POSITION SUMMARY

Umoja Biopharma is seeking an experienced and strategic Corporate Securities Counsel to serve as the Company’s lead securities and corporate governance legal specialist, partnering with and supporting the Chief Legal Officer in IPO readiness, capital markets, SEC reporting, disclosure controls, public company compliance activities, and corporate governance matters.

Reporting to the Chief Legal Officer, this role will be responsible for leading execution of the Company’s securities law and public company readiness workstreams under the CLO’s strategic direction, including preparation for a potential transition from a private company to a publicly traded company and ongoing public company legal and governance requirements thereafter.

The ideal candidate combines deep expertise in corporate law, securities regulation, capital markets transactions, governance, disclosure controls, investor relations support, executive compensation matters, and board governance. This individual will work closely with the Chief Legal Officer, CEO, CFO, VP HR, Board of Directors, executive leadership team, external counsel, auditors, investment bankers, and regulators to ensure the Company meets its legal, fiduciary, disclosure, and compliance obligations before, during, and after becoming a public company.

This position requires a highly business-oriented legal professional capable of exercising sound judgment, providing practical advice, and operating effectively in a fast-paced, growth-stage biotechnology environment. The role will have appropriate access to executive leadership and the Board on securities, disclosure, and governance matters, in coordination with and under the strategic direction of the Chief Legal Officer.

REPORTING RELATIONSHIP AND ROLE MODEL

• Reports directly to the Chief Legal Officer.
• Serves as the Company’s primary securities law and SEC reporting subject matter expert.
• Supports the Chief Legal Officer as the Company’s senior legal officer and primary legal advisor to executive leadership and the Board.
• Provides direct advice, presentations, and recommendations to executive leadership, the Board, and Board committees on securities, disclosure, and governance matters, in coordination with the Chief Legal Officer.
• Partners with outside counsel, auditors, investment bankers, and internal stakeholders to execute IPO readiness, public company compliance, and governance workstreams.

CORE ACCOUNTABILITIES
Specific responsibilities include:  

IPO Readiness and Public Company Preparation

• Lead execution of legal workstreams associated with IPO readiness and execution under the strategic direction of the Chief Legal Officer.
• Serve as legal advisor and subject matter expert regarding securities laws and capital markets transactions.
• Coordinate preparation and filing of Form S-1 Registration Statements, Registration Rights Agreements, Underwriting Agreements, Lock-Up Agreements, Investor disclosures, Prospectus materials
• Develop public company governance structures and compliance frameworks in partnership with the Chief Legal Officer and executive leadership.
• Establish and maintain disclosure controls and procedures in coordination with Finance, Investor Relations, external counsel, and other stakeholders.
• Evaluate legal risks associated with public market transactions.
• Assist the Chief Legal Officer in advising executive leadership and the Board regarding fiduciary obligations during IPO preparation.
• Support due diligence activities associated with capital raises, financing transactions, strategic partnerships, and M&A opportunities.
• Lead legal execution of public financing transactions, including follow-on offerings, PIPE transactions, ATM programs, convertible debt offerings, private placements, in coordination with the Chief Legal Officer.

SEC Reporting and Securities Compliance

• Serve as the Company's primary securities law subject matter expert for ongoing securities law compliance and SEC reporting.
• Oversee preparation, review, and filing of Form 10-K, Form 10-Q, Form 8-K, Proxy Statements, Registration Statements, Form S-8, Section 16 filings, Schedule 13D and 13G monitoring, Form SD and other specialized disclosure requirements as applicable.
• Monitor securities law, SEC, and stock exchange developments and advise the Chief Legal Officer and management on potential impact and recommended actions.
• Coordinate with Finance, Investor Relations, HR, external counsel, auditors, and other advisors to ensure accurate, timely, and compliant disclosures.

Disclosure Governance

• Lead quarterly disclosure committee processes in coordination with the Chief Legal Officer, CFO, Finance, Investor Relations, and other functional stakeholders.
• Review earnings releases, public disclosures, investor presentations, analyst communications, and other external communications for legal and disclosure compliance.
• Advise management regarding materiality determinations and disclosure obligations, escalating significant matters to the Chief Legal Officer as appropriate.
• Develop, maintain and improve disclosure controls and procedures.
• Ensure compliance with Regulation FD and support earnings preparation and public communications.

Corporate Governance

• Support the Chief Legal Officer in advising the Board of Directors and Board Committees on governance, fiduciary duty, securities law, and public company compliance matters.
• Prepare and review Board and Committee materials in partnership with the Chief Legal Officer and executive leadership.
• Support annual Board and committee assessments.
• Assist the Chief Legal Officer in advising directors and officers regarding fiduciary duties and governance responsibilities.
• Ensure compliance with Nasdaq listing requirements.
• Manage annual shareholder meeting processes and support shareholder engagement activities.
• Draft and maintain: corporate governance guidelines, committee charters, corporate policies, insider trading policies, codes of business conduct & ethics
• Administer insider trading compliance programs, including trading windows, blackout periods, Rule 10b5-1 plans, and Section 16 reporting

The successful candidate will have:

• Juris Doctor (J.D.) from an accredited law school.
• Active membership in good standing with at least one U.S. state bar.
• 10+ years of progressively responsible corporate and securities law experience.
• Significant law firm and/or in-house public company experience.
• Direct experience leading or substantially supporting one or more IPOs.
• Deep SEC reporting and compliance experience.
• Experience advising Boards of Directors and executive leadership teams on securities, disclosure, governance, and public company compliance matters.
• Experience supporting Nasdaq and/or NYSE listed companies.
• Strong analytical skills and attention to detail, with the ability to interpret complex legal and regulatory requirements and apply them to business operations.
• Biotechnology, pharmaceutical, healthcare, or life sciences industry experience strongly preferred.

Physical Requirements:  

• Ability to work onsite at our corporate office a minimum of two days per week
• Ability to do typical desk work in an office environment
• Ability to present complex concepts to executives and board members
• Ability to travel on occasion as needed 

Salary Range: $297,500 - $367,500