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Stockholder's Equity
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Stockholder's Equity Stockholder's Equity
Common Stock Outstanding
As of December 31, 2024, there were 125,449,558 shares of our common stock outstanding.
We entered into an at-the-market Sales Agreement with Cowen and Company, LLC (“Cowen”) on August 6, 2020 and an amendment to such agreement on August 3, 2023 (the sales agreement as amended, the “ATM
Agreement”). Under the ATM Agreement, we may offer and sell from time to time, at our sole discretion, shares of our common stock having an aggregate offering price of up to $120.0 million through Cowen as our sales agent. We agreed to pay Cowen a commission of up to 3% of the gross sales proceeds of any common stock sold through Cowen under the ATM Agreement. As of December 31, 2024, we had approximately $120.0 million remaining under the ATM Agreement.
Share Repurchase Program
In November 2024, our Board of Directors authorized a share repurchase program (the “Program”) allowing us to repurchase up to $200.0 million of our common stock. On November 8, 2024, we entered into an accelerated share repurchase agreement (the "ASR Agreement") with Goldman Sachs & Co. LLC ("Goldman") to repurchase an aggregate amount of $100.0 million of our common stock. Under the ASR agreement, we made an aggregate upfront payment of $100.0 million to Goldman and received an aggregate initial delivery of 6,149,116 shares of our common stock on November 12, 2024, representing approximately 80% of the total shares that would be repurchased under the ASR Agreement measured based on the closing price of our common stock on November 8, 2024.
The final number of shares that we ultimately repurchased pursuant to the ASR Agreement will be based on the average of the daily volume-weighted average ("VWAP") price per share of our common stock during the repurchase period, subject to adjustments pursuant to the terms and conditions of the ASR Agreement. The accelerated share repurchase terminated in February 2025. As of December 31, 2024, $100.0 million remained available for future repurchases under the Program.
Shares of our common stock repurchased under the ASR Agreement are immediately retired upon receipt and returned to authorized and unissued status. Repurchased common stock is reflected as a reduction of stockholders’ equity. Any excess of cost over par value is charged to additional paid-in capital to the extent that a balance is present. Once additional paid-in capital is fully depleted, any remaining excess of cost over par value is charged to accumulated deficit.
Warrants
During the year ended December 31, 2022, all of the 1,882,600 outstanding warrants as of December 31, 2021 were exercised or expired, resulting in cash proceeds totaling $8.5 million. For the year ended December 31, 2022, we recognized the decrease in the estimated fair value of warrant liability of $1.8 million as income in other income (expense) in our consolidated statements of operations.