FuboTV Inc 8-K, filed Sep 24, 2020
FuboTV Inc. (FUBO)
About this 8-K
FuboTV Inc filed this 8-K on September 24, 2020, reporting on events of September 21, 2020.
Items reported
- Item 4.01: Change of auditor
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- 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): September 21, 2020
FUBOTV 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) |
| 1330 Avenue of the Americas, New York, NY | 10019 | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code: | (212) 672-0055 |
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 4.01. | Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Accounting Firm
On September 21, 2020, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of fuboTV Inc. (the “Company”) approved the dismissal of L J Soldinger Associates, LLC (“Soldinger”), effective immediately.
Soldinger was engaged by the Company on April 23, 2020. No audit report of Soldinger for the year ended December 31, 2019 contained an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s two most recent fiscal years and through September 21, 2020, (i) there were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Soldinger on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Soldinger, would have caused Soldinger to make reference to the subject matter of such disagreement in connection with its reports on the financial statements for such periods and (ii) except with respect the Company’s restatement of its audited consolidated financial statements as of and for the fiscal year ended December 31, 2019, and its unaudited condensed consolidated interim financial statements for the fiscal periods ended March 31, 2020 and June 30, 2020, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided Soldinger with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange Commission (the “Commission”) and requested that Soldinger furnish the Company a letter addressed to the Commission stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. Soldinger’s letter to the Commission, dated September 21, 2020, is attached hereto as Exhibit 16.1.
Engagement of New Independent Registered Accounting Firm
On September 21, 2020, the Company’s Audit Committee approved the appointment of KPMG, LLP (“KPMG”) as the Company’s new independent registered public accounting firm. On September 21, 2020, the Company entered into an engagement agreement with KPMG effective immediately.
During the Company’s two most recent fiscal years ended December 31, 2019 and 2018, and the subsequent interim period through September 21, 2020, neither the Company nor anyone acting on its behalf consulted with KPMG regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, in connection with which either a written report or oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
On September 21, 2020, Laura Onopchenko was elected to the Board of the Company by unanimous written consent of the then-current members of the Board. Ms. Onopchenko was also appointed to serve as a member of the Company’s Audit Committee. Ms. Onopchenko will serve as the Chair of the Audit Committee and an Audit Committee Financial Expert. The Company issued a press release announcing the appointment of Ms. Onopchenko on September 24, 2020, a copy of which is attached hereto as Exhibit 99.1.
Laura Onopchenko has more than 25 years of experience in a variety of finance roles with a particular expertise in high-growth situations. Ms. Onopchenko joined Getaround, a global leader in carsharing, in September 2020 as its CFO. Ms. Onopchenko previously served as CFO at NerdWallet, a website and app that provides financial guidance to more than 160 million consumers every year. During Ms. Onopchenko’s tenure, NerdWallet grew meaningfully, surpassed $100M in annual revenue, and achieved and sustained profitability. Before NerdWallet, she was vice president of finance at DaVita Rx, the pharmacy division at DaVita. During her five-years at the company, the business quadrupled to more than $1 billion in yearly revenue and fulfilled millions of prescriptions. Earlier in her career, Ms. Onopchenko worked as an investment banker, an early-stage tech investor, and in a variety of operating roles in environments ranging from start-ups to Fortune 500 companies. Ms. Onopchenko has a BA in Economics from UC Berkeley, and an MBA from The Wharton School of the University of Pennsylvania. Ms. Onopchenko’s qualifications to serve of the Board include her experience with high-growth companies and her financial expertise.
There is no arrangement or understanding between Ms. Onopchenko and any other person, other than as described below, pursuant to which Ms. Onopchenko was elected as a director of the Company. There are no family relationships between Ms. Onopchenko and any director or executive officer of the Company, and, other than as described herein, no transactions involving Ms. Onopchenko that would require disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment to the Board, Ms. Onopchenko was granted an option to purchase 68,608 shares of the Company’s common stock (the “Initial Award”) in accordance with the Company’s Outside Director Compensation Policy (the “Compensation Policy”) and subject to the Company’s 2020 Equity Incentive Plan (the “Plan”) and standard option award agreements thereunder. The Initial Award will vest in 36 equal, monthly installments beginning on the grant date, provided that Ms. Onopchenko continues to serve as a Service Provider (as defined in the Plan) through the applicable vesting date. In addition, any unvested potion of the Initial Award that remains outstanding as of the date of a change of control of the Company will immediately vest in full and become exercisable. In addition to the Initial Award in accordance with the Compensation Policy, Ms. Onopchenko will receive an annual cash retainer for her Board service, in accordance with the Compensation Policy. In addition to the Initial Award, Ms. Onopchenko will also be eligible to receive an annual equity award in accordance with the Compensation Policy.
The Company entered into its standard form of indemnification agreement with Ms. Onopchenko, which is included as Exhibit 10.1. The form of indemnification agreement was previously filed as Exhibit 10.2 to the Company’s current report on Form 8-K filed April 7, 2020 and is incorporated herein by reference.
| Item 8.01 | Other Events. |
As of September 23, 2020, the number of shares outstanding of the Company’s common stock was 47,366,168.
| Item 9.01 | Financial Statements and Exhibits. |
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.
| FUBOTV INC. | ||
| Date: September 24, 2020 | By | /s/ David Gandler |
| Name: | David Gandler | |
| Title: | Chief Executive Officer | |
Exhibit 16.1
Exhibit 99.1
LAURA ONOPCHENKO APPOINTED
TO FUBOTV’S BOARD OF DIRECTORS
NEW YORK – SEPTEMBER 24, 2020 – fuboTV (OTCQB: FUBO) announced today it has appointed former NerdWallet and current Getaround CFO Laura Onopchenko to its board of directors as an independent director effective immediately.
Onopchenko joins the sports-focused live TV streaming platform’s board following its announcement last week that it has forecast strong third quarter demand with the return of the NFL and fall sports seasons. As a result, fuboTV raised third quarter subscriber guidance to 370,000-380,000. Also last week, the company announced its common stock has been approved to list on the New York Stock Exchange, conditional upon successful pricing of this offering, under the ticker symbol “FUBO.”
“I’m looking forward to the expertise Laura, who has led finance for disruptive companies during periods of high growth, will bring to our team,” said David Gandler, co-founder and CEO, fuboTV. “I am thrilled to welcome Laura to fuboTV’s board of directors.”
“I’m excited to join fuboTV on its journey to enable consumers to access sports and entertainment both ubiquitously and cost effectively,” said Onopchenko. “I look forward to being a part of the growth of fuboTV at this exciting time.”
Onopchenko has more than 25 years of experience in a variety of finance roles with a particular expertise in high growth situations. She joined Getaround, a global leader in carsharing, in September 2020 as its CFO. Onopchenko previously served as CFO at NerdWallet, a website and app that provides financial guidance to more than 160 million consumers every year. During her tenure, NerdWallet grew meaningfully, surpassed $100M in annual revenue, and achieved and sustained profitability. Before NerdWallet, she was vice president of finance at DaVita Rx, the pharmacy division at DaVita. During her five years at the company, the business quadrupled to more than $1 billion in yearly revenue and fulfilled millions of prescriptions. Earlier in her career, Onopchenko worked as an investment banker, an early-stage tech investor and in a variety of operating roles in environments ranging from start-ups to Fortune 500 companies. Onopchenko has a BA in Economics from UC Berkeley, and an MBA from Wharton.
About fuboTV
fuboTV (OTCQB: FUBO) is the leading sports-first live TV streaming platform offering subscribers access to tens of thousands of live sporting events annually as well as leading news and entertainment content. fuboTV’s base package, fubo Standard, features a broad mix of 100+ channels, including 43 of the top 50 Nielsen-ranked networks across sports, news and entertainment (Primetime A18-49).
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 was the first virtual MVPD to stream in 4K.
fuboTV 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.
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.
# # #
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