8-K
FuboTV Inc. (FUBO)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Dateof report (Date of earliest event reported): January23, 2026
FuboTvInc.
(Exactname of registrant as specified in its charter)
| Delaware | 001-39590 | 26-4330545 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification Number) |
1290Avenue of the Americas
NewYork, NY 10104
(Addressof principal executive offices) (Zip Code)
(212)672-0055
(Registrant’stelephone number, including area code)
N/A
(FormerName or Former Address, if Changed Since Last Report)
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br><br> <br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Class<br> A Common Stock, par value $0.0001 per share | FUBO | New<br> York Stock Exchange |
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 provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On January 23, 2026, FuboTV Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) two prospectus supplements to the prospectus included in the Company’s registration statement on Form S-3ASR (File No. 333-292921), also filed with the SEC on January 23, 2026 (the “Registration Statement”), covering (i) the resale from time to time by Hulu, LLC (“Hulu”) of up to an aggregate of 947,910,220 shares (the “Hulu Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), issuable to Hulu upon exercise, conversion or exchange of other securities of the Company or any of its subsidiaries (including shares of Class B common stock, par value $0.0001 per share, of the Company, and units in Fubo Operations LLC) owned by Hulu, to satisfy registration rights the Company granted pursuant to a Registration Rights Agreement, dated October 29, 2025, between the Company and Hulu and (ii) the resale from time to time by certain stockholders of the Company of up to an aggregate of 29,270,178 shares (the “2029 Notes Conversion Shares”) of Class A Common Stock issuable upon conversion of the 2029 Notes.
A copy of the legal opinions of Latham & Watkins LLP relating to the validity of the Hulu Shares and the 2029 Notes Conversion Shares are filed herewith as Exhibit 5.1 and Exhibit 5.2, respectively, and are incorporated herein by reference, and are filed with reference to, and are hereby incorporated by reference into, the Registration Statement.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Latham & Watkins LLP. |
| 5.2 | Opinion of Latham & Watkins LLP. |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.2). |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| FUBOTV<br> INC. | ||
|---|---|---|
| Date:<br> January 23, 2026 | By: | /s/ David Gandler |
| David<br> Gandler | ||
| Chief<br> Executive Officer |
Exhibit5.1
| 1271<br> Avenue of the Americas<br><br> <br>New<br> York, New York 10020-1401<br><br> <br>Tel:<br> +1.212.906.1200 Fax: +1.212.751.4864<br><br> <br>www.lw.com | ||
|---|---|---|
| FIRM<br> / AFFILIATE OFFICES | ||
| --- | ||
| Austin | Milan | |
| --- | --- | --- |
| Beijing | Munich | |
| Boston | New<br> York | |
| Brussels | Orange<br> County | |
| Chicago | Paris | |
| Dubai | Riyadh | |
| January<br> 23, 2026 | Düsseldorf | San<br> Diego |
| Frankfurt | San<br> Francisco | |
| Hamburg | Seoul | |
| Hong<br> Kong | Silicon<br> Valley | |
| Houston | Singapore | |
| London | Tel<br> Aviv | |
| Los<br> Angeles | Tokyo | |
| FuboTV<br> Inc. | Madrid | Washington,<br> D.C. |
1290 Avenue of the Americas
New York, NY 10104
| Re: | Registration<br> Statement on Form S-3 (No. 333-292921); Up to 947,910,220 shares of Class A<br> Common Stock |
|---|
To the addressee set forth above:
We have acted as special counsel to FuboTV Inc., a Delaware corporation (the “Company”), in connection with the resale from time to time by the selling stockholders (the “Selling Stockholders”) named in the Prospectus Supplement (as defined below) of up to 947,910,220 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The resale of the Shares is being registered pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2026 (Registration No. 333-292921) (as amended, the “Registration Statement”), a base prospectus dated January 23, 2026 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus supplement dated January 23, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (the “ProspectusSupplement,” and together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Selling Stockholders and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
January 23, 2026
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon the exercise, conversion or exchange of other securities of the Company or any of its subsidiaries (including shares of Class B common stock, par value $0.0001 per share, of the Company and units in Fubo Operations LLC, a Delaware limited liability company) owned by the Selling Stockholders, and, assuming issuance of the Shares upon the exercise, conversion or exchange of other securities of the Company on the date hereof, would be validly issued, fully paid and nonassessable.
In rendering our opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on January 23, 2026 and to the reference to our firm contained in the Prospectus Supplement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
|---|
| Latham<br> & Watkins LLP |
Exhibit5.2
| 1271<br> Avenue of the Americas<br><br> <br>New<br> York, New York 10020-1401<br><br> <br>Tel:<br> +1.212.906.1200 Fax: +1.212.751.4864<br><br> <br>www.lw.com | ||
|---|---|---|
| FIRM<br> / AFFILIATE OFFICES | ||
| --- | ||
| Austin | Milan | |
| --- | --- | --- |
| Beijing | Munich | |
| Boston | New<br> York | |
| Brussels | Orange<br> County | |
| Chicago | Paris | |
| Dubai | Riyadh | |
| January<br> 23, 2026 | Düsseldorf | San<br> Diego |
| Frankfurt | San<br> Francisco | |
| Hamburg | Seoul | |
| Hong<br> Kong | Silicon<br> Valley | |
| Houston | Singapore | |
| London | Tel<br> Aviv | |
| Los<br> Angeles | Tokyo | |
| FuboTV<br> Inc. | Madrid | Washington,<br> D.C. |
1290 Avenue of the Americas
New York, NY 10104
| Re: | Registration<br> Statement on Form S-3 (No. 333-292921); Up to 29,270,178 shares of Class A Common Stock<br> issuable upon conversion of Convertible Senior Secured Notes due 2029 |
|---|
To the addressee set forth above:
We have acted as special counsel to FuboTV Inc., a Delaware corporation (the “Company”), in connection with the resale from time to time by the selling stockholders (the “Selling Stockholders”) named in the Prospectus Supplement (as defined below) of up to 29,270,178 shares of the Company’s Class A common stock, par value $0.0001 per share (the “ClassA Common Stock”) issuable to the Selling Stockholders upon conversion of the Company’s Convertible Senior Secured Notes due 2029 (the “Shares”). The resale of the Shares is being registered pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 23, 2026 (Registration No. 333-292921) (as amended, the “Registration Statement”), a base prospectus dated January 23, 2026 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus supplement dated January 23, 2026 filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Selling Stockholders and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
January 23, 2026
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and reserved for issuance upon conversion of the Convertible Senior Secured Notes due 2029 and, assuming issuance of the Shares upon conversion of the Convertible Senior Secured Notes due 2029 on the date hereof in accordance with the terms of the Convertible Senior Secured Notes due 2029 and the Indenture, dated as of January 2, 2024, by and among the Company, the guarantors from time to time party thereto (the “Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”), as amended and supplemented by the Supplemental Indenture, dated as of October 29, 2025, by and among the Company, the Guarantors, and the Trustee and Collateral Agent, would be validly issued, fully paid and nonassessable.
Our opinion is subject to the effect of bankruptcy. We express no opinion with respect to any provision permitting, upon acceleration of the Convertible Senior Secured Notes due 2029, collection of that portion of the stated principal amount thereof which might be determined to constitute unearned interest thereon.
In rendering this opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Prospectus Supplement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on January 23, 2026 and to the reference to our firm contained in the Prospectus Supplement under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
| Sincerely, |
|---|
| Latham & Watkins<br> LLP |