General Counsel

Cognito Therapeutics Inc.

Location: Cambridge MA or remote USA Full-time - Executive Leadership

Company Description

Cognito Therapeutics Inc. is a venture-backed (Morningside Ventures FoundersX IAG Starbloom) late clinical stage company translating scientific findings from MIT into therapeutic approaches for brain health including Alzheimers disease and other neurodegenerative conditions. We were awarded a Breakthrough designation by the FDA in December 2020 based upon our feasibility data that showed our therapys strong safety profile and a notable preservation of cognition and function in patients with mild-to-moderate Alzheimers. We completed enrollment in our pivotal study HOPE in June 2025 and expect to release topline data from the trial in summer 2026. We are a fast-moving highly motivated team of innovators with the ambitious goal of helping millions of patients and caregivers around the world who are impacted by neurodegenerative conditions. With our patented brain stimulation technology we are committed to developing convenient safe and effective neuroprotective therapies to improve brain health and well-being for all.

About the Job

The General Counsel will serve as the companys senior-most legal executive and a member of the executive leadership team. Reporting directly to the CEO and working closely with the Board of Directors the General Counsel will own the full legal compliance governance and ethics functionproviding strategic counsel across all areas of the enterprise while building the legal infrastructure required for Cognitos continued growth IPO readiness and long-term platform leadership.

This is a rare opportunity to shape not just legal strategy but the ethical and governance foundations of a company defining a new category in brain health. The General Counsel will be a decisive business-oriented leader capable of operating with high autonomy exercising sound judgment in ambiguous and high-stakes environments and building scalable systems that protect and advance Cognitosmission.

Key Responsibilities

Corporate Governance & Securities

• Lead all Board governance matters including preparation and review of Board and committee materials resolutions and corporate minutes.
• Own corporate structuring subsidiary management and capitalization strategy.
• Partner with the CEO and CFO on fundraising investor relations and IPO readiness including SEC reporting infrastructure and public-company compliance frameworks.
• Serve as the primary legal interface for the Board investors and external governance stakeholders.

Commercial & Strategic Transactions

• Lead negotiation and execution of complex commercial agreements including strategic partnerships licensing distribution vendor and enterprise customer contracts.
• Advise on risk allocation indemnification structures and contractual compliance aligned with business objectives.
• Drive legal strategy for M&A collaboration and licensing activity including due diligence deal structuring and integration.
• Build and manage a contract management system and scalable commercial legal infrastructure.

Regulatory & Compliance

• Provide executive-level legal leadership within a regulated medical device environment partnering with Regulatory Quality Clinical and Commercial functions.
• Advise on FDA regulatory strategy healthcare compliance fraud and abuse considerations and promotional review processes.
• Develop and maintain a robust corporate compliance program including policies training and monitoring frameworks.
• Partner with regulatory counsel and external advisors to strengthen regulatory frameworks supporting device approval label expansion and international market access.

IP Strategy & Platform Defensibility

• Own and develop the companys intellectual property strategy including patent portfolio expansion freedom-to-operate analysis and competitive IP positioning.
• Partner with Patent Counsel and R&D leadership to protect core scientific technological and data innovations.
• Build enterprise-level strategic protections that support long-term platform defensibility across scientific technological and commercial dimensions.
• Identify and mitigate IP risks arising from partnerships licensing and competitive activity.

Neuroethics & AI Governance

• The General Counsel will lead the development of governancefor ourscientific regulatory ethical and data infrastructure.
• Establish and chair a neuroethics governance framework including oversight structures advisory expertise and operating principles for responsible cognitive monitoring.
• Develop AI explainability and transparency standards governing Cognitos use of AI-driven therapeutic intelligence and decision-support systems.
• Build longitudinal cognitive data governance systemsincluding data classification retention access controls and secondary use policiescommensurate with the sensitivity of brain health data.
• Create patient trust and consent architectures that meet the highest ethical standards and anticipate evolving regulatory expectations around neurotechnology and AI.
• Develop responsible AI operating principles and embed them across product clinical and commercial functions.
• Engage proactively with emerging regulatory frameworks standards bodies and policy stakeholders on neuroethics and AI governance.

Data Governance & Privacy

• Develop and implement an enterprise data governance infrastructure appropriate forcollecting and leveraging sensitive longitudinal brain health data.
• Oversee HIPAA GDPR CCPA and other applicable privacy compliance programs.
• Advise on data sharing research partnerships and secondary data use in alignment with ethical standards and patient consent architectures.
• Partner with Data Science Clinical and Product teams to ensure data governance frameworks scale with Company strategy and growth.

Legal Operations & Risk Management

• Build and lead a high-performing legal function including hiring developing and managing internal legal staff.
• Manage outside counsel relationships and legal budgets with rigor and strategic discipline.
• Develop scalable legal processes contract templates and knowledge management systems.
• Identify monitor and proactively mitigate enterprise risk across legal regulatory and ethical domains.
• Report to the Board and Audit Committee on material legal compliance and governance matters.

Qualifications

Experience

• D. from an accredited law school and active membership in at least one U.S. state bar.
• 15 years of relevant legal experience with a combination of top-tier law firm and in-house leadership experience.
• Demonstrated track record as General Counsel or Deputy/Associate General Counsel at a life sciences medical device or health technology company.
• Experience in healthcare medical device or other highly regulated environments is required; neurotechnology or digital health experience is a strong plus.
• Significant experience supporting venture-backed or high-growth companies; IPO public-company or capital markets experience is highly preferred.
• Demonstrated experience with IP strategy complex commercial transactions and advising CEO and Board-level stakeholders.
• Experience with or strong interest in emerging governance domains including AI ethics data privacy and neuroethics.

Skills & Capabilities

• Exceptional business judgment and the ability to provide decisive risk-calibrated counsel under uncertainty.
• Executive presence credibility and influence with Board members investors and senior leadership.
• Ability to think strategically about legal and governance matters as sources of competitive advantage not just risk mitigation.
• Strong drafting negotiation and communication skills across technical scientific and business audiences.
• Intellectual curiosity and comfort operating in emerging regulatory and ethical domains including AI governance and neuroethics.
• High integrity discretion and sound judgment in handling sensitive and confidential information.
• Ability to build and lead a team while remaining a hands-on contributor in a fast-paced resource-constrained environment.