus on Virtual Reality content, filling the demand attendant to the increased production of virtual reality viewing devices absent a corresponding increase in content production. Founded by business, media and entertainment industry leaders to meet growingbuilt-in demand for ~~virtual reality~~sports. We then leverage our technology and ~~augmented reality content, Recall Studios operates within the convergence~~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 ~~immersive content and software. Recall Studios will allow consumers to create and share interactive experiences across all platforms. Combining modern business strategy with industry experience~~highly engaged subscribers by bringing together highly trained relative newcomers and entertainment industry stalwarts to create low risk, high profit and artistically acclaimed feature film virtual reality and television projects, the Company and its subsidiaries are analyzing profitability across myriad entertainment sectors.

~~Management’s Plan~~

The business side of our management team is disciplined in financial risk mitigation techniques. Aside from the commercialization of our management team’s past successes, which cannot in themselves necessarily predict future success, we are experienced at balancing projects, budgets and growth to effectively manage risk in light of our business objectives.

driving higher average revenue per user.

We believe that an integrated wagering platform, offering both live video and a sportsbook, will result in the best viewing and gaming experience for consumers. In addition, we ~~have unique access~~believe free-to-play predictive games enhance the sports streaming experience - while also providing a bridge between video and our sportsbook. In light of a rapidly-evolving macroeconomic environment, we believe it important to ~~Hollywood talent, scripts~~be capital efficient and ~~third parties ripe~~are evaluating strategic opportunities for ~~acquisition.~~our wagering business. We believe the continued integration of gaming with our expansive live sports coverage has the potential to create a flywheel that lifts engagement and retention, expands advertising revenue through increased viewership, and creates additional opportunities for Attachment sales.

We drive our business model with three core strategies:

•Grow our paid subscriber base

•Optimize engagement and retention

•Increase monetization.

COVID-19 and Other Macroeconomic Factors

The widespread global impact from the ~~reputation~~outbreak and spread of the COVID-19 pandemic continued throughout the first half of 2022. In response to the COVID-19 pandemic, we took a number of precautionary measures to protect the health and safety of our ~~management team~~employees, including by transitioning our workforce to remote working as we temporarily closed our offices beginning in ~~producing~~March 2020. We have subsequently reopened our offices, however, most of our employees continue to work remotely, and, in the long term, we expect some ~~of the most-well known, talked about and socially ingrained entertainment opens doors for us that are closed to others.~~

~~We believe that our management team’s reputation, contacts and experience give us a competitive edge. However, the market for productions currently is, and is expected~~personnel to continue to ~~be, extremely competitive. Our competitors include many companies that~~do so on a regular basis.

The COVID-19 pandemic has created significant volatility, uncertainty, and economic disruption . In addition, mounting inflationary cost pressures and potential recession indicators have ~~substantially greater financial, management, marketing resources~~negatively impacted the global economy. The future effects of the COVID-19 pandemic and ~~experience than us. There~~other macroeconomic factors remain difficult to predict due to numerous uncertainties. We continue to monitor the effects of the pandemic and macroeconomic environment and take appropriate steps to mitigate the impact on our business.

During 2021 and the first half of 2022, 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 2021 and in the first half 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 for our ~~productions~~business will continue during the remainder of 2022 and beyond.

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Nature of Business

We are a leading live TV streaming platform for sports, news, and entertainment. Our revenues are almost entirely derived from the sale of subscription services and the sale of advertisements in the United States, though we have expanded into several international markets, with operations in Canada, Spain and 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, ~~competitive~~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.

We launched a business-to-consumer online mobile sportsbook (“Fubo Sportsbook”) in the states of Iowa and Arizona in the fourth quarter of 2021. We are planning to launch in additional states during 2022, subject to obtaining requisite regulatory approvals, and are developing a broader strategic plan for Fubo Sportsbook based on market conditions and other ~~motion pictures or television shows, or that~~factors. During the six months ended June 30, 2022, we ~~will be able~~entered into market access agreements with third parties in various states and paid $3.5 million under those market access agreements. See Note 7 in the accompanying unaudited condensed consolidated financial statements.

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.

Segments

Prior to ~~achieve or maintain profitability.~~

~~Recent Developments~~

~~On April 3, 2017,~~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 in the fourth quarter of 2021, 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 ~~entered into a separation agreement~~for which separate discrete financial information is available to and ~~general release~~evaluated regularly by the Chief Operating Decision Maker (“CODM”). Revenue and ~~between~~adjusted operating expenses are the Company and David Cohen pursuant to which Mr. Cohen agreed to resign from his officer and director positions with the Company. In consideration thereof, Mr. Cohen received 1,000 shares of Company common stock. Mr. Cohen resigned on April 11, 2017.

~~On June 15, 2017, Carolco Pictures, Inc. entered into a Purchase and Sale Agreement with Metropolitan Sound + Vision LLC, a South Carolina limited liability company. Pursuant~~metrics reported to the ~~Agreement,~~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.

Components of Results of Operations

Revenues

Subscription

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

Advertising

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

Wagering

Wagering revenue is generated from users’ wagers net of payouts made on users’ winning wagers and incentives awarded to users.

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Subscriber Related Expenses

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

Broadcasting and Transmission

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

Sales and Marketing

Sales and marketing expenses consist primarily of ~~common stock~~payroll and related costs, benefits, rent and utilities, stock-based compensation, agency costs, advertising campaigns and branding initiatives.

Technology and Development

Technology and development expenses consist primarily of ~~S&G Holdings, Inc., a Tennessee corporation doing business~~payroll and related costs, benefits, rent and utilities, stock-based compensation, technical services, software expenses, and hosting expenses.

General and Administrative

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 ~~High Five Entertainment owned~~well as travel, meals, and entertainment costs.

Depreciation and amortization

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

Other income (expense)

Other income (expense) primarily consists of the change in fair value of financial instruments, interest expense and financing costs on our outstanding borrowings and amortization of debt discount.

Income tax benefit

The income tax benefit is driven by the ~~Company, which constitute 75% of the issued and outstanding shares of S&G, for a total purchase price of $600,000. The Company had acquired the shares of S&G from Martin Fischer~~change in ~~2013, and Mr. Fisher subsequently served as the President of S&G, and is a stockholder of the Company.~~

~~S&G’s minority shareholders have agreed to the sale and the delivery of their shares to Metro.~~

Pursuant to the Agreement, at the closing of the Transaction, the Company was to deliver to Metro 100% of the issued and outstanding shares of common stock of S&G owned by the Company, and Metro was required to pay for such stock as follows: An initial payment of $10,000 was required to be made at the closing, and thereafter, at the end of each fiscal quarter, beginning at the end the third fiscal quarter of 2017, Metro shall pay the Company 5% of gross revenues collected during the quarter by Metro via the exploitation of S&G’s assets, up to a lifetime maximum of $590,000.

Metro is also required to provide documentation and accounting of all exploitation of such assets to the Company along with its quarterly payments. Metro is not required to make any payments in any quarter in which no revenues are collected from the exploitation of S&G’s assets.

Pursuant to the Agreement, the Company agreed that the Company would (i) repay or settle the sum of $33,334 which was due from S&G to S&G’s former landlord, Colliers International by July 31, 2017; and (ii) repay or settle the sum of $6,591 which was due from S&G to the State of Tennessee by July 1, 2017. In addition, the Company also forgave $5,000 which remained owed by S&G to the Company pursuant to a promissory note, originally in the amount of $25,000, of which S&G had previously repaid $20,000. The Agreement provided that S&G would retain the obligation for a $75,000 line of credit with SunTrust Bank. In addition, the sum of $39,656, which was due and payable to Martin Fischer by S&G has been fully and irrevocably settled and resolved by the Settlement and Mutual Release described below. In addition, Metro was entitled to deduct from the purchase price all taxes that the Company or S&G owe to any federal or state entity as they relate to the assets of S&G.

~~The Agreement requires Metro to use its best professional efforts to generate revenue from the exploitation of S&G’s~~deferred tax assets and ~~if the Company has not received a total~~liabilities and resulting change in valuation allowance.

Table of ~~at least $265,000 of the $590,000 lifetime maximum purchase price from Metro before July 1, 2022, the Company has the right to repurchase the stock and assets of the S&G from Metro for $10,000.~~

~~The Company did not utilize a broker in connection with the Agreement or the Transaction.~~

On July 12, 2017, Carolco Pictures, Inc. entered into a letter agreement with Big Ben Venture Partners Ltd. Pursuant to the terms of the Agreement, Big Ben agreed to assist with the listing of a yet-to-be formed Swedish publicly traded subsidiary on the Nordic Growth Market NGM AB, MIC Code XNGM, a regulated Swedish stock exchange. Big Ben will provide bridge funding for the formation of the Subsidiary and assist with a reverse merger. In exchange for its services, the Company agreed to pay SEK 475,000 (approximately $57,000), of which SEK 275,000 (approximately $33,000) will be paid as a retainer upon execution of the Agreement.

Big Ben agrees to prepare a common stock public accession memorandum, as required by the Swedish stock exchange. Once the memorandum is compliant and approved, the Subsidiary may raise capital up to 2,500,000 Euros (approximately $2,875,000) and list the Subsidiary. Big Ben also agrees to provide public image consulting, including in regard to the website, investor relations page and press releases, legal advice, post-introductory public offering advice and support and compliance advice. In addition, Big Ben will assist with raising capital via a limited private offering prior to approval of an offering memorandum, with a goal of raising capital prior to the public offering, and will introduce the Company to institutional investment contacts in order to assist with capital raising. As compensation for closing an equity transaction with an introduced party, Big Ben will be entitled to a success fee, payable in cash as funds are raised, directly or indirectly, by Big Ben, or otherwise agreed upon. The success fee will be as set forth below:

	●	~~10.0% of the first SEK 3,000,000 (approximately $360,000)~~
	●	~~8.0% of the following SEK 7,000,000 (approximately $840,000)~~
	●	~~7.5% of the following SEK 30,000,000 (approximately $3,600,000)~~
	●	~~6.0% of the following amount raised.~~

~~Big Ben also offers the Subsidiary a dual listing opportunity with OTC Pink or OTCQX International~~

Contents

Results of Operations for the Three and Six Months Ended ~~September, 2017~~June 30, 2022 and ~~2016~~

Three Months Ended
September 30,

2017 2016
Revenue $ 0 $ 0
Cost of goods sold $ 0 $ 0
Operating expenses $ 226,000 $ 1,217,000
Income (loss) from continuing operations $ (808,000 ) $ (692,000 )
Net income (loss) from discontinued operations $ 0 $ (15,000 )
Net income (loss) $ (808,000 ) $ (707,000 )

~~Revenues~~2021 (in thousands):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2022		2021		2022			2021
Revenues
Subscription	$	199,943	$	114,368	$	419,111		$	221,482
Advertising	22,020		16,466		45,172			29,072
Wagering	(182)		—		(483)			—
Other	109		50		109		—	50
Total revenues	221,890		130,884		463,909			250,604
Operating expenses
Subscriber related expenses	218,900		120,500		464,561			233,807
Broadcasting and transmission	17,157		12,395		37,454			22,946
Sales and marketing	30,789		21,514		76,975			43,657
Technology and development	20,923		20,001		42,348			31,439
General and administrative	27,445		28,293		59,674			46,447
Depreciation and amortization	8,519		9,247		19,981			18,456
Impairment of goodwill	10,682		—		10,682			—
Total operating expenses	334,415		211,950		711,675			396,752
Operating loss	(112,525)		(81,066)		(247,766)			(146,148)

Other income (expense)
Interest expense and financing costs	(3,680)		(4,175)		(7,450)			(6,629)
Amortization of debt discount	(619)		(4,043)		(1,219)			(6,555)


Loss on extinguishment of debt	—		(380)		—			(380)
Change in fair value of warrant liabilities	—		(6,019)		(1,701)			(6,604)





Other income (expense)	195		—		287			(18)
Total other income (expense)	(4,104)		(14,617)		(10,083)			(20,186)
Loss before income taxes	(116,629)		(95,683)		(257,849)			(166,334)
Income tax benefit	355		753		758			1,218
Net loss	$	(116,274)	$	(94,930)	$	(257,091)		$	(165,116)

Revenue

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, we recognized revenues of $221.9 million compared to $130.9 million during the three months ended June 30, 2021. The increase of $91.0 million is primarily due to an increase in subscription revenue of $85.6 million due to increases in our subscriber base and an increase of $5.6 million in advertising revenue resulting from an increase in the number of impressions sold and the acquisition of Molotov S.A.S. ("Molotov") in December 2021.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized revenues of $463.9 million compared to $250.6 million during the six months ended June 30, 2021. The increase of $213.3 million was primarily due to an increase in subscription revenue of $197.6 million due to increases in our subscriber base and subscription package prices and an increase of $16.1 million in advertising revenue resulting from an increase in the number of impressions sold and the acquisition of Molotov.

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Subscriber related expenses

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, we recognized subscriber related expenses of $218.9 million compared to $120.5 million during the three months ended June 30, 2021. The increase of $98.4 million was primarily due to an increase in affiliate distribution rights and other distribution costs primarily resulting from an increase in subscribers.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized subscriber related expenses of $464.6 million compared to $233.8 million during the six months ended June 30, 2021. The increase of $230.8 million was primarily due to an increase in affiliate distribution rights and other distribution costs resulting from an increase in subscribers.

Broadcasting and transmission

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, we recognized broadcasting and transmission expenses of $17.2 million compared to $12.4 million during the three months ended June 30, 2021. The increase of $4.8 million was primarily due to higher linear feeds due to additional channel launches and an increase in subscribers.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized broadcasting and transmission expenses of $37.5 million compared to $22.9 million during the six months ended June 30, 2021. The increase of $14.5 million was primarily due to higher number of linear feeds due to additional channel launches and an increase in subscribers.

Sales and marketing

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, we recognized sales and marketing expenses of $30.8 million compared to $21.5 million during the three months ended June 30, 2021. The increase of $9.3 million was primarily due to a $3.5 million increase in stock-based compensation, $3.0 million increase in marketing expenses to acquire new customers for both the streaming and wagering segments, and a $2.1 million increase in payroll expense due to staff additions in the streaming and wagering segments.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized sales and marketing expenses of $77.0 million compared to $43.7 million during the six months ended June 30, 2021. The increase of $33.3 million was primarily due to a $13.6 million increase in marketing expenses to acquire new customers for both the streaming and wagering segments, $11.6 million increase in stock-based compensation, a $4.4 million increase in payroll expense due to staff additions in the streaming and wagering segments and $0.9 million increase in software expense.

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Technology and development

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, we recognized technology and development expenses of $20.9 million compared to $20.0 million during the three months ended June 30, 2021. The increase of $0.9 million was primarily due to a $3.7 million increase in payroll expense due to staff additions in the streaming and wagering segments, an increase of $1.6 million in software and contractor expenses, $0.3 million of expenses due to the acquisition of Edisn Inc. (“Edisn”) in December 2021 and $0.3 million of expenses due to the acquisition of Molotov, partially offset by a decrease of $5.6 million in stock-based compensation.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized technology and development expenses of $42.3 million compared to $31.4 million during the six months ended June 30, 2021. The increase of $10.9 million was primarily due to an increase of $8.1 million in payroll expense due to staff additions in the streaming and wagering segments, $3.5 million in software and contractor expenses, $2.0 million of expenses due to the acquisition of Edisn, and $0.6 million of expenses due to the acquisition of Molotov, partially offset by a decrease of $5.0 million in stock-based compensation.

General and Administrative

Three Months Ended June 30, 2022 and 2021

During the three months ended June 30, 2022, general and administrative expenses totaled $27.4 million compared to $28.3 million for the three months ended ~~September~~June 30, ~~2017~~2021. The decrease of $0.8 million was primarily due to a $8.1 million decrease in stock-based compensation partially offset by increases of $5.3 million due to the acquisition of Molotov and ~~2016 were $0~~$1.9 million in payroll expenses due to staff additions in the streaming and ~~$0, respectively.~~

~~Cost~~wagering segments.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, general and administrative expenses totaled $59.7 million compared to $46.4 million for the six months ended June 30, 2021. The increase of ~~goods sold for~~$13.2 million was primarily due to increases of $10.8 million due to the acquisition of Molotov, $4.8 million in payroll expenses due to staff additions in the streaming and wagering segments and $3.0 million in player related expenses in the wagering segment partially offset by a $6.8 million decrease in stock-based compensation.

Depreciation and amortization

Three Months Ended June 30, 2022 and 2021

During the three months ended ~~September~~June 30, ~~2017~~2022, we recognized depreciation and ~~2016 were $0 and $0, respectively.~~

~~Operating~~amortization expenses ~~for the three months ended September 30, 2017 totaled $226,000,~~of $8.5 million compared to $1,217,000 for the three months ended September 30, 2016. The decrease of $991,000 is directly related to a reduction in operating expenses due to the sale of our S&G subsidiary as well as $276,000 in amortization expense related to intangible assets recorded$9.2 million during the three months ended ~~September~~June 30, ~~2016.~~

2021. The decrease of $0.7 million was primarily due to the full amortization of the customer list in the streaming segment offset by an increase in amortization of intangible assets from the acquisition of Molotov.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized depreciation and amortization expenses of $20.0 million compared to $18.5 million during the six months ended June 30, 2021. The ~~Company realized loss~~increase of $1.5 million is primarily related to a reduction of amortization expense related to the customer list in the streaming segment partially offset by an increase of $3.1 million in amortization of intangible assets from ~~continuing operations~~the acquisition of ~~$808,000 for~~Molotov.

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Impairment of goodwill

During the three and six months ended June 30, 2022, we recognized impairment expense on goodwill relating to the wagering segment of $10.7 million due to changes in operating conditions, including temporary delays of launches in new markets.

The results of the impairment test also showed that the fair value of the streaming segment as a percentage of its carrying value was 101.7%, with the carrying value including approximately $616.3 million of goodwill. Therefore no impairment charge was recorded in the streaming segment during the three months ended ~~September~~June 30, ~~2017, compared to a loss from continuing operations of $692,000 for~~2022.

Other Income (Expense)

Three Months Ended June 30, 2022 and 2021

During the three months ended ~~September~~June 30, ~~2016.~~2022, we recognized $4.1 million of other expense (net), compared to $14.6 million of other expense during the three months ended June 30, 2021. The ~~increase is~~decrease of $10.5 million was primarily due to a ~~charge to financing costs of $231,000 as well as amortization of debt discount of $51,000~~$6.0 million decrease in ~~the three months ended September 30, 2017 offset by~~ the change in fair value of ~~derivatives associated with~~warrant liabilities relating to warrants which have been exercised or expired and ~~convertible notes outstanding, which amounted~~a reduction of $3.5 million in amortization of debt discount.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized $10.1 million of other expense (net), compared to $20.2 million of other expense during the six months ended June 30, 2021. The decrease of $10.1 million was primarily related to a ~~loss~~reduction of ~~$268,000 for~~$5.3 million in amortization of debt discount and $4.9 million change in fair value of warrant liabilities relating to warrants which have been exercised or expired, partially offset by an increase in interest expense of $0.8 million.

Income tax benefit

Three Months Ended June 30, 2022 and 2021

During the three months ended ~~September~~June 30, ~~2017 as~~2022, we recognized an income tax benefit of $0.4 million compared to ~~a gain of $379,000 for the three months ended September 30, 2016. In addition, the gain on extinguishment of derivative liability was $0~~$0.8 million during the three months ended ~~September~~June 30, ~~2017 as compared to $132,000 for the three months ended September 30, 2016.~~

~~Results of Operations for the Nine Months Ended September 30, 2017 and 2016~~

Nine Months Ended
September 30,

2017 2016
Revenue $ 41,000 $ 0
Cost of goods sold $ 8,000 $ 0
Operating expenses $ 755,000 $ 1,371,000
Income (loss) from continuing operations $ 10,858,000 $ (4,993,000 )
Net loss from discontinued operations $ (11,000 ) $ (110,000 )
Net income (loss) $ 10,847,000 $ (5,103,000 )

~~Revenues for the nine months ended September 30, 2017 and 2016 were 41,000 and $0, respectively. The increase of $41,000 is directly related the commercialization and sale of an iOS app.~~

~~Cost of goods sold for the nine months ended September 30, 2017 compared to the same period in 2016 increased by $8,000. The increase is due to the sale of the iOS app.~~

~~Operating expenses for the nine months ended September 30, 2017 totaled $755,000, compared to $1,371,000 for the nine months ended September 30, 2016.~~2021. The decrease of ~~$616,000 is directly related to a reduction~~$0.4 million in ~~operating expenses due to~~ the ~~sale of our S&G subsidiary.~~

~~The Company realized~~ income from continuing operations of $10,858,000 for the nine months ended September 30, 2017, compared to a loss from continuing operations of $4,993,000 for the nine months ended September 30, 2016. The increase istax benefit was primarily due to a decline in our ability to recognize the ~~change~~tax benefits related to our losses.

Six Months Ended June 30, 2022 and 2021

During the six months ended June 30, 2022, we recognized an income tax benefit of $0.8 million compared to $1.2 million during the six months ended June 30, 2021. The decrease of $0.5 million in ~~fair value of derivatives associated with warrants and convertible notes outstanding, which amounted~~the income tax benefit was primarily due to a ~~gain~~decline in our ability to recognize the tax benefits related to our losses.

Table of ~~$11,905,000~~Contents

Key Metrics & Non-GAAP Measures

Certain measures used in this Quarterly Report, 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 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.

North America Paid Subscribers

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 0.9 million and 0.7 million paid subscribers in North America as of June 30, 2022 and 2021, respectively.

Non-GAAP North America Monthly Average Revenue Per User

We believe Non-GAAP North America Monthly 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 $71.38 and $71.16 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and 2021, respectively.

Non-GAAP North America Monthly Average Cost Per User

We believe Non-GAAP North America Monthly ACPU is a relevant measure to gauge our variable expenses per subscriber. ACPU reflects Variable COGS per user, defined as ~~compared to~~subscriber related expenses less minimum guarantees expensed, payment processing for deferred revenue, In App Billing fees for deferred revenue and other subscriber related expenses in a ~~loss~~given period, divided by the average daily subscribers in the period, divided by the number of ~~$3,826,000~~months in the period. Our North America ACPU was $70.91 and $66.32 for the ~~nine~~six months ended ~~September~~June 30, ~~2016. This gain~~2022 and 2021, respectively.

Non-GAAP North America Adjusted Contribution Margin

We believe Non-GAAP North America ACM is ~~offset~~a relevant metric to gauge our per-subscriber profitability. ACM is calculated by ~~a charge to financing costs of $231,000 as well as amortization of debt discount of $51,000 in~~subtracting ACPU from ARPU and dividing the ~~three~~result by ARPU. Our ACM was 0.7% and 6.8% for the six months ended ~~September~~June 30, ~~2017 In addition, the gain on extinguishment~~2022 and 2021, respectively.

Table of ~~derivative liability was $0 during the nine months ended September 30, 2017 as compared~~Contents

Reconciliation of Certain GAAP to ~~$389,000 for the nine months ended September 30, 2016.~~

Non-GAAP Metrics

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):


	Three Months Ended June 30,						Six Months Ended June 30,
	2022			2021			2022			2021
	As-Reported			As-Reported			As-Reported			As-Reported
Revenue (GAAP)	$	221,890		$	130,884		$	463,909		$	250,604
Add (Subtract):
Rest of world revenue	(5,842)			(109)			(11,388)			(212)
Wagering	182			—			483			—
Other revenue	(109)			(50)			(109)			(50)
Prior period subscriber deferred revenue	(42,414)			(20,118)			(86,148)			(37,463)
Current period subscriber deferred revenue	41,139			24,419			83,554			44,537
Non-GAAP North America Platform Bookings	$	214,846		$	135,026		$	450,301		$	257,416
Divide:
Average Subscribers	997,979			622,042			1,051,489			602,911
Months in Period	3			6			6			6
Non-GAAP North America Monthly Average Revenue per User (Monthly ARPU)	$	71.76		$	72.36		$	71.38		$	71.16
Subscriber Related Expenses (GAAP)	218,900			120,500			464,561			233,807
Add (Subtract):
Payment Processing for Deferred Revenue (current period)	(134)			30			(436)			(34)
In-App Billing Fees for Deferred Revenue (current period)	(177)			3			(421)			9
(Minimum Guarantees) and Content Credits	—			4,713			(4,199)			9,151
Payment Processing for Deferred Revenue (prior period)	(115)			30			(79)			83
In-App Billing Fees for Deferred Revenue (prior period)	(71)			5			(68)			18
Other Subscriber Related Expenses	(8,289)			(1,371)			(11,988)			(3,109)
Non-GAAP North America Variable COGS	210,114			123,910			447,370			239,925
Divide:
Average Subscribers	997,979			622,042			1,051,489			602,911
Months in Period	3			3			6			6
Non-GAAP North America Monthly Average Cost per User (Monthly ACPU)	$	70.18		$	66.40		$	70.91		$	66.32
Non-GAAP North America Monthly Average Revenue per User (Monthly ARPU)	$	71.76		$	72.36		$	71.38		$	71.16
Subtract:
Non-GAAP North America Monthly Average Cost per User (Monthly ACPU)	$	70.18		$	66.40		$	70.91		$	66.32
Divide:
Non-GAAP North America Monthly Average Revenue per User (Monthly ARPU)	$	71.76		$	72.36		$	71.38		$	71.16
Non-GAAP North America Adjusted Contribution Margin	2.2		%	8.2		%	0.7		%	6.8		%

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Liquidity and Capital Resources

Nine months
Ended
September 30, 2017

Nine months
Ended
September 30, 2016

Net Cash Used in Operating Activities $ (358,000 ) $ (302,000 )
Net Cash Provided by Investing Activities $ - $ 107,000
Net Cash Provided by Financing Activities $ 382,000 $ 347,000
Net Change in Cash $ 24,000 $ 152,000

As of September 30, 2017, our total assets were $172,000 and our total liabilities were $2,774,000 and we had negative working capital of ($2,602,000). Our financial statements report net income of $10,847,000 including non-cash gain of $11,905,000 the change in fair value of derivative liability for the nine months ended September 30, 2017 as compared to a net loss of $5,103,000 for the nine months ended September 30, 2016.

~~We have suffered recurring losses from operations.~~ The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard, we have raised additional capital through equity offerings and loan transactions, and, in the short term, will seek to raise additional capital in such manners to fund our operations. We do not currently have any third-party financing available in the form of loans, advances, or commitments. Our officers and shareholders have not made any written or oral agreement to provide us additional financing. There can be no assurance that we will be able to continue to raise capital on terms and conditions that are deemed acceptable to us.

~~Off-Balance Sheet Arrangements~~

As of September 30 2017, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations liquidity, capital expenditures or capital resources.

~~Going Concern~~

~~The Company’s condensed~~accompanying consolidated financial statements have been prepared assuming that itwe 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. ~~As reflected~~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 $389.4 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 stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate. On August 13, 2021, we entered into a sales agreement with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents, under which the Company ~~had a stockholders’ deficit~~may, from time to time, sell shares of ~~$2,602,000 at September 30, 2017 and incurred a loss from operations for~~our common stock having an aggregate offering price of up to $500.0 million through the ~~three~~sales agents (the “2021 ATM Program”). During the six months ended ~~September~~June 30, ~~2017~~2022, we sold 29,843,580 shares of ~~$808,000. These~~our common stock in at-the-market offerings pursuant to the Form S-3 and the 2021 ATM Program, resulting in net proceeds of approximately $220.2 million, after deducting agent commissions and issuance costs. As of June 30, 2022, we had cash, cash equivalents, and restricted cash of $278.8 million and short-term investments consisting of time-based deposits of $100.0 million that will mature in December 2022.

On August 4, 2022, we terminated the 2021 ATM Program, and entered into a sales agreement with Evercore Group L.L.C., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and Needham & Company, LLC, as sales agents under which the Company may, from time to time, sell shares of our common stock having an aggregate offering price of up to $350.0 million through the sales agents. In addition, on August 5, 2022, we filed an additional shelf registration statement on Form S-3 (No 333-266557) under which, if declared effective by the SEC, we may offer from time to time in one or more offerings any combination of common stock, preferred stock, debt securities, warrants, purchase contracts and units of up to $750.0 million in the aggregate.

We 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 ~~substantial doubt about~~additional capital due to unfavorable market conditions, including rising interest rates, or otherwise, or generate cash flows necessary to 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 ~~Company’s~~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, cash equivalents, and short-term investments consisting of time-based deposits, will provide us with the necessary liquidity to continue as a going concern ~~within one year~~for at least the next twelve months.

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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. 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.

Cash Flows (in thousands):


	Six Months Ended June 30,
	2022		2021
Net cash used in operating activities	$	(217,832)	$	(87,424)
Net cash used in investing activities	(107,166)		(5,178)
Net cash provided by financing activities	224,401		368,525
Net increase in cash, cash equivalents and restricted cash	$	(100,597)	$	275,923

Operating Activities

For the six months ended June 30, 2022, net cash used in operating activities was $217.8 million, which primarily consisted of our net loss of $257.1 million, adjusted for non-cash movements of $71.1 million. The non-cash movements primarily include $20.0 million of depreciation and amortization primarily related to intangible assets, $33.7 million of stock-based compensation, $10.7 million impairment expense on goodwill, $1.7 million change in fair value of warrant liabilities, $1.9 million of amortization of gaming licenses and market access fees, and $2.1 million of amortization of right of use assets. Change in operating assets and liabilities resulted in cash outflows of approximately $31.8 million primarily due to an increase in prepaid expenses and other current and long-term assets of $21.2 million offset by a net decrease in accounts payable and accrued expenses and other current and long-term liabilities of $8.8 million and decrease in deferred revenue of $2.0 million.

For the six months ended June 30, 2021, net cash used in operating activities was $87.4 million, which primarily consisted of our net loss of $165.1 million, adjusted for non-cash movements of $65.5 million. The non-cash movements included $18.5 million of depreciation and amortization expenses primarily related to intangible assets, $33.8 million of stock-based compensation, $6.6 million of amortization of debt discount and $6.6 million of change in fair value warrant liabilities partially offset by $1.2 million of deferred income tax benefit. Changes in operating assets and liabilities resulted in cash outflows of approximately $12.2 million, primarily due to an increase in accounts receivable and prepaid expenses and other current and long-term assets of $9.0 million, a net decrease in accounts payable, accrued expenses and other current and long-term liabilities of $14.2 million due to timing of payments and an increase in deferred revenue of $7.1 million.

Investing Activities

For the six months ended June 30, 2022, net cash used in investing activities was $107.2 million, which primarily consisted of purchase of short-term investments of $100.0 million, payments for market access and license fees of $4.2 million, capitalization of internally generated software of $1.9 million and $1.1 million of capital expenditures.

For the six months ended June 30, 2021, net cash used in investing activities was $5.2 million, which primarily consisted of a $1.7 million for merger and acquisition activity, $2.1 million of capital expenditures, and $1.3 million for payments for market access and license fees.

Financing Activities

For the six months ended June 30, 2022, net cash provided by financing activities was $224.4 million. The net cash provided is primarily related to $220.2 million of net proceeds received from the ~~date that~~“at-the market” offering and $5.6 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by repayments of $1.4 million of outstanding debt.

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For the six months ended June 30, 2021, net cash provided by financing activities was $368.5 million. The net cash provided is primarily related to $389.9 million of proceeds received from the issuance of senior convertible notes and $3.3 million of proceeds received from the exercise of stock options and warrants. These proceeds were offset by repayments of $24.7 million of outstanding debt.

Off-Balance Sheet Arrangements

As of June 30, 2022, there were no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial statements are issued. In addition, the Company’s independent public accounting firm in its audit report to the financial statements included in the 2016 Annual Report expressed substantial doubt about the Company’s ability to continue as a going concern. Thecondition and results of operations is based upon our unaudited condensed consolidated financial statements, ~~do not include any adjustments~~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 consolidated financial statements and related disclosures requires us to make estimates and assumptions that affect the ~~recoverability~~reported amounts of assets and ~~classification~~liabilities and disclosures of ~~recorded asset amounts or~~contingent assets and liabilities at the ~~amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.~~

~~Management estimates that the current funds on hand and raising capital through proceeds from the sale of common stock subscriptions will be sufficient to continue operations through 2017. The ability~~date of the Company to continue as a going concern is dependent on the Company’s ability to execute its strategy and in its ability to raise additional funds. Management is currently seeking additional funds, primarily through the issuance of equity securities for cash to operate its business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case or equity financing.

~~Critical Accounting Policies~~

We have identified the following policies below as critical to our business and results of operations. Our reported results are impacted by the application of the following accounting policies, certain of which require management to make subjective or complex judgments. These judgments involve making estimates about the effect of matters that are inherently uncertain and may significantly impact quarterly or annual results of operations. For all of these policies, management cautions that future events rarely develop exactly as expected,financial statements and the ~~best~~reported amounts of revenues and expenses during the reporting period. Those estimates ~~routinely require adjustment. Specific risks associated with these~~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 ~~are described~~from those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the ~~following paragraphs.~~

Annual Report.

~~Derivative Financial Instruments~~ The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a probability weighted average Black-Scholes-Merton models to value the derivative instruments at inception and on subsequent valuation dates through the September 30, 2017, reporting date. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Recently Issued Accounting Pronouncements

See Note ~~2 in the accompanying~~3 to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report for a discussion of recent accounting policies.

~~Jumpstart Our Business Startups Act of 2012~~

The JOBS Act permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. Pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company.” This election will permit us to delay the adoption of new or revised accounting standards that will have different effective dates for public and private companies until such time as those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

~~Not required~~

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.

Interest Rate Risk

As of June 30, 2022, we had cash, cash equivalents, and restricted cash of $278.8 million and short-term investments in time deposits of $100.0 million that mature in December 2022. Our cash equivalents are generally invested in money market funds and time deposits. Interest paid on such funds fluctuates with the prevailing interest rate. In addition, as of June 30, 2022, we had $410.0 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 $7.5 million. Our indebtedness bears interest at a fixed rate. We do not enter into investments for ~~smaller reporting companies.~~

trading or speculative purposes and have not used any derivative financial instruments to manage our interest rate risk exposure. As of June 30, 2022, a hypothetical 10% change in interest rates would not have resulted in a material impact on our consolidated financial statements.

Foreign Currency Risk

Revenues denominated in currencies other than the U.S. dollar account for approximately 2.5% of the consolidated amount for the three and six months ended June 30, 2022. We therefore have foreign currency risk with the euro, however, as of June 30, 2022, a hypothetical 10% weakening of the euro relative to the U.S. dollar would not materially affect our revenue and operating income.

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Item 4. Controls and Procedures

~~Disclosure Controls~~

Limitations on effectiveness of controls and ~~Procedures~~

~~We maintain~~procedures

In designing and evaluating our disclosure controls and procedures, ~~which~~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 ~~designed to ensure~~resource constraints and that ~~information~~management is required to ~~be disclosed~~apply judgment in evaluating the ~~reports we file or submit under the Securities Exchange Act~~benefits of ~~1934, as amended, is recorded, processed, summarized~~possible controls and ~~reported within the time periods specified in the Securities~~procedures relative to their costs.

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Evaluation of Disclosure Controls and ~~Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our~~Procedures

Our management, ~~including our CEO and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.~~

~~Under the supervision and~~ with the participation of our ~~management, including our CEO~~principal executive officer and ~~Principal Financial and Accounting Officer, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures~~principal financial officer, evaluated, as of the end of the period covered by this ~~quarterly report.~~Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based onupon that evaluation, our ~~management, including our CEO~~principal executive officer and ~~Principal Financial and Accounting Officer,~~principal financial officer concluded that, as of June 30, 2022, our disclosure controls and procedures were ~~ineffective as of~~effective at the end of the period covered by this report due to the Company’s limited resources and limited number of employees. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of legal and outsourced accounting professionals. As we grow, we expect to increase our number of employees, which, we believe, will enable us to implement adequate segregation of duties within the internal control framework.

reasonable assurance level.

Changes in Internal Control over Financial Reporting

There ~~were~~have been no changes in ~~the Company’s~~our internal control over financial reporting identified in connection with the evaluation required by ~~paragraph (d) of Rule 13a-15 or 15d-15~~Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the ~~fiscal~~ quarter ended ~~September~~June 30, ~~2017~~2022 that have materially affected, or are reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

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PART II –- OTHER INFORMATION

Item 1. Legal Proceedings

~~The Company~~

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.

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 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 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.

The Class Action Defendants filed a motion to dismiss the 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.

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.

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Item 1A. Risk Factors

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report, including our 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.

Risks Related to Our Financial Position and Capital Needs

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 six months ended June 30, 2022 was $257.1 million. We expect that expanding our operations will cause our future operating expenses to increase. 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.

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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 statements 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, due to unfavorable market conditions, including rising interest rates, or otherwise. 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. We generate significantly higher levels of revenue and subscriber additions in the third and fourth quarters of the year, driven primarily by sports leagues, specifically the National Football League. Our operating results may also be affected by the scheduling of 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 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.

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 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, 2021, we had federal net operating loss carryforwards of approximately $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.

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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 June 30, 2022, we had $410.0 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 $7.5 million.

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

•our ability to obtain any necessary financing in the future for working capital, capital expenditures, debt service requirements, or other purposes may be limited, or financing may be unavailable;

•a substantial portion of our cash flows must be dedicated to the payment of principal and interest on our indebtedness and other obligations and will not be available for use in our business;

•lack of liquidity could limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;

•our debt obligations will make us more vulnerable to changes in general economic conditions and/or a downturn in our business, thereby making it more difficult for us to satisfy our obligations; and

•if we fail to make required debt payments or to comply with other covenants in our debt agreements, we would be in default under the terms of these agreements, which could permit our creditors to accelerate repayment of the debt and could cause cross-defaults under other debt agreements.

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.

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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 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 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:

•our ability to retain and grow our subscriber base, as well as increase engagement among new and existing subscribers;

•our ability to maintain effective pricing practices, in response to the competitive markets in which we operate or other macroeconomic factors, such as inflation or increased taxes;

•the addition or loss of popular content or channels, including our ability to enter into new content deals or negotiate renewals with our content providers on terms that are favorable to us, or at all;

•our ability to effectively manage our growth;

•our ability to attract and retain existing advertisers;

•seasonal, cyclical or other shifts in revenue and expenses;

•our revenue mix, which drives gross profit;

•the entrance of new competitors or competitive products or services, whether by established or new companies;

•our ability to keep pace with changes in technology and our competitors, and the timing of the launch of new or updated products, content or features;

•interruptions in service, whether or not we are responsible for such interruptions, and any related impact on our reputation;

•our ability to pursue and appropriately time our entry into new geographic or content markets and, if pursued, our management of this expansion;

•costs associated with defending any litigation, including intellectual property infringement litigation;

•the impact of general economic conditions on our revenue and expenses; and

•changes in regulations affecting our business.

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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 have been 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. In the past, we have 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.

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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 customer demand for popular streaming channels and 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.

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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 certain distribution partners may 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.

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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.

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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.

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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 (“GCP”) and Amazon Web Services (“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.

Risks Related to Our Financial Reporting and Disclosure

We identified material weaknesses in our internal control over financial reporting in 2019 and 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 is required to attest to the effectiveness of our internal control over financial reporting.

We identified material weaknesses in our internal control over financial reporting. Those material weaknesses have been remediated as of December 31, 2021, however, 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, 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 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.

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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 our merger with fuboTV Media Inc. (formerly known as fuboTV Inc.) in 2020, we 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 have experienced significant growth in the number of our employees and the scope of our operations to date and expect continued growth over the long term. 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.

We will need to 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.

We will need to improve our operational and financial systems to support our expected long term growth, along with 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 over the long term 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 average revenue per 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 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.

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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 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 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. Any such guidance will be composed of forward-looking statements subject to the risks and uncertainties described in this 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.

Impairment in the carrying value of goodwill or long-lived assets could negatively affect our operating results.

We have a significant amount of goodwill and long-lived assets on our consolidated balance sheet.Under generally accepted accounting principles, annually, and upon the identification of a triggering event, management is required to perform an evaluation of the recoverability of goodwill. Triggering events potentially warranting an interim goodwill impairment test include, among other factors, declines in historical or projected revenue, operating income or cash flows, and sustained declines in the Company’s stock price or market capitalization, considered both in absolute terms and relative to peers.If business conditions or other factors cause profitability and cash flows to decline, we may be required to record non-cash impairment charges. If the carrying value of our reporting units exceeds their current fair value as determined based on the discounted future cash flows of the related business, the goodwill is considered impaired and is reduced to fair value by a non-cash charge to earnings.As a result of sustained decreases in the Company’s stock price and market capitalization, the Company conducted an impairment test of its goodwill and long-lived assets as of June 30, 2022. As a result of this testing, the Company recorded a non-cash goodwill impairment charge of $10.7 million for the wagering segment during the three months ended June 30, 2022. No goodwill impairment was recorded for the streaming segment. No impairments were recorded to long-lived assets in either segment.

While management cannot predict if or when additional future goodwill or long-lived asset impairments may occur, additional impairments could have material adverse effects on the Company’s operating income, net assets, and/or the Company’s cost of, or access to, capital.

Risks Related to Our Products and Technologies

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 virtual multichannel video programming distributors, such as YouTube TV, Hulu Live and Sling TV offer TV streaming products that compete with

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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 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

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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.

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Our products and services related to sports wagering subject our business 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 products and services, or changes in tax rules and regulations or interpretation thereof related to these 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.

We launched our Fubo Sportsbook app in Iowa in November 2021 and in Arizona in December 2021. We expect to launch our Fubo Sportsbook app in additional states over the course of 2022, subject to obtaining requisite regulatory approvals, and are developing a broader strategic plan for Fubo Sportsbook based on market conditions and other factors. Expansion of our business into sports wagering, including through third-party partnerships, 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 and, potentially, any additional laws and regulations that may impact our business partners. 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 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 could have the effect of the limiting, delaying or halting the expansion of online gaming or sports wagering throughout the United States.

Our growth prospects may also depend on the legal status of real-money gaming in various jurisdictions, predominantly within the 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 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 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.

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Our participation in the sports wagering industry 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 wagering industry exposes 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.

Examples of these risks include:

•There can be significant variation in gross win percentage event-by-event and day-by-day, and odds compilers and risk managers are capable of human error; thus even allowing for the fact that a number of wagering products are subject to capped pay-outs, significant volatility can occur. In addition, it is possible that there may be such a high volume of trading during any particular period that even automated systems would be unable to address and eradicate all risks.

•In some cases, the odds offered on a website constitute an obvious error, such as inverted lines between teams, or odds that are significantly different from the true odds of the outcome in a way that all reasonable persons would agree is an error. It is commonplace virtually worldwide for operators to void bets associated with such palpable errors, and in most mature jurisdictions these bets can be voided without regulatory approval at operator discretion, but in the United States, it is unclear long term if state regulators will consistently approve voids or re-setting odds to correct odds on such bets, and in some cases, we may require regulatory approval to void palpable errors ahead of time. If regulators were to not allow voiding of bets associated with large obvious errors in odds making, we could be subject to covering significant liabilities.

•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.

• Our ability to offer products and services related to sports wagering will be dependent on the occurrence of a wide-variety of professional, collegiate and potentially amateur sporting events upon which wagers may be offered, subject to the laws and regulations of the jurisdictions in which we operate. The cancellation or postponement of such sporting events due to pandemic, government action or labor dispute could consequently limit our ability to offer our sports wagering products or services.

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

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

The prevailing trend in the United States is for states to require sports wagering to be conducted by or through an existing licensed casino or 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 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 professional sports team/venue is permitted to offer varies by state and is dictated by law, regulation, or policy. Casinos, racetracks and 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 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 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 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 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 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. We are in the process of developing a broader strategic plan for Fubo Sportsbook based on market conditions and other factors. In particular, in light of a rapidly evolving macroeconomic environment, we are actively searching for a long-term strategic partner to assist in the development, operation and expansion of our sports wagering business. If we are unable to enter into such an arrangement on favorable commercial terms or at all, we may need to delay our expansion plans or scale back or cease our sports wagering operations.

The success of our 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 ability to attract third-party investment; 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.

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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 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 wagering business may experience significant losses with respect to individual events or wagering outcomes.

Our sports wagering fixed-odds wagering products involve 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 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 wagering outcomes, specifically if large, individual bets are placed on an event or wagering outcome or series of events or wagering outcomes. Odds compilers and risk managers are capable of human error, thus even noting that a number of 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.

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Our 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 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 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 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 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 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 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.

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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.

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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.

Risks Related to Regulation

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 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 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 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 is also 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 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 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 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 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 offense, inside or outside of the United States that calls into question the honesty or integrity of us or any of our directors, officers, employees or associates.

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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 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 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.

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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 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 licenses 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 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.

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As a result, we sought shareholder approval at our 2022 annual meeting of shareholders to adopt an amendment to our articles of incorporation to facilitate compliance with applicable gaming regulations and to otherwise operate in a manner consistent with best industry practices. This amendment which was approved by our shareholders and subsequently adopted provides us with the right, subject to certain conditions set forth in the amendment to our articles of incorporation, to redeem shares held by an unsuitable person (a “Disqualified Holder”). Any redemption would be made at the per share purchase price equal to the average closing sale price of the shares as reported during the 30 trading days prior to the date upon which the company informs the 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 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, parties in litigation seek to limit the scope of immunity under Section 230, and government officials and others propose to eliminate or reduce existing liability protections via legislation. Any such changes could affect our ability to claim protection under 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.

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We are subject to payment processing risk.

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. Although we do not believe taxes are due, we may be subject to penalties and interest 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, value-added, goods and services, and similar tax laws are complicated and vary greatly by jurisdiction. 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. Additionally, the Supreme Court of the United States ruled in South Dakota v. Wayfair, Inc. et. al. (Wayfair) that online sellers can be required to collect sales 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 subject to taxation-related risks in multiple jurisdictions.

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.

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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 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.

Risks Related to Our Operations

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. Since early 2020, sports content has continued to be impacted by COVID-19 due to travel restrictions and numerous professional and college sports leagues cancelling or 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 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 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.

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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 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.

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 markets in which we see compelling opportunities, we may not be able to create or maintain international market demand for our platform.

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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 United States. In addition to the risks that we face in the United States, our international operations involve risks that could adversely affect our business, including:

•differing legal and regulatory requirements, including country-specific data privacy and security laws and regulations, consumer protection laws and regulations, tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties on cross-border movements of goods or data flows, extension of limits on TV advertising minutes to OTT advertising, local content requirements, data or data processing localization requirements, or other trade restrictions;

•slower adoption and acceptance of streaming services in other countries;

•the need to adapt our content and user interfaces for specific cultural and language differences, including delivering support and training documentation in languages other than English;

•our ability to deliver or provide access to popular streaming channels or content to users in certain international markets;

•different or unique competitive pressures as a result of, among other things, the presence of local consumer electronics companies and the greater availability of free content on over-the-air channels in certain countries, such as France;

•challenges inherent in efficiently staffing and managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits, and compliance programs;

•political or social unrest, including the ongoing war between Russia and Ukraine, and economic instability;

•compliance with laws such as the Foreign Corrupt Practices Act, UK Bribery Act and other anti-corruption laws, export controls and economic sanctions, and local laws prohibiting corrupt payments to government officials;

•compliance with various privacy, data transfer, data protection, accessibility, consumer protection and child protection laws in the European Union and other international markets that we operate in;

•difficulties in understanding and complying with local laws, regulations and customs in foreign jurisdictions, including local ownership requirements for streaming content providers and laws and regulations relating to privacy, data protection and information security, and the risks and costs of non-compliance with such laws, regulations and customs;

•regulatory requirements or government action against our service, whether in response to enforcement of actual or purported legal and regulatory requirements or otherwise, that results in disruption or non-availability of our service or particular content in the applicable jurisdiction;

•adverse tax consequences such as those related to changes in tax laws or tax rates or their interpretations, and the related application of judgment in determining our global provision for income taxes, deferred tax assets or liabilities or other tax liabilities given the ultimate tax determination is uncertain;

•differing legal and court systems, including limited or unfavorable intellectual property protection;

•fluctuations in currency exchange rates could impact our revenue and expenses of our international operations and expose us to foreign currency exchange rate risk;

•profit repatriation and other restrictions on the transfer of funds;

•differing payment processing systems;

•working capital constraints; and

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•new and different sources of competition.

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, including rising levels of inflation, 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 the number of 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 continue to 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.

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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.

From time to time, we acquire or invest in businesses, products or technologies to expand our offerings and capabilities, subscriber base and business. The risks associated with such acquisitions or investments include: the difficulty of integrating solutions, operations, and 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. Acquisitions in international markets, 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 successful in overcoming such risks, and such acquisitions and investments may negatively impact our business. In addition, if we 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 the extent anticipated. Acquisitions and investments may contribute to fluctuations in our quarterly financial results. These fluctuations could 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.

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Risks Related to Privacy and Cybersecurity

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 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 (“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 (“EU”) and its member states, 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. 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.

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.

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Although certain legal mechanisms have been designed to allow for the transfer of personal data from the UK, EEA and Switzerland to the 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. In particular in July 2020, the Court of Justice of the European Union (“CJEU”) limited how organizations could lawfully transfer personal data from the EU/EEA to the United States by invalidating the Privacy Shield for purposes of international transfers and 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 and regions in which we operate, it could affect the manner in which we provide our services, the geographical location or 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.

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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 ~~arise~~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.

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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.

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Risks Related to Our Intellectual Property

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. 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. Defending ourselves against intellectual property infringement claims, whether or not they have merit, could be costly and could result in the diversion of resources and management time and attention, even if 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 ability to use our current streaming technology and market our service could be 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. 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, royalties or 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. 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. We may also be required to cease making, licensing or using technologies that are alleged to infringe or misappropriate the intellectual property of 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.

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 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.

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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, including the intellectual property rights underlying our Service. We attempt to 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, other contractual restrictions, technological measures, and 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.

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 patents or other intellectual property issued or registered to, or otherwise held by us. Third parties may also knowingly or unknowingly infringe our intellectual property rights, and litigation or proceedings before governmental authorities and administrative bodies may be necessary in the future to 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 protect our proprietary rights may be ineffective and could result in substantial 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 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. 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 software could impose limitations on our ability to commercialize our platform.

We incorporate open-source software in our platform. From time to time, companies that incorporate open-source software into their products have faced claims challenging the ownership of open-source software and/or compliance with open-source license terms. Therefore, we could be subject to suits by parties claiming ownership of what we believe to be open-source software or non-compliance with open-source licensing terms. Use and distribution of open source 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.

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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 licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our platform. By the terms of certain open source licenses, we could be required to release the source code of our software and to make our software 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 be subject to an open source license, we could be required to publicly release the affected portions of our source code, re-engineer all, or a portion of, that software or otherwise be limited in the licensing of our software, each of which could negatively impact the value of our 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.

Risks Related to the 2026 Convertible Notes

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.

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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 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 no longer allows the use of the treasury stock method for convertible instruments and instead 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. 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.

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Risks Related to Ownership of our Common Stock

Our stock price is volatile.

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:

•the impact on global and regional economies as a result of the COVID-19 pandemic;

•variations in our operating results;

•variations between our actual operating results and the expectations of securities analysts, investors and the financial community;

•announcements of developments affecting our business, systems or expansion plans by us or others;

•technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as it may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities, access to margin debt, trading in options and other derivatives on our common stock, fractional share trading, and other technical trading factors or strategies;

•competition, including the introduction of new competitors, their pricing strategies and services;

•announcements regarding stock repurchases and sales of our equity and debt securities;

•market volatility in general;

•the level of demand for our stock, including the amount of short interest in our stock; and

•the operating results of our competitors.

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.

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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 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 ~~ordinary course~~aggregate.

Additionally, certain of ~~its business. Except~~our employees, executive officers, and directors have already entered into, or may in the future enter into Rule 10b5-1 trading plans providing for ~~income tax contingencies (commencing April 1, 2009),~~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 ~~Company records accruals for contingencies~~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 ~~extent~~expiration of the lock-up agreements and Rule 144 requirements referred to above.

General Risk Factors

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 ~~management concludes~~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 statements 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 ~~occurrence~~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.

Our insurance may not provide adequate levels of coverage against claims.

We maintain insurance that we believe is ~~probable~~customary for businesses of our size and type. However, there are types of losses we may incur that ~~the related amounts~~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 ~~loss can be reasonably estimated. Legal expenses associated with the contingency are expensed as incurred.~~

~~Item 1A. Risk Factors~~

~~Not applicable for smaller reporting companies.~~

operations, cash flows and financial condition.

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

~~On various dates during the three months ended September 30, 2017, the Company issued 200,000 shares~~

None.

Table of ~~the Company’s Common Stock for net proceeds of $30,000.~~

~~The securities referenced above were issued solely to “accredited investors” in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act, as amended.~~

Contents

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~There have been no material changes~~

On August 3, 2022, the Board approved the adoption of the 2022 Employment Inducement Equity Incentive Plan (the “Inducement Plan”), which was adopted without shareholder approval pursuant to Rule 303A.08 of the New York Stock Exchange Listed Company Manual. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares, and its terms are substantially similar to the ~~procedures~~Company’s 2020 Equity Incentive Plan, as amended, including with respect to treatment of equity awards in the event of a merger or “Change in Control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NYSE inducement award exception or to comply with the NYSE acquisition and merger exception. In accordance with Rule 303A.08 of the NYSE Listed Company Manual, awards under the Inducement Plan may only be made as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by Rule 303A.08 of the NYSE Listed Company Manual, in connection with a merger or acquisition. The Board has reserved an initial total of 3,250,000 shares of the Company’s common stock for issuance under the Inducement Plan.

The foregoing description of the Inducement Plan is not complete and is qualified in its entirety by reference to the full text of the Inducement Plan, a copy of which ~~security holders may recommend nominees to our Board of Directors since the filing of our quarterly report on Form 10-Q for the quarter ended June 30, 2017.~~

is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 6. Exhibits

~~Exhibit~~ ~~Number~~		~~Description~~

31.1*		~~Section 302 Certificate of Chief Executive Officer and Principal Financial Officer~~

32.1*		~~Section 1350 Certification of Chief Executive Officer and Principal Financial Officer~~

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~~

Exhibit
Number

Description

Incorporated by Reference

Furnished/Filed
Herewith

Form

File No.

Exhibit

Filing Date

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

03/23/2020

3.1(a)

Articles of Incorporation dated February 20, 2009

S-1

333-176093

3.1(i)

08/05/2011

3.1(b)

Articles of Amendment to Articles of Incorporation dated October 5, 2010

S-1

333-176093

3.1(ii)

08/05/2011

3.1(c)

Articles of Amendment to Articles of Incorporation dated December 31, 2014

10-K

000-55353

3.1(iii)

03/31/2015

3.1(d)

Articles of Amendment to Articles of Incorporation dated January 11, 2016

8-K

000-55353

3.1

01/29/2016

3.1(e)

Certificate of Designation of Series A Preferred Stock dated June 23, 2016

8-K

000-55353

4.1

06/28/2016

3.1(f)

Certificate of Designation of Series B Preferred Stock dated June 23, 2016

8-K

000-55353

4.2

06/28/2016

3.1(g)

Certificate of Designation of Series C Preferred Stock dated July 21, 2016

8-K

000-55353

4.1

07/26/2016

Table of Contents

3.1(h)

Second Amended Certificate of Designation of Series C Preferred Stock dated March 3, 2017

8-K

000-55353

3.1

03/06/2017

3.1(i)

Articles of Amendment to Articles of Incorporation dated October 17, 2017

8-K

000-55353

3.1

12/05/2017

3.1(j)

Certificate of Designation of Preferences and Rights of Series X Convertible Preferred Stock dated August 3, 2018

8-K

000-55353

3.1

08/06/2018

3.1(k)

Articles of Amendment to Articles of Incorporation dated September 9, 2019

8-K

000-55353

3.1

09/11/2019

3.1(l)

Articles of Amendment to Articles of Incorporation dated March 16, 2020

8-K

000-55353

3.1

03/23/2020

3.1(m)

Certificate of Designation of Series AA Convertible Preferred Stock dated March 20, 2020

8-K

000-55353

3.2

03/23/2020

3.1(n)

Articles of Amendment to Articles of Incorporation dated September 29, 2016

10-Q

000-55353

3.1(n)

07/06/2020

3.1(o)

Articles of Amendment to Articles of Incorporation dated January 9, 2017

10-Q

000-55353

3.1(o)

07/06/2020

3.1(p)

Articles of Amendment to Articles of Incorporation dated May 11, 2017

10-Q

000-55353

3.1(p)

07/06/2020

3.1(q)

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

10-Q

000-55353

3.1(q)

07/06/2020

3.1(r)

Articles of Amendment to Articles of Incorporation dated January 29, 2019

10-Q

000-55353

3.1(r)

07/06/2020

3.1(s)

Articles of Amendment to Articles of Incorporation dated July 12, 2019

10-Q

000-55353

3.1(s)

07/06/2020

3.1(t)

Articles of Amendment to Articles of Incorporation dated August 10, 2020

8-K

000-55353

3.1

08/13/2020

3.1(u)

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

S-1

333-249783

3.1(u)

10/30/2020

3.1(v)

Articles of Amendment to Articles of Incorporation dated June 9, 2022

S-3

333-266557

3.1(v)

08/05/2022

3.2

Amended and Restated Bylaws of the Company, dated March 1, 2022

8-K

001-39590

3.1

03/02/2022

4.1

Form of Common Stock Certificate

10-K

001-39590

4.1

03/25/2021

4.2

Form of Common Stock Purchase Warrant in connection with the private placement between May 11, 2020 and June 8, 2020

10-Q

000-55353

4.5

07/06/2020

4.3

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

8-K

001-39590

4.1

02/02/2021

Table of Contents

4.4

Form of Note, representing fuboTV Inc.’s 3.25% Convertible Senior Notes due 2026 (included in Exhibit 4.3)

8-K

001-39590

4.2

02/02/2021

10.1

fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan

10.2

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (standard)

10.3

Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan (key employee)

10.4

Form of Stock Option Award Agreement to the fuboTV Inc. 2022 Employment Inducement Equity Incentive Plan

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

0.1

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	~~CAROLCO PICTURES, INC.~~
		FUBOTV INC.

Date: ~~November 21, 2017~~August 8, 2022		By:	/s/ ~~Alex Bafer~~David Gandler
			~~Alex Bafer~~David Gandler
			Chief Executive Officer (Principal Executive Officer)


	FUBOTV INC.

Date: August 8, 2022	By:	/s/ John Janedis
		John Janedis
		Chief Financial Officer ~~Principal~~(Principal Financial Officer and Principal Accounting Officer)

~~1115 Broadway, 12~~^th ~~Floor,~~
1290 Avenue of the Americas, New York, NY						~~10010~~ 10104
(Address of Principal Executive Offices)						(Zip Code)


Large accelerated filer		~~[ ]~~x		Accelerated filer		~~[ ]~~o

Non-accelerated filer	~~[ ]~~o		Smaller reporting company		~~[X]~~o
~~(Do not check if a smaller reporting company)~~

Emerging growth company	~~[X]~~o

~~[X]~~
x			QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~[ ]~~
o			TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets
Cash	$	101,000		$	77,000
Accounts receivable		10,000			10,000
Prepaid expenses and other current assets		58,000			-
Current assets from discontinued operations		-			28,000
Total current assets		169,000			115,000

Deposits		3,000			-
Total Assets	$	172,000		$	115,000


LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	93,000		$	49,000
Accrued interest related parties		136,000			118,000
Accrued payroll - officers		388,000			422,000
Advances from related parties		31,000			31,000
Deposit on future sale of equity		55,000			55,000
Convertible notes payable, net of discount		13,000			-
Convertible notes payable - related party		484,000			484,000
Derivative liability		1,574,000			12,985,000
Current liabilities from discontinued operations		-			226,000
Total current liabilities		2,774,000			14,370,000

Commitments and Contingencies		-			-

Stockholders' Deficit:
Series A Preferred stock, par value $0.0001, 5,000,000 shares authorized5,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016		1,000			1,000
Series B Preferred stock, par value $0.0001, 1,000,000 shares authorized1,000,000 shares issued and outstanding as of September 30, 2017 and December 31, 2016		-			-
Series C Preferred stock, par value $0.0001, 41,000,000 shares authorized 1,424,491 shares and 41,511,991 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively		-			4,000
Common stock, par value $0.0001, 300,000,000 shares authorized79,628,783 shares and 33,940 shares issued and outstanding as of September 30, 2017and December 31, 2016, respectively		8,000			-
Additional paid in capital		8,239,000			7,626,000
Non - controlling interest		-			(189,000	)
Accumulated deficit		(10,850,000	)		(21,697,000	)
Total Stockholders' Deficit		(2,602,000	)		(14,255,000	)

Total Liabilities and Stockholders' Deficit	$	172,000		$	115,000

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016

Revenue	$	-		$	-		$	41,000		$	-

Cost of goods sold		-			-			8,000			-

Gross Profit		-			-			33,000			-

Operating Expenses:
Compensation		64,000			715,000			430,000			804,000
General and administrative		162,000			502,000			325,000			567,000

Total operating expenses		226,000			1,217,000			755,000			1,371,000

Loss from operations		(226,000	)		(1,217,000	)		(722,000	)		(1,371,000	)

Other Income (Expense)
Interest expense		(32,000	)		(14,000	)		(44,000	)		(211,000	)
Amortization of debt discount		(51,000	)		-			(51,000	)		-
Financing costs		(231,000	)		-			(231,000	)		-
Other income (expense)		-			-			1,000			(2,000	)
Gain on settlement of convertible note		-			28,000			-			28,000
Gain on extinguishment of derivative liability		-			132,000			-			389,000
Change in fair value of derivative liability		(268,000	)		379,000			11,905,000			(3,826,000	)

Total Other (Income) Expense		(582,000	)		525,000			11,580,000			(3,622,000	)

Income (Loss) From Continuing Operations		(808,000	)		(692,000	)		10,858,000			(4,993,000	)

Income (Loss) From Discontinued Operations:

Loss from operations of discontinued business component		-			(15,000	)		(68,000	)	$	(110,000	)

Gain from sale of discontinued business component		-			-			57,000			-

Total Income (Loss) From Discontinued Operations		-			(15,000	)		(11,000	)		(110,000	)

Net Income (Loss)	$	(808,000	)	$	(707,000	)	$	10,847,000		$	(5,103,000	)


Net income (loss) from continuing operations per common share
-Basic	$	(0.01	)	$	(1.85	)	$	0.34		$	(19.41	)
-Diluted	$	(0.01	)	$	(1.85	)	$	0.27		$	(19.41	)

Net income (loss) from discontinued operations per common share
-Basic	$	-		$	(0.04	)	$	(0.00	)	$	(0.43	)
-Diluted	$	-		$	(0.04	)	$	(0.00	)	$	(0.43	)

Net income (loss)
-Basic	$	(0.01	)	$	(1.89	)	$	0.34		$	(19.84	)
-Diluted	$	(0.01	)	$	(1.89	)	$	0.27		$	(19.84	)


Weighted average common shares outstanding
-Basic		79,393,777			373,961			32,156,987			257,265
-Diluted		86,784,507			373,961			39,547,717			257,265

	Common Shares,
	$0.0001 Par Value				Series A Preferred				Series B Preferred				Series C Preferred
	Per Share				$0.0001 Par Value				$0.0001 Par Value				$0.0001 Par Value						Additional						Non-
	Shares				Shares				Shares				Issued						Paid -In			Accumulated			Controlling			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Shares			Amount			Capital			Deficit			Interest			(Deficit)

Balance December 31, 2016		33,940	$	-		5,000,000	$	1,000		1,000,000	$	-		40,511,991		$	4,000		$	7,626,000		$	(21,697,000	)	$	(189,000	)	$	(14,255,000	)

Issuance of common stock for cash		810,000		-																152,000									152,000

Issuance of common stock for services		501,000		-																410,000									410,000

Issaunce of shares to former officer		1,000		-																-									-

Conversion of Preferred "C" shares into common		78,175,000		8,000										(39,087,500	)		(4,000	)		(4,000	)

Elimination of non-controlling interest upon sale of S&G		-		-																						189,000			189,000

Issuance of common stock for commitment fee		107,843		-																55,000									55,000

Net income																							10,847,000						10,847,000

Balance September 30, 2017		79,628,783	$	8,000		5,000,000	$	1,000		1,000,000	$	-		1,424,491		$	-		$	8,239,000		$	(10,850,000	)		0		$	(2,602,000	)


	Common Stock		Additional Paid-In Capital					Accumulated Deficit	Non-controlling Interest	Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
		Shares			Amount
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 warrants		540,541	—			10,249				—		—		—		10,249
Exercise of stock options		349,847	—			443				—		—		—		443
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 (Unaudited)		182,677,189	$	18		$	1,837,195			$	(1,137,335)	$	(11,313)	$	(2,043)	$	686,522
Issuance of common stock/At-the-market offering, net of offering costs		2,400,000	1			16,391				—		—		—		16,392
Exercise of stock options		80,275	—			129				—		—		—		129
Delivery of common stock underlying restricted stock units		135,603	—			—				—		—		—		—
Stock-based compensation		—	—			14,209				—		—		—		14,209
Foreign currency translation adjustment		—	—			—				—		—		(844)		(844)
Net loss attributable to non-controlling interest		—	—			—				—		(150)		—		(150)
Net loss		—	—			—				(116,124)		—		—		(116,124)
Balance at June 30, 2022 (Unaudited)		185,293,067	$	19		$	1,867,924			$	(1,253,459)	$	(11,463)	$	(2,887)	$	600,134


	Preferred stock			Common Stock			Additional Paid-In Capital		Treasury Stock				Accumulated Deficit		Non-controlling Interest		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount				Shares		Amount
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 (Unaudited)	—	$	—	140,549,783	$	14	$	1,383,029	(176,932)		$	—	$	(696,566)	$	(11,170)	$	675,307
Exercise of common stock warrants	—	—		71,428	—		500		—		—		—		—		500
Recognition of debt discount on 2026 Convertible Notes	—	—		—	—		(113)		—		—		—		—		(113)
Exercise of stock options	—	—		508,664	—		1,200		—		—		—		—		1,200
Stock based compensation	—	—		—	—		24,431		—		—		—		—		24,431
Other	—	—		(32,581)	—		2		—		—		—		—		2
Net loss attributable to non-controlling interest	—	—		—	—		—		—		—		—		(15)		(15)
Net loss	—	—		—	—		—		—		—		(94,915)		—		(94,915)
Balance at June 30, 2021 (Unaudited)	—	$	—	141,097,294	$	14	$	1,409,049	(176,932)		$	—	$	(791,481)	$	(11,185)	$	606,397

	For the Nine Months Ended
	September 30, 2017			September 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	10,847,000		$	(5,103,000	)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Financing cost		231,000
Common stock issued for commitment fee		55,000
Common stock issued for services		410,000			619,000
Change in fair value of derivative liability		(11,905,000	)		3,826,000
Elimination of non-controlling interest of discontinued operations		189,000
Depreciation expense		-			1,000
Amortization of debt discount and debt issuance cost		51,000			79,000
Amortization of intangible assets		-			276,000
Gain on settlement of convertible note		-			(28,000	)
Gain on extinguishment of derivative liability		-			(389,000	)
Changes in operating liabilities
Accounts receivable		-			(46,000	)
Prepaid expenses and other current assets		(58,000	)		8,000
Deposits		(3,000	)		-
Capitalized production costs		-			(24,000	)
Accounts payable		39,000			138,000
Accrued interest		18,000			49,000
Accrued payroll		(34,000	)		292,000
Net Cash Used By Operating Activities of Continuing Operations		(160,000	)		(302,000	)
Net Cash Used in Operating Activities of Discontinued Operations		(198,000	)
Net Cash Used in Operating Activities of Discontinued Operations		(358,000	)		(302,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired from acquisition		-			107,000
Net Cash Provided by Financing Activities		-			107,000

CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from related parties		-			359,000
Repayments of note payable - related party		-			(100,000	)
Proceeds from issuance of note payable		270,000			31,000
Repayments of convertible notes payable		(40,000	)		(148,000	)
Proceeds from future sale of equity					205,000
Proceeds from sale of common stock		152,000			-
Net Cash Provided by Financing Activities		382,000			347,000

Net Increase in Cash		24,000			152,000
Cash at Beginning of Period		77,000			48,000
Cash at End of Period	$	101,000		$	200,000

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	-		$	19,000
Income taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock upon conversion of notes payable and accrued interest	$	-		$	100,000
Issuance of Series A and B Preferred Stock upon settlement of related party advances and accrued payroll	$	-		$	439,000
Issuance of Series A and B Preferred Stock upon acquisition of Recall Studios, Inc.	$	-		$	1,221,000
Conversion of 39,087,500 shares of Series C Preferred stock into 79,175,000 shares of common stock	$	8,000		$	-

	Nine months ended September 30,					Three months ended September 30,
	2017		2016			2017			2016
Earnings per share – Basic
Income (Loss) for the period	$	10,847,000	$	(5,103,000	)	$	(808,000	)	$	(707,000	)
Basic average common stock outstanding		32,156,987		257,265			79,393,777			373,961
Net earnings per share	$	0.34	$	(19.84	)	$	(.01	)	$	(1.89	)

	September 30, 2017			December 31, 2016
Stock Price	$	0.51		$	4.0
Risk free interest rate		0.84	%		0.51% - 0.62	%
Expected Volatility		525	%		383	%
Expected life in years		.92-1.00			0.21-0.57
Expected dividend yield		0	%		0	%

Fair Value – Warrants	$	0		$	11,930,000
Fair Value – Note Conversion Feature		1,574,000			1,055,000
Total	$	1,574,000		$	12,985,000

	Warrants			Weighted Average Price		Weighted Average Remaining Contractual Life
December 31, 2016		295		$	800		3.63
Granted		-			-		-
Exercised		-			-		-
Forfeited/expired		(56	)		10		.0 5
September 30, 2017		239		$	1,740		3.68

	December 31, 2016
ASSETS:
Current assets
Cash	$	24,000
Accounts receivable		1,000
Prepaid expenses and other current assets		3,000
Total assets	$	28,000

LIABILITIES :
Current liabilities
Accounts payable and accrued expenses	$	81,000
Accrued payroll – officers		36,000
Advances from related parties		10,000
Deferred revenue		24,000
Note payable		75,000
Total liabilities	$	226,000

	Nine months Ended September 30, 2017			Nine months Ended September 30, 2016
Net Cash Used in Operating Activities	$	(358,000	)	$	(302,000	)
Net Cash Provided by Investing Activities	$	-		$	107,000
Net Cash Provided by Financing Activities	$	382,000		$	347,000
Net Change in Cash	$	24,000		$	152,000