Corporate Counsel 

Factorial Energy is seeking a Corporate Counsel to join our small, agile legal team. This role will be primarily responsible for supporting public company compliance, securities law, and corporate governance functions, while also assisting with commercial contracting and general corporate legal needs. • Assist in the preparation and filing of SEC reports and disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, Section 16 reports, and registration statements. • Support the Company’s disclosure controls and procedures, including coordination of disclosure committee processes and CEO/CFO certifications. • Monitor compliance with Regulation FD, insider trading policies, and Section 16 obligations. • Partner with Finance, Investor Relations, and Communications teams on external disclosures such as earnings releases and investor presentations. • Support the Board of Directors and its committees, including preparation of meeting materials, agendas, resolutions, and minutes. • Ensure compliance with Delaware corporate law, the Company’s Certificate of Incorporation and Bylaws, and stock exchange listing standards. • Assist with annual governance calendars, director onboarding, and governance policy development. • Provide legal support for the administration of equity incentive plans, employee stock purchase plans, and related disclosures. • Assist in preparation of executive compensation disclosures in proxy statements. • Draft, review, and negotiate a wide range of commercial contracts, including NDAs, supply, licensing, joint development, and service agreements. • Provide day-to-day legal support to internal business teams, balancing risk management with business objectives. • Support compliance initiatives in areas such as export control, data privacy, and employment matters as needed. • Track and analyze developments in securities regulation, stock exchange rules, and corporate governance practices. • Assist with internal investigations, whistleblower matters, and compliance training.

• J.D. and admission to a U.S. state bar in good standing. Must be admitted, or be eligible for admission, to the Massachusetts bar or registration as in-house counsel in Massachusetts. • 4–7 years of legal experience, including significant exposure to securities law and corporate governance (law firm and/or in-house experience at a public company preferred). • Experience drafting and negotiating commercial agreements. • Strong knowledge of the Securities Act, Exchange Act, Sarbanes-Oxley, Regulation FD, and stock exchange rules. • Strong organizational and project-management skills, with the ability to handle diverse matters in a fast-paced, international environment. • Business-oriented mindset, with the flexibility to shift between specialized compliance work and generalist tasks.

• Medical, dental, and vision insurance • Generous paid time off • 401(k) plan that includes employer matching funds • Education assistance plan • Life insurance and disability coverage Salary: $200,000 – $220,000 Annual Base + Equity