FuboTV Inc 8-K, filed Jun 4, 2020
FuboTV Inc. (FUBO)
About this 8-K
FuboTV Inc filed this 8-K on June 4, 2020, reporting on events of May 30, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2020
FACEBANK GROUP, INC.
(Exact name of registrant as specified in its charter)
| Florida | 000-55353 | 26-4330545 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S.
Employer Identification Number) |
| 1115 Broadway, 12th Floor, New York, NY | 10010 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (212)-537-5775 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. [ ]
Item 3.02 Unregistered Sales of Equity Securities.
Since May 12, 2020, FaceBank Group, Inc., a Florida corporation (the “Company” or “FaceBank”) has entered into Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company sold an aggregate of 1,903,181 shares (the “Purchased Shares”) of the Company’s common stock at a purchase price of $7.00 per share (the “Purchase Price”), for an aggregate of $13,322,267.00. In connection with the Purchase Agreements, the Company issued warrants to purchase the Company’s common stock, each with an exercise price equal to the Purchase Price (the “Warrants”), to the Investors to purchase, in the aggregate, 1,903,181 shares of the Company’s common stock. There were no underwriting discounts or commissions.
The sale and issuance of the Purchased Shares and the Warrants were made in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act. The Company sold the Purchased Shares to “accredited investors” as defined in Rule 501(a) of the Securities Act and did not engage in a general solicitation or advertising with respect to the issuance and sale of the Purchased Shares.
In total, between May 11, 2020 and June 1, 2020, the Company has sold 2,961,616 shares of its common stock for an aggregate purchase price of $20,731,312.00 and has issued warrants to purchase 2,961,616 shares of its common stock. The shares and warrants sold on May 11, 2020 were previously disclosed in the Company’s current report on Form 8-K dated May 11, 2020.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2020, the Board of Directors (the “Board”) of the Company appointed Mr. Simone Nardi to serve as the Chief Financial Officer of the Company, commencing May 31, 2020.
Mr. Nardi, age 45, joined the Company as its Interim Chief Financial Officer in March 2020. Before joining the Company, Mr. Nardi served as SVP, Chief Financial Officer of Scripps Networks International, the global development arm of Scrips Networks Interactive, Inc., from November 2013 through September 2018. Before joining Scripps Networks Interactive, from 2005 through 2013 Mr. Nardi served in various financial management roles at NBC Universal, including as SVP and Chief Financial Officer of NBC Universal Networks International, the company’s international networks business; as Chief Financial Officer of NBC Universal’s business development division, and as Interim Chief Financial Officer at Hulu during the set-up phase. Mr. Nardi previously served on the board of directors of Scripps’ joint venture with Corus Entertainment, one of the largest media groups in Canada, from 2016 to 2018; he served on the supervisory board of TVN Group, a leading media and entertainment group in Poland that was acquired by Scripps Networks Interactive in 2015; and he served as a director of UKTV, a joint venture between Scripps Networks Interactive and BBC Studios, from 2014 to 2018. Mr. Nardi received a bachelor’s degree in Economics and Business Administration from Università Bocconi.
There is no arrangement or understanding between Mr. Nardi and any other person, other than as described below, pursuant to which Mr. Nardi was selected as an officer of the Company. There are no family relationships between Mr. Nardi and any director or executive officer of the Company, and, other than as described herein, no transactions involving Mr. Nardi that would require disclosure under Item 404(a) of Regulation S-K.
FaceBank and Mr. Nardi entered into the Company’s standard form of Indemnification Agreement (the “Indemnification Agreement”).
The foregoing description of the form of Indemnification Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Indemnification Agreement, attached hereto as Exhibit 10.1 and which is incorporated herein by reference. The form of Indemnification Agreement was previously filed as Exhibit 10.2 to FaceBank’s current report on Form 8-K filed April 7, 2020.
The press release announcing Mr. Nardi’s appointment as Chief Financial Officer is furnished as Exhibit 99.1 hereto. The information set forth in Exhibit 99.1 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| FACEBANK GROUP, INC. | ||
| Date: June 4, 2020 | By: | /s/ David Gandler |
| Name: | David Gandler | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
SIMONE NARDI APPOINTED CHIEF FINANCIAL OFFICER
OF FUBOTV
NEW YORK – JUNE 4, 2020 – FaceBank Group, Inc. (d/b/a fuboTV) (OTCQB: FUBO) announced today it has named Simone Nardi as chief financial officer. Nardi is based in New York City and reports directly to CEO David Gandler.
As CFO, Nardi leads all financial operations and strategy for fuboTV. He joins the live TV streaming platform as it prepares to uplist to a major stock exchange following its merger in April with FaceBank Group, Inc.
“Simone has already been instrumental in guiding fuboTV through our recent merger,” said Gandler. “With his deep experience managing finance and strategy for companies undergoing transformations in their business, Simone is an integral new member of fuboTV’s executive team.”
“I’m extremely honored to join the outstanding team at fuboTV,” said Nardi. “It’s an exciting time to be joining a proven leader in the media industry at the forefront of the streaming revolution. I look forward to playing a key role as the company continues to expand, drive cost efficiencies and growth and focus on delivering shareholder value.”
Prior to fuboTV, Nardi served as SVP and CFO, international for Scripps Networks Interactive, the number one producer of lifestyle content around the world. In this role, Nardi was responsible for all finance and strategic planning for the company’s international business across Canada, Europe, the Middle East, Africa, Asia Pacific and Latin America. He played a key role in the transformational $2 billion acquisition and integration of TVN S.A., the leading media company in Poland, including its delisting from the Warsaw Stock Exchange and the refinancing of its $1 billion debt. In this role, Nardi was also responsible for leading the Company’s international program licensing business and coordinating branding, marketing, technical operations and digital outside of the U.S. He was also a member of the board of directors of Scripps’ joint ventures with the BBC in the UK and with Corus Entertainment in Canada.
Previously, Nardi served as SVP and CFO for NBC Universal’s international channels and television production businesses where he helped build and grow the international TV production operation for NBC Universal, green-lighting and monetizing key franchises like Downton Abbey. Previously, he served as CFO of NBC Universal’s business development division in New York, where he assumed a lead role in launching Hulu.
Nardi began his career with General Electric in Italy and the United States.
About fuboTV
fuboTV (OTCQB: FUBO) merged with FaceBank Group in April 2020 to create a leading digital entertainment company, combining fuboTV’s direct-to-consumer live TV streaming platform for cord-cutters with FaceBank’s technology-driven IP in sports, movies and live performances.
Named to Forbes’ Next Billion Dollar Startup list in 2019, fuboTV is the live TV streaming platform with more top Nielsen-ranked sports, news and entertainment channels for cord-cutters than any other live platform.
Continually innovating to give subscribers a premium viewing experience they can’t find with cable TV, fuboTV is regularly first-to-market with new product features and is the only virtual MVPD to stream in 4K. Other industry “firsts” for the company include entering Europe with the launch of fuboTV España in 2018. fubo Sports Network, the live, free-to-consumer TV network featuring sports stories on and off the field, launched in 2019.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on the current beliefs, expectations and assumptions of fuboTV and on information currently available to fuboTV. The forward-looking statements in this press release represent fuboTV’s views as of the date of this press release. These statements may include, but are not limited to, statements regarding future events or future financial and operating performance and fuboTV’s plans for, and the anticipated benefits of, new strategic partnerships and fuboTV’s plans and timing regarding uplisting to a national stock exchange. Although fuboTV believes the expectations reflected in such forward-looking statements are reasonable, fuboTV can give no assurance that such expectations will prove to be correct. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause fuboTV’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. Except as required by applicable law, fuboTV does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. No representations or warranties (expressed or implied) are made about the accuracy of any such forward-looking statements. Important factors that could cause fuboTV’s actual results to differ materially are detailed from time to time in the reports fuboTV files with the Securities and Exchange Commission, copies of which are available on the Securities and Exchange Commission’s website at www.sec.gov and are available from fuboTV without charge. However, new risk factors and uncertainties may emerge from time to time, and it is not possible to predict all risk factors and uncertainties.
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fuboTV Investor and Media Contacts
| Media Contacts: | |
| Jennifer L. Press | Katie Minogue |
| jpress@fubo.tv | kminogue@fubo.tv |
| Investor Contact: | |
| The Blueshirt Group for fuboTV | |
| ir@fubo.tv |