XML 28 R18.htm IDEA: XBRL DOCUMENT v3.21.2
Stockholders’ Equity
 9 Months Ended
Sep. 30, 2021
Equity [Abstract]  
Stockholders’ Equity

Note 12 – Stockholders’ Equity

 

Conversion of Series AA Preferred Stock

 

In January and February 2021, 9,807,367 shares of Series AA Preferred Stock converted into 19,614,734 shares of common stock. On March 1, 2021, we consummated an offer to exchange the remaining outstanding shares of Series AA Preferred Stock for two shares of our common stock per share of Series AA Preferred Stock (the “Exchange Offer”). As a result of the Exchange Offer, 13,412,246 shares of Series AA Preferred Stock, representing 100% of the outstanding shares of Series AA Preferred Stock, were exchanged for 26,824,492 shares of our common stock.

 

At-the-Market Sales Agreement

 

As disclosed in Note 2, on August 13, 2021, the Company entered into the “Sales Agreement” with Evercore Group L.L.C., Needham & Company, LLC and Oppenheimer & Co. Inc., as sales agents (each, a “manager” and together, the “managers”), under which the Company may, from time to 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”).

 

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 sale of common stock at a commission rate of up to 3% of the gross sales price of the shares of the Company’s common stock sold through them pursuant to the Sales Agreement. The Company is not obligated to, 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.

 

 

fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 

During the nine months ended September 30, 2021, the Company received net proceeds of approximately $70.0 million (after deducting $1.9 million in commissions and expenses) from sales of 2,412,968 shares of its common stock, at a weighted average gross sales price of $29.77 per share pursuant to the Sales Agreement.

 

Issuance of treasury stock

 

On February 26, 2021, the Company issued 623,068 shares of its common stock in connection with the Vigtory Acquisition.

 

Stock-based compensation

 

During the three and nine months ended September 30, 2021 and 2020 the Company recognized stock-based compensation expense as follows:

Schedule of Recognized Stock-Based Compensation Expense

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2021   2020   2021   2020 
Subscriber related  $13   $12   $43   $19 
Sales and marketing   821    1,010    2,324    1,635 
Technology and development   1,535    2,303    12,156    3,498 
General and administrative   10,298    2,980    31,949    18,929 
   $12,667   $6,305   $46,472   $24,081 

 

Options

 

The Company provides stock-based compensation to employees, directors, and consultants under the Company’s 2020 Equity Incentive Plan. The fair value of each stock option grant is estimated on the 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 publicly-traded set of peer companies with consideration of the volatility of its own traded stock price. The risk-free interest rate is determined by referencing the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends 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.

 

During the nine months ended September 30, 2021, the Board of Directors approved a modification to stock option grants to two employees who terminated from the Company. The modifications accelerated the vesting of unvested stock options as of the termination date and provided the option holders with an additional three months post-termination to exercise their stock options. The modifications resulted in incremental stock-based compensation expense of $7.9 million during the nine months ended September 30, 2021.

 

A summary of stock option activity for the nine months ended September 30, 2021, is as follows (in thousands, except share and per share amounts):

 

fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 

   Number of Shares   Weighted Average
Exercise Price		   Total Intrinsic Value   Weighted Average Remaining Contractual Life
 (in years)		 
Outstanding as of December 31, 2020   13,450,565   $5.45   $303,036    8.1 
Granted   220,099   $21.52           
Exercised   (1,798,817)  $1.42           
Forfeited or expired   (193,539)  $7.27           
Outstanding as of September 30, 2021   11,678,308   $6.34   $206,431    7.6 
                     
Options vested and exercisable as of September 30, 2021   6,263,429   $4.42   $122,474    6.9 

  

The outstanding stock options as of December 31, 2020 were adjusted from the previously reported amount in the Annual Report to exclude certain option grants subject to discretionary performance conditions, for which a grant date had not occurred as of December 31, 2020.

 

As of September 30, 2021, the unrecognized stock-based compensation expense related to unvested options was approximately $31.1 million to be recognized over a period of 2.4 years.

 

Non-employees

 

During the nine months ended September 30, 2020, the Company granted options to purchase 280,000 shares of the Company’s common stock at an exercise price of $7.20 per share. These options have a fair value of $1,031,000, a five-year term and expires on December 21, 2024. These options were immediately vested as of the grant date. During the nine months ended September 30, 2021, 280,000 options were exercised in exchange for 222,962 shares of the Company’s common stock. These options are not included in the table above.

 

As part of the Merger, the Company also assumed 343,047 options granted to non-employees with a weighted average exercise price of $0.23 (included in table above). Stock-based compensation expense related to unvested non-employee options was immaterial for the nine months ended September 30, 2020.

 

Other than the options assumed as described above, there were no options granted to non-employees during the nine months ended September 30, 2021.

 

Market and Service Condition Based Stock Options

 

A summary of activity under the Plan for market and service-based stock options for the nine months ended September 30, 2021 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
(in years)		 
Outstanding as of December 31, 2020   3,078,297   $9.69   $56,351    6.3 
Granted   1,375,000   $19.59           
Outstanding as of September 30, 2021   4,453,297   $12.75   $49,923    5.9 
                     
Options vested and exercisable as of September 30, 2021   3,078,297   $9.69   $43,914    5.6 

 

 

 

fuboTV Inc.

Notes to the Condensed Consolidated Financial Statements
(Unaudited)

 

Restricted Stock Units

 

A summary of the Company’s restricted stock unit activity during the nine months ended September 30, 2021 is as follows:

 

   Number of Shares   Weighted Average Grant-Date
Fair Value		 
Unvested at January 1, 2021   85,000   $25.26 
Granted   1,308,088   $30.94 
Vested   (61,708)  $33.04 
Unvested at September 30, 2021   1,331,380   $30.48 

 

During the nine months ended September 30, 2021, the Company issued 51,216 shares of common stock to members its Board of Directors and employees in settlement of an equal number of fully vested restricted stock units.

 

As of September 30, 2021, the unrecognized stock-based compensation related to restricted stock units totaled $35.0 million, had an aggregate intrinsic value of approximately $32.1 million, and a weighted average remaining contractual term of 3.2 years.

 

Warrants

 

A summary of the Company’s outstanding warrants as of September 30, 2021, are presented below (in thousands, except share and per share amounts):

 

   Number of Warrants   Weighted Average
Exercise Price		   Total Intrinsic Value   Weighted Average Remaining Contractual Life
(in years)		 
Outstanding as of December 31, 2020   2,535,528   $8.22   $50,560    1.0 
Exercised   (1,642,262)  $7.86   $-    - 
Outstanding as of September 30, 2021   893,266   $8.87   $13,877    0.3 
                     
Warrants exercisable as of September 30, 2021   893,266   $8.87   $13,877    0.3 

 

During the nine months ended September 30, 2021, the Company issued 1,353,250 shares of its common stock in connection with the exercise of 1,642,262 warrants.