As filed with the Securities and Exchange Commission on October 5, 2020 Registration No. 333-243876 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 fuboTV Inc. (Exact name of Registrant as specified in its charter) Florida 4841 26-4330545 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) fuboTV Inc. 1330 Avenue of the Americas New York, NY 10019 (212) 672-0055 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) David Gandler Chief Executive Officer fuboTV Inc. 1330 Avenue of the Americas New York, NY 10019 (212) 672-0055 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Robert G. Day, Esq. Simone Nardi Richard C. Segal, Esq. Megan J. Baier, Esq. Chief Financial Officer Eric Blanchard, Esq. Mark G.C. Bass, Esq. Wilson Sonsini Goodrich & Rosati, Gina Sheldon, Esq. Divakar Gupta, Esq. Professional Corporation General Counsel Cooley LLP 1301 Avenue of the Americas fuboTV Inc. 500 Boylston Street New York, NY 10019 (212) 999-5800 1330 Avenue of the Americas Boston, MA 02116 New York, NY 10019 (617) 937-2300 (212) 672-0055 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [X] Emerging growth company [ ] CALCULATION OF REGISTRATION FEE Proposed Proposed Amount Maximum Maximum Title of each Class of to be Offering Price Aggregate Amount of Securities to be Registered Registered(1) per Share(2) Offering Price(2) Registration Fee(3) Common Stock $0.0001 par value per share 17,250,000 $ 11.00 $ 189,750,000 $ 24,630 (1) Includes the additional shares that the underwriters have the option to purchase from the Registrant. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) The Registrant previously paid $12,980 in connection with the initial filing of the Registration Statement. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUS (Subject to completion) Dated October 5, 2020 15,000,000 shares of Common Stock We are offering 15,000,000 shares of common stock. Our common stock has a history of trading on the OTCQB Venture Market under the symbol “FUBO.” Based on information available to us, the low and high sales price per share of our common stock for such transactions for the period from April 1, 2020 through September 25, 2020 was $6.97 and $18.10, respectively. The volume weighted average price per share for the period from April 1, 2020 through September 25, 2020 was $10.52. On September 25, 2020, the last reported sale price of our common stock was $9.35 per share. We anticipate that the price of our common stock in this offering will be between $9.00 and $11.00 per share. Our common stock has been approved for listing on the New York Stock Exchange, conditional upon the successful pricing of this offering, under the symbol “FUBO.” We have two classes of authorized capital stock: common stock and Series AA convertible preferred stock. We refer to the Series AA convertible preferred stock as the Series AA Preferred Stock. We previously had a class of Series D convertible preferred stock, of which we redeemed the remaining outstanding shares on September 2, 2020. Any references to previously outstanding shares of our Series D convertible preferred stock are referred to as the Series D Preferred Stock. The rights of the holders of common stock and Series AA Preferred Stock are identical, except for voting and conversion rights. Each share of common stock is entitled to one vote. Each share of Series AA Preferred Stock is entitled to 0.8 votes and is convertible into two (2) shares of common stock following the sale of such share of Series AA Preferred Stock on an arms’-length basis either pursuant to Rule 144 under the Securities Act of 1933, as amended (referred to as the Securities Act), or pursuant to an effective registration statement under the Securities Act, provided that such sale is conditioned on the applicable holder of Series AA Preferred Stock executing and delivering to us documentation reasonably requested by us in connection therewith and as is reasonably necessary to effectuate such transfer. Following this offering, outstanding shares of Series AA Preferred Stock will represent approximately 28.9% of the voting power of our outstanding capital stock, and outstanding shares of common stock will represent approximately 71.1% of the voting power of our outstanding capital stock, assuming, in each case, no exercise by the underwriters of their option to purchase additional shares. We are a “smaller reporting company” as defined under the federal securities laws and, as such, we may continue to elect to comply with certain reduced public company reporting requirements in future reports. Certain implications of being a “smaller reporting company” are described on page 4 of this prospectus. Investing in our common stock involves a high degree of risk. These risks are described under the caption “Risk Factors” that begins on page 10 of this prospectus. Neither the United States Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the common stock that may be offered under this prospectus, nor have any of these regulatory authorities determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Per Share Total Public offering price $ $ Underwriting discounts and commissions (1) $ $ Proceeds, before expenses, to us $ $ (1) See “Underwriting” for a description of all compensation payable to underwriters. We have granted the underwriters the option to purchase up to an additional 2,250,000 shares of common stock in the aggregate at the public offering price, less the underwriting discount. One or more funds affiliated with Dragoneer Investment Group, llC have indicated an interest in purchasing an aggregate of up to $50 million in shares of our common stock in this offering at the initial public offering price. Because this indication of interest is not a binding agreement or commitment to purchase, one or more funds affiliated with Dragoneer Investment Group, llC could determine to purchase more, less or no shares in this offering or the underwriters could determine to sell more, less or no shares to one or more funds affiliated with Dragoneer Investment Group, llC. The underwriters will receive the same discount on any of our shares of common stock purchased by one or more funds affiliated with Dragoneer Investment Group, llC as they will from any other shares of common stock sold to the public in this offering. The underwriters expect to deliver the shares against payment therefor to purchasers on or about , 2020 through the book-entry facilities of The Depository Trust Company. Evercore ISI BMO Capital Markets Needham & Company Oppenheimer & Co. Roth Capital Partners Wedbush Securities Prospectus dated , 2020. TABLE OF CONTENTS Page GlOSSARY OF KEY METRICS