General Counsel

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, Founders

X, IAG, Starbloom) late clinical stage company translating scientific findings from MIT into therapeutic approaches for brain health, including Alzheimer's 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 therapy's strong safety profile and a notable preservation of cognition and function in patients with mild-to-moderate Alzheimer's.

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 company's 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 function-providing strategic counsel across all areas of the enterprise while building the legal infrastructure required for Cognito's 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 Cognito's mission.

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 company's 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 governance for our scientific, 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 Cognito's use of AI-driven therapeutic intelligence and decision-support systems.

* Build longitudinal cognitive data governance systems-including data classification, retention, access controls, and secondary use policies-commensurate with the sensitivity of brain health data.

* Create…