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EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - ENDRA Life Sciences Inc. | end_ex231.htm |
EX-5.1 - OPINION ON LEGALITY - ENDRA Life Sciences Inc. | end_ex51.htm |
S-1/A - AMENDMENT NO. 2 - ENDRA Life Sciences Inc. | end_drs.htm |
Exhibit 14.1
ENDRA LIFE SCIENCES INC.
Code of Business Conduct and Ethics
INTRODUCTION
This
Code of Business Conduct and Ethics (the “Code”)
applies to all directors, officers, and employees of ENDRA Life
Sciences Inc. (the “Company”). The Company has issued
this Code to deter wrongdoing and to promote:
●
honest and ethical
conduct by everyone associated with the Company, including the
ethical handling of actual or apparent conflicts of
interest;
●
full, fair,
accurate, timely, and understandable disclosure in reports and
documents that the Company submits to the United States Securities
and Exchange Commission (the “SEC”) and in the
Company’s other public communications;
●
compliance with all
governmental laws, rules, and regulations (collectively,
“Applicable Laws”), including all federal and state
securities laws, rules and regulations (collectively,
“Securities Laws”);
●
the prompt internal
reporting of any violations of this Code to the appropriate person
at the Company; and
●
accountability for
adherence to the Code.
The
effectiveness of this Code depends in part on the cooperation of
all directors, officers, and employees in promptly disclosing to
the designated persons within the Company any conduct believed to
violate the standards described in this Code. The Company has
established procedures to ensure that you may report any suspected
violations anonymously. The Company expressly prohibits retaliation
of any kind against anyone who in good faith reports suspected
misconduct.
The
Company seeks to foster a culture of compliance with Applicable
Laws and the highest standards of business conduct. Everyone at the
Company shall promote this culture of compliance. Suspected
violations of this Code or Applicable Laws must be reported, and
the Company will take appropriate steps to investigate them
internally. Violators shall be subject to discipline, as deemed
appropriate by the Company in its sole discretion, including
immediate termination. This Code is neither a contract nor a
comprehensive manual that covers every situation you might
encounter. This Code creates no contractual rights. If you have any
questions about the provisions of this Code, or about how you
should conduct yourself in a particular situation, you should
consult your supervisor or department head, the Company’s
Chief Executive Officer, Chief Financial Officer, or Mark Busch of
K&L Gates LLP, the Company’s outside legal counsel, whose
contact information is set forth below under “Reporting and
Enforcement Mechanisms.”
STANDARDS OF CONDUCT
Conflicts of Interest and Corporate Opportunities
You
must ensure that any financial, business, or other activities in
which you are involved outside the workplace are free of conflicts
with your responsibilities to the Company. A “conflict of
interest” may occur when your private interest in any way
interferes – or even appears to interfere – with the
interests of the Company. A conflict situation can arise when a
person has interests that may impair the objective performance of
his or her duties to the Company. Conflicts of interest may also
arise when a person (or his or her family member) receives improper
personal benefits as a result of his or her position in the
Company.
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You
must disclose any matter that you believe might raise doubt
regarding your ability to act objectively and in the
Company’s best interest. The following is a non-exhaustive
list of examples of situations involving potential conflicts of
interest that should be disclosed:
●
any Company loan to
any employee, officer, or director, or Company guarantee of any
personal obligation;
●
employment by or
acting independently as a consultant to a Company competitor,
customer, or supplier;
●
directing Company
business to any entity in which an employee or close family member
has a substantial interest;
●
owning, or owning a
substantial interest in, any competitor, customer, or supplier of
the Company;
●
using Company
assets, intellectual property, or other resources for personal
gain; and
●
accepting anything
of more than nominal value – such as gifts, discounts, or
compensation – from an individual or entity that does or
seeks to do business with the Company, other than routine
entertainment and meals that are business related.
Directors
and officers shall disclose any actual or apparent conflict
situation to the Chief Executive Officer and to the Audit
Committee. Employees who are not officers shall disclose all such
situations of which they are aware to an appropriate supervisor or
department head, or to the Chief Executive Officer. All supervisors
and department heads who receive such reports must forward them
promptly to the Chief Executive Officer.
You owe
a duty to the Company to advance its legitimate interests. Thus you
may not (i) take for yourself corporate opportunities that are
discovered through the use of Company property, information or
position, without first offering such opportunities to the Company;
(ii) use corporate property, information, or position for personal
gain; or (iii) compete with the Company. Directors and officers of
the Company must adhere to their fundamental duties of good faith,
due care, and loyalty owed to all shareholders, and to act at all
times with the Company’s and its shareholders’ best
interests in mind. Any business arrangements or transactions with
the Company in which any directors or officers of the Company have
a direct or indirect material financial interest must be approved
in accordance with the Company’s Policy and Procedures with
Respect to Related Person Transactions.
Confidentiality
You
must maintain the confidentiality of business, technical, or other
information entrusted to you by the Company, its customers or
business partners, except when disclosure is authorized or legally
mandated. Confidential information includes all non-public
information that might be of use to competitors or harmful to the
Company, its customers or business partners if disclosed. This
obligation is in addition to the requirements of any
confidentiality agreement that you may have entered into with the
Company.
Fair Dealing
You
must act fairly, honestly, and in good faith in any dealings on
behalf of the Company with any of its customers, suppliers,
competitors, employees, and all others. You may not take unfair
advantage of anyone through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any
other unfair-dealing practice.
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Protection and Proper Use of Company Assets
You
must protect and seek to ensure the efficient use of Company
assets. You should protect against the improper disclosure, theft,
or misuse of the Company’s intellectual and physical
property. Unauthorized or improper disclosure, theft, or misuse of
any such Company property can result in disciplinary measures,
including termination. The Company’s assets, including e-mail
and all computer systems, should be used only for the
Company’s legitimate business purposes. The content of the
Company’s electronic communication infrastructure (e-mail,
voicemail, Internet access) is not protected by any right of
personal privacy, and the Company can access and monitor it at any
time without notice.
Compliance with Laws, Rules, and Regulations
The
Company is committed to compliance with Applicable Laws. The
Company also maintains policies regarding such matters as insider
trading that can be
obtained from the Company’s Chief Financial
Officer.
Each
and every director, officer, and employee must comply with
Applicable Laws. Questions or concerns about compliance issues
should be raised by any of the means indicated under
“Reporting and Enforcement Mechanisms”
below.
Compliance with Antitrust and Competition Laws
The
Company believes that the welfare of consumers is best served by
economic competition. The Company policy is to compete vigorously,
aggressively and successfully in today’s increasingly
competitive business climate and to do so at all times in
compliance with all applicable antitrust and unfair or deceptive
trade practices laws in all the markets in which the Company
operates. The Company seeks to excel while operating honestly and
ethically, never through taking unfair advantage of
others.
The
antitrust laws of many jurisdictions are designed to preserve a
competitive economy and promote fair and vigorous competition. The
Company is required to comply with these laws and regulations and
the Company is firmly committed to the philosophy underlying those
laws. While the antitrust laws clearly prohibit most agreements to
fix prices, divide markets, and boycott, they also proscribe
conduct that is found to restrain competition unreasonably. This
can include, depending on the facts and circumstances involved,
certain attempts to tie or bundle services together, certain
exclusionary activities and certain agreements that have the effect
of harming a competitor or unlawfully raising prices. Employees
involved in marketing, sales and purchasing, contracts or in
discussions with competitors have a particular responsibility to
ensure that they understand the Company’s standards and are
familiar with applicable competition laws. Because these laws are
complex and can vary from one jurisdiction to another, employees
should seek advice from Company’s Chief Executive Officer or
consult the Company’s legal counsel when questions
arise.
Dealing with Government Employees
Directors,
officers and employees of the Company must respect the laws and
regulations that affect government employees in any dealings with
them. In dealing with U.S. government employees or U.S. state
government employees, this means not providing or offering to
provide anything of value—even normal business courtesies
such as paying for lunch. Directors, officers and employees must
always be honest when dealing with government employees. This means
not guessing or speculating if asked a question. No director,
officer or employee will make any false certification to a
government employee. The Company’s Chief Executive Officer
will be consulted prior to offering employment to anyone who is a
government employee.
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Payments to Government Officials
No
payment shall be made by the Company to any government official for
the purpose of influencing any of the official’s acts or
decisions, or inducing the official to use personal influence to
affect any governmental act or decision. “Payment”
means a transfer of money, a gift, or an offer or promise to give
anything of value, whether made directly or indirectly, through
trade associations, agents, consultants, or others.
“Government Official” includes an officer or employee
or any person acting for or on behalf of a government or a
government unit.
U.S. Foreign Corrupt Practices Act
Many
countries have laws that prohibit the payment of bribes to
government officials. The U.S. Foreign Corrupt Practices Act
(“FCPA”) also prohibits the Company from making
payments to officials of governments outside the U.S. for the
purpose of obtaining favorable government action or keeping
government business. Specifically, this law prohibits the Company
from directly or indirectly offering, promising to pay, or paying
money or anything of value to government officials for the purpose
of:
●influencing
the acts or decisions of the official;
●
inducing the official to act or failing to act in violation of his
or her duties; and
●
inducing the official to use his or her influence to assist in
obtaining or retaining business for or directing business to any
person.
The law
also prohibits using intermediaries (for example, foreign
affiliates, agents, and consultants) to channel payments to
government officials for the same purposes. This law applies to the
Company and all employees and agents of the Company, regardless of
their residence or nationality. The Company expects our employees
to refuse to make questionable payments. Furthermore, employees are
not to engage in any lobbying activity that may be construed as
being on behalf of or in connection with the Company. Any proposed
payment or gift to a government official or lobbying activity that
may be construed as being on behalf of or in connection with the
Company must be reviewed and approved in advance by calling the
Company’s legal counsel. Employees should be aware that they
do not actually have to make the payment to violate the
Company’s policy or the law, as merely offering, promising or
authorizing it is sufficient.
Compliance with Securities Laws
The
primary objective of the Securities Laws is to ensure that the
public has accurate and complete information on which to base
investment decisions. In furtherance of the commitment of the
Company to furnish full, fair, accurate, timely and understandable
disclosure in accordance with the Securities Laws, the Company has
adopted Disclosure Controls and Procedures which incorporate the
Company’s policies and procedures concerning internal
financial controls. All employees are required to strictly adhere
to these policies and procedures. If you obtain information causing
you to believe that the Company’s books or records are not
being maintained, or that its financial condition or results of
operations are not being disclosed, in accordance with these
controls and procedures, you must report the matter directly as
required by the Company’s Whistleblower Policy.
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In
order to comply with its public disclosure obligations, the Company
limits to a select group of executives the responsibility of
dealing with investors and securities analysts. Any inquiries from
investors, potential investors or analysts should be promptly
referred to the Company’s Chief Executive
Officer.
To
promote compliance with applicable securities trading laws, the
Company has adopted an Insider Trading Policy, which applies to all
of the Company’s directors, officers, employees, consultants
and contractors and governs transactions involving the
Company’s securities.
Health and Safety
The
Company is committed to providing safe and healthful working
conditions for its employees, contractors, and visitors. The
Company will conduct all operations and activities in a manner that
protects human health and the quality of life. The Company
recognizes that the responsibilities for safe and healthful working
conditions are shared in the following ways:
1. The
Company will establish and implement health and safety programs and
policies and provide the safeguards required to ensure safe and
healthful conditions;
2.
Supervisors and managers will create an environment where employees
have genuine concern for safety and all operations are performed
with the utmost regard for the safety and health of all personnel
involved; and
3. All
employees are expected to conduct their work in a safe manner and
comply with all health and safety programs, policies, procedures,
and laws.
No
employee may bring a firearm, weapon or explosive substance into
the workplace. The prohibition on firearms and weapons does not
apply to security guards who are licensed and expressly authorized
to carry a firearm or weapon.
The Environment
The
Company is committed to operating its businesses and facilities and
to producing its products in a manner that respects and protects
human health and the environment. The Company requires that its
operations are in compliance with all national, regional, and local
regulations relating to the environment, such as those affecting
air emissions, water purity and waste disposal. Compliance with
legal requirements is only a minimum standard. All employees are
expected to be alert to environmental issues. Employees with
responsibilities in any of these areas are expected to inform
themselves of all standards applicable to their activities and to
inquire of management if they are unsure of the requirements
affecting their responsibilities.
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Discrimination and Harassment
The
Company is firmly committed to providing equal opportunity in all
aspects of employment and will not tolerate any illegal
discrimination or harassment of any kind. Examples of prohibited
conduct include derogatory comments based on race, gender,
ethnicity or sexual preference and unwelcome sexual
advances.
Media Relations and Speaking Publicly
Since
the Company’s reputation is one of its most important assets
and because of the need to provide honest and consistent responses
to the media, all inquiries and contacts from the media should be
directed to the Chief Executive Officer. Employees should refer
members of the media to the Chief Executive Officer and should make
no comments on behalf of the Company, whether officially or
“off the record.” All press releases concerning the
Company are to be issued only with the approval of the Chief
Executive Officer or, in his absence, the Chief Financial
Officer.
You may
not publish or post any material in written or electronic format
(including articles, social media postings, blogs, videos or other
media), give interviews or make public appearances that disclose
confidential Company business-related information, such as
information concerning the Company’s customers, technologies,
products or services without prior approval from your supervisor.
Employees communicating in any public venue or forum without
approval must not give the appearance of speaking or acting on the
Company’s behalf.
REPORTING AND ENFORCEMENT MECHANISMS
Among
your most important responsibilities in this Company are the
obligations to (1) comply with this Code and all Applicable Laws,
including Securities Laws, and (2) report any situation or conduct
you believe may constitute a possible violation of this Code or
Applicable Laws.
If you
should learn of a potential or suspected violation of this Code,
you have an obligation to report the relevant information through
the Company’s Whistleblower Hotline or to one of the persons
listed below. You may address questions about ethics issues and
raise any concerns about a possible violation of this Code or
Applicable Laws to:
●
a supervisor or
department head;
●
the Company’s
Chief Executive Officer; and/or
●
Company legal
counsel.
Contact
Information for Company Legal Counsel:
Mark
Busch
K&L
Gates LLP
214
North Tryon Street, 47th Floor
Charlotte
NC 28202
Phone:
(704) 331-7440
Fax:
(704) 353-3140
E-mail:
mark.busch@klgates.com
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Frequently,
a supervisor or department head will be in the best position to
resolve the issue quickly. However, you may also raise any question
or concern with any of the other persons listed above. You may do
so orally or in writing and, if preferred,
anonymously.
If the issue or concern relates to the Company’s financial
statement disclosures, accounting practices, internal controls or
auditing matters or possible violations of the federal securities
laws or the rules or regulations promulgated thereunder, you are
required to promptly report it pursuant to the procedures set forth
in the Company’s Whistleblower Policy. In accordance with the
Company’s Whistleblower Policy, such report may be
anonymous.
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POLICY AGAINST RETALIATION
The
Company will not tolerate retaliation in any form against any
person who in good faith reports suspected violations of the Code,
voices other ethical concerns, or who is involved on the
Company’s behalf in investigating or helping to resolve any
such issue. The Company will not discharge, demote, suspend,
threaten, harass, or in any other manner discriminate against any
employee for providing information, causing information to be
provided, or otherwise assisting in an investigation of any conduct
that such person reasonably and in good faith believes constitutes
a violation of this Code. Any acts of retaliation against an
employee for any such conduct will be treated as a serious
violation of this Code and may result in discipline, including
immediate termination by the Company and/or criminal or civil
sanctions. If you believe you have been subjected to such
retaliation, you should report the situation as soon as possible to
the Company’s Chief Executive Officer or to the
Company’s legal counsel.
PENALTIES FOR VIOLATIONS
The
Company is committed to taking prompt and consistent action in
response to violations of this Code. Any covered person who
violates the Code is subject to disciplinary action, including
immediate termination. The Company will promptly investigate
internally reports of suspected violations. It will evaluate
suspected violations on a case-by-case basis and apply an
appropriate sanction, including, in its sole discretion, reporting
the violation to authorities.
WAIVER/AMENDMENTS
Only
the Board may waive application of or amend any provision of this
Code.
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