Sr. Corporate Securities Counsel

Company Overview:

ADARx Pharmaceuticals, Inc., (the "Company" or "ADARx") located in San Diego, is a clinical stage biotechnology company dedicated to transforming cutting-edge science into next-generation RNA therapeutics to treat a broad spectrum of diseases. Our goal is to control the expression of specific disease drivers with highly selective RNA targeted therapies, delivering life-changing treatments for patients with urgent unmet medical needs.

Role Description:

ADARx Pharmaceuticals is seeking an experienced, business-minded Sr. Corporate Securities Counsel to support the company's corporate governance, securities law compliance, strategic transactions, financing activities, and public company readiness. This role will partner closely with the Head of Legal, executive leadership, finance, investor relations, human resources, and external counsel to help ensure compliant, practical, and execution-oriented legal support for the company's growth strategy.

The ideal candidate combines sophisticated law firm training with biotechnology or life sciences experience and is comfortable working across SEC reporting, disclosure controls, board governance, capital markets, equity compensation, and strategic business development transactions.

Essential Responsibilities:

• Securities and Capital Markets

• Support Securities Act and Exchange Act compliance activities, including public company readiness workstreams.

• Prepare, review, and coordinate SEC filings, including registration statements, periodic reports, current reports, proxy statements, Section 16 filings, and equity plan registration statements.

• Manage insider trading compliance, blackout procedures, Rule 10b5-1 plans, pre-clearance processes, and related employee communications.

• Partner with finance and investor relations on disclosure review for earnings releases, investor presentations, analyst materials, press releases, and other external communications.

• Support equity compensation matters, including equity plan administration, grant approvals, disclosure requirements, and employee education.

• Corporate Governance

• Advise management and support the Board of Directors and committees on corporate governance matters, fiduciary duties, and governance best practices.

• Prepare and maintain board and committee materials, agendas, resolutions, minutes, written consents, policies, charters, and corporate records.

• Support annual shareholder meeting planning, D&O questionnaires, director and officer matters, and corporate secretarial functions.

• Monitor evolving SEC, Nasdaq, Delaware corporate law, and governance requirements and translate developments into practical company actions.

• Strategic Transactions

• Support business development and strategic transactions, including licensing and collaboration agreements, strategic alliances, equity investments, mergers and acquisitions, and other corporate transactions.

• Coordinate legal due diligence, disclosure schedules, closing deliverables, internal approvals, and post-closing integration or compliance obligations.

• Work with scientific, clinical, finance, business development, and executive teams to deliver practical legal advice aligned with transaction objectives.

• Public Company Readiness and Compliance

• Help build and maintain public company legal infrastructure, including disclosure controls, committee processes, officer and director compliance calendars, and governance policies.

• Provide trainings to executives, employees, and functional leaders on securities law, disclosure, insider trading, confidentiality, and public company expectations.

• Manage outside counsel efficiently, including budgeting, work allocation, and quality control.

Essential Physical Characteristics:

Reasonable accommodation(s) may be made to enable qualified individuals with disabilities to perform the essential functions of a job, on a case-by-case basis.

On-Site Protocol:

Physical presence at the ADARx Pharmaceuticals worksite is a necessary job function of this role, which the Company deems critical to collaboration, innovation, productivity, employee well-being and engagement, and it enhances the Company culture.

Qualifications:

• J.D. from an accredited law school and active membership in at least one U.S. state bar.
• 8 to 10 years of relevant corporate, securities, capital markets, M&A, or governance experience, preferably with a combination of law firm and in-house experience.
• Strong knowledge of the Securities Act of 1933, Securities Exchange Act of 1934, SEC reporting and disclosure requirements, corporate governance, and capital markets transactions.
• Experience advising public and private companies on transactional, governance, and disclosure matters.
• Excellent drafting, negotiation, project management, communication, and judgment skills.

Preferred Experience:

• Biotechnology, pharmaceutical, medical technology, or broader life sciences industry experience.
• Experience supporting an IPO, public company transition, or public company compliance program.
• Familiarity with Nasdaq-listed company requirements, Section 16, Rule 144, Regulation FD, Regulation S-K, Regulation S-X, and equity compensation disclosure.
• Experience with licensing, collaboration, clinical development, or business development transactions in the life sciences sector.
• Comfort operating in a fast-paced, pre-commercial or clinical-stage biotechnology environment.

Core Competencies:

Excellent judgment

Practical, calibrated legal advice for senior leadership and directors.

Securities expertise

Strong command of SEC, Nasdaq, disclosure, and governance requirements.

Transaction fluency

Ability to support M&A, collaborations, licenses, financings, and diligence.

Business partnership

Collaborative style with finance, BD, clinical, HR, IR, and external counsel.

Ownership mindset

Can drive projects from issue spotting through execution and follow-through.

Clear communication

Concise drafting, crisp escalation, and strong cross-functional training skills.

Compensation:

• This is a full-time position, Monday-Friday, occasional overtime.
• Pay is commensurate with experience.
• Equity-based compensation
• Performance-based bonuses
• 401(k) with Company Match
• Medical, Dental, Vision
• Flexible Spending Account
• Life Insurance
• Employee Assistance Program
• Employee Discounts
• Gym Membership
• Paid Vacation
• Paid Holidays
• Paid Sick, Jury Duty, Bereavement

Work Authorization:

• United States (Required)
• Background Check
• As a condition of employment, you must successfully complete all post-offer, pre-employment requirements, including but not limited to a background check.

ADARx Pharmaceuticals is an EEO employer committed to an exciting, diverse, and enriching work environment. We prohibit discrimination and harassment of any kind based on race, color, sex, religion, sexual orientation, national origin, disability, genetic information, pregnancy, or any other protected characteristic as outlined by federal, state, or local laws.

Disclosure Statement:

• The above statements are intended to describe the general nature and level of work being performed by employees assigned to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required of employees assigned to this position.
• Any data processed in connection with role applications will be treated in accordance with applicable data privacy policies and regulations.
• The range provided is based on what we believe is a reasonable estimate for the base salary pay range for this job at the time of posting. This role is eligible for an annual target bonus and annual equity awards. Some roles may also be eligible for overtime pay, in accordance with federal and state requirements. Actual base salary pay will be based on a number of factors, including skills, competencies, type and length of experience within the industry, and other job-related factors permitted by law.
• Total Compensation includes base salary; benefits: medical, vision, and dental insurance; life insurance; 401(k) matching program; paid time off; paid holidays; Employee Assistance Program; and other employee benefits. This role may also be eligible for short-term or long-term incentive compensation, including but not limited to cash bonuses.
• Following a conditional offer of employment, satisfactory completion of a background check (including criminal records check) is required prior to beginning employment. Any offer of employment may be rescinded if the background check reveals disqualifying information, and/or it is discovered that the candidate knowingly withheld or falsified information. Failure to satisfactorily complete the background check may affect the continued employment of a current NAI employee who was conditionally offered the position.