Reporting To: Chief Financial Officer

Qualified candidates should email resume / CV to Recruiting@Nodthera.com

The Company

NodThera is a clinical-stage biotechnology company pioneering a paradigm shift in the treatment of chronic inflammatory diseases. Our focus is on developing a new class of potent, highly selective, and brain-penetrant NLRP3 inflammasome inhibitors. We have three therapeutic areas of focus- cardiometabolism, neuroinflammation, and peripheral inflammation. Of these, cardiometabolism is of highest priority as we advance rapidly through phase 2 into phase 3.

Our lead molecule, ruvonoflast, is on track to report a large Phase 2 study in July this year. We plan to enter a single, large, pivotal Phase 3 study with ruvonoflast in early 2027 that will result in a readout in early 2028, and lead to the first launch for an NLRP3i in the cardiometabolic space in early 2029.

Unlike traditional approaches that block individual downstream cytokines, NodThera’s small molecules address the upstream catalyst of inflammation. With our lead candidate, NT-0796, we are uniquely positioned to address the “missing link” in cardiometabolic health: hypothalamic and systemic inflammation. Our recent data demonstrates that by reducing inflammatory mediators like IL-6, IL-1, and IL-18 as well as biomarkers like hsCRP, we can deliver cardiovascular risk reduction with an oral medication with comparable efficacy to biologics.

To learn more about Nodthera see our website: https://www.nodthera.com/

Position Overview

As NodThera’s first General Counsel, you will establish and develop the legal function to support the Company’s objectives as it scales. You will serve as a strategic business partner to the CEO and to the NodThera executive leadership team. You will manage the legal function, with responsibility for all legal and compliance matters, including developing and executing legal strategies to support corporate goals, advising on M&A, licensing, complex regulatory frameworks, providing contracting and operational transactional support, managing compliance with capital raising and securities regulation, overseeing intellectual property protection, and collaborating with cross-functional teams to support the Company’s goals.

Key Responsibilities:

Legal Strategy

• Develop and execute a legal strategy that supports corporate goals, especially in business and corporate development, SEC, FDA, PTO and other regulatory matters relevant to a clinical stage biotech.
• Serve as a strategic advisor on all legal issues, including clinical trials, M&A, R&D partnerships, capital formation, intellectual property, and regulatory filings.
• Select, evaluate, and manage effective, timely and cost efficient outside legal counsel services and expert advisors as needed.

Corporate Governance and Disclosure Policies

• Responsible for corporate governance practices, public disclosures, investor communications and shareholder matters.
• As Board Secretary, responsible for Board governance, partnered with CEO on board planning, decision making, composition, and evolution.

Securities and Regulatory Compliance

• Ensure compliance with securities laws in connection with capital raising.
• Prepare the company for ’33 Securities Act and ’34 Exchange Act compliance in connection with a possible IPO or reverse merger.
• Advise on compliance efforts for industry-specific regulatory bodies, including the FDA and other global health authorities.Stay abreast of evolving legal and regulatory changes and provide counsel on their potential impact on our operations.
• Stay abreast of evolving legal and regulatory changes and provide counsel on their potential impact on our operations.
• Build the capacity and approach to compliance to oversee and enable the launch of ruvonoflast in the US and other countries.

Contracts and Transactional Support

• Draft, review, and negotiate a wide range of agreements, including non-disclosure agreements, consulting agreements, licensing transactions, research collaborations, clinical trial agreements, supplier agreements, commercial partnerships, and other vendor contracts.
• Provide legal oversight for corporate transactions, such as mergers, acquisitions, and strategic alliances.
• Support facilities requirements including corporate leasing arrangements and lab requirements.
• Collaborate with internal teams to facilitate key transactions, supporting the Company’s growth objectives while managing associated risks.
• Build and maintain a contracts database and management system.

Employment Matters

• Advise the company on all aspects of employment law including hiring, terminating and evaluating employees, performance plans, compliance requirements, as well as offer letters, restrictive covenant agreements, benefit plans and 401(k) administration.
• Collaborate with the HR function on the drafting and administration of company policies including a code of conduct and business ethics.
• Counsel the company on the equity plan including incentive stock options, non-qualified stock options, and restricted stock units.
• Design and implement an employee stock purchase plan.

Intellectual Property and Licensing

• Oversee and advise on the Company’s IP portfolio, including patents, trademarks, and trade secrets as well as IP licensing, collaboration agreements, and joint ventures, while ensuring protection of proprietary assets.

Litigation and Dispute Resolution

• Manage litigation and disputes.
• Develop dispute resolution strategies that protect the Company’s interests and support ongoing business activities.

Management of Outside Counsel

• Select, manage, leverage and evolve our network of legal partners, with sensitivity to efficiency, performance, and the needs of the company throughout its growth.

Qualifications

• J.D. from an accredited law school and admission to at least one state bar in the United States.
• A minimum of 20 years of corporate legal experience, including both extensive law firm training and in-house experience in roles of increasing responsibility representing biotechnology and/or pharmaceutical clients.
• Broad legal experience with corporate governance, securities laws, corporate transactions, M&A, licensing, commercial matters, compliance, intellectual property, and contracts.
• Outstanding executive leadership and management skills in all aspects of a legal and business environment, with proven ability to advise a successful and growing company.
• Experience taking a company public via reverse merger, SPAC or traditional IPO pathways.
• Comprehensive experience representing publicly traded companies and collaborating with internal and external accounting and legal teams on SEC and NASDAQ requirements.
• Experience advising a clinical stage company advance to commercial stage, including building out a robust compliance program and training the commercial organization compliance for launch preparedness.
• Demonstrated experience building a legal function for a growing biotechnology company.

Interpersonal Competencies & Success Factors

• Strategic thinker with industry insight, capable of navigating complex transactional, regulatory and IP landscapes.
• Exceptional interpersonal skills with the ability to communicate effectively in board relations, public company governance, and cross-functional initiatives, and with senior leadership, other professionals, and colleagues at all levels of an organization.
• Problem-solver who is much more than an issue-spotter and who embraces a “no but . . .” or “yes if . . .” approach to counseling. And who can establish that culture in the Law Department as it grows.
• Comfortable rolling up sleeves and wearing multiple hats and shifting focus as needed to support various Company priorities.
• Unquestioned ethics, integrity, credibility, and judgment and an unimpeachable values system.
• A positive and solutions-oriented leader who embraces challenges and has demonstrated a capacity for growth.
• Continuous learner who knows what they do not know and seeks input from others to inform their perspective.
• Resilient leader who is driven, high-energy, and capable of absorbing the stress and pressures that accompany the role.
• Possesses excellent intellect and is adaptive with well-developed “emotional intelligence.”