Code of Ethics

Introduction

Ethics are important to G Medical Innovations Holdings Ltd. (together with its subsidiaries, the “Company”) and its directors, officers and employees (each an “Associate”). Company is committed to the highest ethical standards and to conducting its business with the highest level of integrity.

The Company Code of Business Conduct and Ethics (the “Code”) has four primary functions:

– To establish and clearly communicate our standards of business conduct, our ethical principles and our expectations;
– To ensure that business policies and practices continue to be aligned with those standards and principles;
– To establish responsibility for monitoring compliance; and
– To set forth the manner in which perceived violations of ethical principles are to be reported.

The Code applies to all Associates.

Ethics

The Company is committed to the ideals of uncompromising honesty and integrity. All Company Associates are expected to adhere to the highest standards of ethics; to be honest and ethical in dealing with each other, with shareholders and with customers, vendors and all other third parties.

All Company Associates must respect the rights of fellow Associates and third parties. All actions must be free from discrimination, libel, slander or harassment.

Each person must be accorded equal opportunity, regardless of age, race, sex, sexual preference, color, creed, religion, national origin, marital status, veteran’s status, handicap or disability.

Misconduct (any violation of this Code) will be addressed as it is identified with appropriate disciplinary action. Misconduct cannot be excused because it was directed or requested by another.

All Company Associates are expected to alert management whenever an unethical, dishonest or illegal act is discovered or suspected, as further provided for in this Policy.

The following areas frequently give rise to ethical concerns. A violation of the standards contained in this Code will result in corrective action, including possible dismissal.

Should any Company Associate have any questions concerning this Policy, please direct them to the Chief Financial Officer of the Company (the “CFO”).

The CFO may consult outside counsel with respect to any issue relating to this Policy.

Conflicts of Interest

Conflicts of interest arise whenever actions are based on interests other than those of the Company.

All Company Associates must avoid any personal activity, investment or association that may interfere with using good judgment concerning Company’s best interests.

No Company Associate may not exploit his or her position or relationship with the Company for personal gain.

All Company Associates should avoid even the appearance of such a conflict. For example, a conflict of interest may arise if:

– An Associate causes the Company to engage in business transactions with relatives or friends;
– An Associate uses information of the Company, a customer or supplier for your own personal gain, or the personal gain of relatives or friends;
– An Associate have a financial interest in the Company’s customers, suppliers or competitors;
– An Associate receives a loan or guarantee of obligations, from the Company or from a third party, as a result of his position at Company; or
– An Associate competes, or prepares to compete, with Company while still employed by it.

Employees who are involved in or are aware of a transaction involving any of the relationships described above, must report the transaction to the CFO. Directors and officers shall report such transactions to the Chairman of Company’s Audit Committee. All transactions between the Company and any employee or member of the Associate’s immediate family, or any entity in which such employee or a member of his or her immediate family has a significant financial interest, must be approved by the CFO. Transactions described in the previous sentence between the Company and any director or officer or member of such person’s immediate family, or any entity in which such person or member of his or her immediate family has a significant financial interest, must be approved by the Board of Directors.

There may be other situations in which a conflict of interest may arise. If an Associate has any questions or concerns about any situation, he or she should follow the guidance outlined in the section below on Reporting Ethical Violations.

Public Reporting of Financial and Non-Financial Information

The Company is a publicly traded company in the U.S. and thus, subject to the Securities Act of 1933, the Securities Exchange Act of 1934 and numerous other laws, rules and regulations promulgated thereunder (the “Securities Laws”). The U.S. Securities and Exchange Commission (the “SEC”) requires companies to maintain disclosure controls and procedures designed to ensure that information required by the Securities Laws to be disclosed by publicly held companies is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. It is, therefore, imperative that all disclosures contained in Company’s public filings and other public communications are full, fair, accurate, timely and understandable.

Every Associate who participates in the information gathering process for Company’s public filings and other public communications is responsible for the timeliness and accuracy of the information contained therein. Those persons having responsibility for particular areas of Company’s periodic reports such as the Form 20-F and the Form 6-K (if any) must report to the Board on an ongoing basis the following matters which come to their attention:

– Deviations from or changes to the current public information available for Company;

– Changes in risks, or new risks, to Company as they are identified; and Changes that may affect Company financial results.

– Company may establish a separate Disclosure Policy, as may be adopted from time to time, that may provide who may communicate information to the press and the financial analyst community.

All Company Associates should review Company Disclosure Policy and discuss all questions that they may have with the CFO.

Our employees who work in the Financial Department hold an important and elevated role in corporate governance. They are empowered to ensure that shareholder interests are appropriately balanced, protected and preserved. Accordingly, all financial managers are expected to uphold the following standards:

– To provide information that is accurate, complete, objective, relevant, timely and understandable;
– To comply with laws, rules and regulations of federal, state, provincial and local governments, and appropriate regulatory agencies;
– To act in good faith, responsibly, with due care, competence and diligence, without misrepresenting facts or allowing their independent judgment to be subordinated;
– To respect the confidentiality of information acquired in connection with their activities for the Company, except when authorized or otherwise legally obligated to disclose;
– To share knowledge and to maintain skills needed to perform their jobs;
– To proactively promote ethical behavior as a responsible partner among peers in the workplace and community; and
– To achieve responsible use of and control over all assets and resources employed by or entrusted to them.

Compliance with all governmental laws, rules and regulations applicable to Company is mandatory and any violations thereof are considered violations of this Code. Mistakes should never be covered up, but should be immediately fully disclosed and corrected, if possible.

All Company Associates that have any questions about their duties with regard to public reporting, should ask the CFO.

Marketing, Advertising and Sales

Company does not engage in false or misleading claims to its customers, competitors or the public. The following specific policies apply:

– Marketing, advertising and sales materials will be clear and truthful. They will not contain false or exaggerated claims about Company products and services;

– Sales information about prices, products and services should be provided to customers and vendors in a way that avoids any appearance that it is being given in an underhanded or preferential way;

– Associates should not make any offers or promises on behalf of Company other than in accordance Company policies and guidelines; and

– Associates should not encourage or knowingly use third parties, such as agents, consultants or subcontractors, to perform any activities that are prohibited under the Code.

Bribes and Kickbacks

A kickback or bribe includes any item intended to improperly obtain favorable treatment. Other than for modest gifts given or received in the normal course of business (e.g., coffee mugs, pens and other logoed promotional materials or business lunches), neither you nor your relatives may give gifts to, or receive gifts from, Company customers and suppliers. Other gifts may be given or accepted only with prior approval of the CFO. In no event should you put Company or yourself in a position that would be uncomfortable if knowledge of the gift was made public. Dealing with government employees is often different than dealing with private persons. Many governmental bodies strictly prohibit the receipt of any gratuities by their employees, including meals and entertainment. All Company associates must be aware of and strictly follow these prohibitions.

Conducting Business Outside of the United States and the Foreign Corrupt Practices Act

Company has an international presence and thus, certain Associates or other affiliates of Company may find it necessary to interact with foreign governments or officials in the furtherance of Company’s business activities. In any dealings with foreign officials, candidates, or political parties, Company and its Associates, consultants, agents, subsidiaries, distributors, resellers and representatives, must comply with the following policy.

Generally, Company policies, the U.S. Foreign Corrupt Practices Act (“FCPA”), and applicable foreign laws prohibit payments to, and business relationships with, government officials (“government officials” may include employees of entities that are state owned, in whole or part, public international organizations and political parties or political candidates) that could be construed as bribes or attempts to influence government behavior.

All Company Associates may not give, offer, promise, or authorize direct or indirect payments to foreign officials for the purpose of obtaining or retaining business for Company. Payments include money, gifts, or anything of value, and need not actually be delivered, but merely have been intended for a corrupt purpose, to violate the FCPA.

It is therefore illegal and against Company policy for any Associate or other Company representative to offer or give anything of value that is intended to:

influence any act or decision of a foreign official in his or her official capacity;
induce the official violate a lawful duty of his position or to use his influence improperly; or
obtain an improper advantage for Company.

Company and individuals may face significant civil and criminal punishment in both the United States and in other countries, including imprisonment, for violating the FCPA and local laws.

Acknowledging that in certain foreign localities, payments to local government officials may be customary to expedite processes such as the granting of a business license or similarly routine governmental action, the FCPA contains a narrow exception for such payments.

In every case, prior to making, promising, or offering any such payment, any Associate or affiliate of Company must consult with the CFO should uncertainties arise. Furthermore, if it is determined that a payment meets this narrow exception, it must be recorded accurately by the accounting department, as it is an independent violation of the FCPA to mischaracterize any such payment in the financial records. Both the consultation with the CFO and the accounting treatment of the payment must be documented in writing.

Quality and Regulatory Compliance

Company’s products will be regulated by governmental agencies and other regulatory authorities worldwide. Associates are, to the extent applicable to their job functions, responsible for compliance with worldwide product regulation requirements, including marketing approvals, design control, labeling and advertising controls, and any other product regulations and controls promulgated by government agencies. Associates are responsible for reporting any significant issues to the CFO. Company is committed to maintaining an open, constructive and professional relationship with regulators on matters of regulatory policy, submissions, compliance and product performance.

Company will comply with all laws and regulations regarding the safety and efficacy of its products and the standards for its manufacturing plants. Associates are responsible for reporting to the CFO any concerns that relate to a compromise of quality. Associates have the responsibility to express their independent views as to, as well as to raise, any significant quality issues.

As part of Company’s quality system, Associates are required to maintain reliable documentation. The accuracy of data in our records, including full disclosure, lack of material omission, and integrity of the data is your priority.

Any Associate who alters or falsifies data, destroys or fails to maintain product related data, or omits data from records that are needed to provide full information regarding a commercial or development stage product is acting in violation of this Code.

In case of any questions related to quality and regulatory compliance, you should consult with your supervisor, or the head of Quality/Regulatory departments.

Improper Use or Theft of Foresight Property

Every Associate must safeguard Company property from loss or theft, and may not take such property for personal use. Company property includes such items as equipment, machinery, inventory, vehicles, software, computers, office equipment, and supplies as well as confidential information such as non-public personal information about customers, customer lists, and proprietary product information, to name a few.

You must appropriately secure all Company property within your control to prevent its unauthorized use.

Fair Dealing

No Company Associate should take unfair advantage of anyone through manipulation, abuse of privileged information, misrepresentation of facts, or any other unfair-dealing practice.

Fair Competition and Antitrust Laws

Company must comply with all applicable fair competition and antitrust laws. These laws attempt to ensure that businesses compete fairly and honestly and prohibit conduct seeking to reduce or restrain competition. If you are uncertain whether a contemplated action raises unfair competition or antitrust issues, you should raise the issue with the CFO.

Insider Trading

If an Associate has material non-public information relating to Company, it is our policy that neither that person (nor any of his/her relatives) may buy or sell any Company securities or engage in any other action to take advantage of, or pass on to others, that information. This policy also applies to information relating to any other company, including our customers, partners or suppliers, obtained in the course of employment. Officers, directors and employees should carefully review and comply with Company’s separate Insider Trading Policy, if and when such policy is adopted. Questions regarding insider trading should be addressed to the CFO.

Waivers and Amendments of the Code

Any waiver of any provision of this Code for any of our directors or executive officers, or any amendment of this Code, must be approved in writing by our Audit Committee (or Board of Directors is an Audit Committee has not been formed) and must be disclosed to shareholders and to others, along with the reasons for such waiver, as required by applicable laws and regulations in the manner or manners required thereby. Any waiver of any provision of this Code with respect any other Associate must be approved in writing by our CFO. Waivers will be granted only as permitted by law and in extraordinary circumstances.

Reporting Ethical Violations

Your conduct can reinforce an ethical atmosphere and provide influence on the conduct of fellow Associates. Associates are empowered by the Code to act in situations where they have the authority or feel comfortable enough to stop unethical behavior.

If the unethical behavior is prevented by the actions taken by an Associate of Company, then no report is necessary. However, in case that a Company Associate was aware of any violations of this Code and feels powerless to stop them, he or she must report them to the CFO, his or her direct supervisor or the Chief Executive Officer of Company.

If an Associate of Company is still concerned after speaking with Company officers or feels uncomfortable speaking with them (for whatever reason), he or she may contact the Chairman of Company’s Audit Committee and/or to the Chairman of Board of Directors at the following address: info@gmedinnovations.com

The addressing can be done anonymously and should include copies of relevant documents.

Company’s policy prohibits discrimination, harassment and retaliation against any Associate who in good faith provides any information or otherwise assists in any investigation or proceeding regarding any potential violation of this Policy.

Accountability for Adherence to the Code

The CFO shall report to the Audit Committee on all material issues relating to this Policy. The Audit Committee enforces this Code by evaluating all alleged violations of this Code after all of the pertinent information has been gathered and appropriate action will be determined with the involvement of counsel.

If an alleged violation of this Code has been reported to it, the Audit Committee shall determine whether that violation has occurred and, if so, shall determine the disciplinary measures to be taken against any Associate who has violated this Code. The disciplinary measures, which may be invoked at the discretion of the Audit Committee, include, but are not limited to, counseling, oral or written reprimands, warnings, probation or suspension without pay, termination of employment or other relationship with us and restitution.

Company is committed to upholding this Code and is supporting all Associates who aid in this endeavor.

Company will not tolerate any form of retaliation for reporting suspected violations of this Code.- 

Igor Bluvstein

Chief Financial Officer

Mr. Bluvstein has over fifteen (15) years of experience working in financial leadership positions in the e-commerce, biotechnology, petrochemical and medical cannabis industries. From 2020 through 2022, Mr. Bluvstein served as the Chief Financial Officer and Director at MDD Group of Companies. From 2016 to 2020, he served as Regional Chief Financial Officer at Frutarom Industries Ltd. (acquired by International Flavors & Fragrances Inc. (NYSE:IFF)). From 2015 until 2016, he served as the Chief Financial Officer of an e-commerce retailer. From 2011 until 2015, Mr. Bluvstein served as a Financial Controller at Mirland Development Corporation PLC. From 2008 through 2011, he served as a senior auditor at Ernst & Young Global Limited. Mr. Bluvstein holds a Bachelor of Arts in accounting and economics from the Open University in Israel. He is a Certified Public Accountant (CPA).

Dror Nuriel-Roth

EVP of US Operations

Ms. Nuriel-Roth has 13 years of experience in the US Healthcare industry. A former SVP US Operations at LifeWatch Services Inc, for seven years where she managed every aspect of a medical device company and brought significant efficiencies to operations in the Clinical, Reimbursement, Managed Care, Logistics, and Customer Service departments. Ms. Nuriel-Roth also specializes in healthcare insurance, reimbursement and managed care. Dror holds a Bachelor’s degree in Business Management and Economics as well as MBA in Business Management, Finance and Marketing from the Interdisciplinary Center in Hertzelia (Reichman University).

Chanan Epstein

Director

Mr. Chanan Epstein has agreed to serve on our board of directors subject to the consummation of this offering. Chanan Epstein is a senior technology and telecom executive with substantial experience in domestic and international markets. Since 2000, he has served as a Senior Vice President at Amdocs (Nasdaq: DOX), a leading software and service provider to telecom and media companies, and he began his service at Amdocs in 1995. At Amdocs, Mr. Epstein is responsible for developing and maintaining key customer relationships worldwide. In this role, he is also instrumental in driving forward strategic deals, leveraging his CEO/CXO relationships across the telecom industry in North America and Asia. Prior to joining Amdocs, from 1974 to 1991, Mr. Epstein served in the Israeli Air Force. Ultimately attaining the rank of Colonel, he oversaw research and development of “Command, Control, Communications and Intelligence” operational systems, as well as avionics software. During his military career, Mr. Epstein spent several years in the U.S. leading key strategic ventures between the U.S. and Israeli Air Forces, specifically heading up the F-16 avionics software project at General Dynamics. Mr. Epstein sits on the board of a number of private and public companies, including MobileSmith Health (Nasdaq: MOS), RFCode and Copilot. He is also an active technology investor and a mentor to numerous executives. Mr. Epstein received his BA in mathematics and computer science from Bar Ilan University in Israel, as well as participated (partially completed) in the master program of computer science at Weizmann institute in Israel.

Mr. Benny Tal

VP R&D and CTO

Over 30 years of experience in Medical devices, Electronics Development, Engineering and Operation. Benny holds a B. Sc in Electrical Engineering and computers & M.B.A from Ben-Gurion University, Israel.
Throughout the last 25 years Benny has played a major role as VP Engineering, VP R&D, VP Operation, VP for OEM/ODM products, in driving, developing, Inventing, and executing the products in CardGuard, LifeWatch and in the last 5 years, bringing the skills and experience in IOT, and patient monitoring in Gmedical ,developing Special Sensors, mixed ASIC, RF & Hybrid modules, Overseeing Algorithms for embedded medical sensors.

Mr. Kobi Ben-Efraim

Controller

Mr Ben-Efraim is an experienced senior CFO of global companies with more than 20 years’ experience in the finance and accounting domain. Mr. Ben-Efraim has served in Israeli high tech companies like DSPC Group (a NASDAQ-traded company), where he held a number of positions, including Chief Accountant of the group, and El-Op where he was Deputy Controller in charge of tax and accounting. From 2003, Mr. Ben-Efraim served as the Corporate CFO in a global medical devices manufacturer and services provider company, where amongst other things, he was in charge, of the cash flow management, annual budget approvals, financial reporting to the stock exchange and analysts corporate presentations. Mr. Ben-Efraim holds a B.A in Economics and Accounting from Tel Aviv University, and is a Certified Public Accountant (IL).

 

Mr. Oded Shahar, Adv & Notary

Senior Investment Banker SVP, Merger & Acquisition

Over 25 years of international business and banking experience and an extensive global network in which he oversaw several multi-million global deals. Held senior executive positions including Head of the Israeli branch of Crédit Agricole Corporate and Investment Bank, following hands-on experience in investment banking in Paris and private banking in Switzerland; Senior Country Officer in Israel of one of the top ten global banks; Senior Partner in one of the Israel’s leading law firms. Mr. Shahar is qualified as a lawyer and as a Notary and is a member of the Israel Bar Association. His fields of expertise are banking and international investments, mergers & acquisitions and international contracts.

Mr. Urs Wettstein

Non-Executive Director

Mr Wettstein, citizen of Switzerland, was an advisor and investor in numerous pre-IPO investments since 1985 and was instrumental for several successful IPO’s in Switzerland. He operated his own accounting, auditing and tax consultancy firm in Zurich, Switzerland from 1983 to 2007. From 1976 to 1982, he was an auditor and tax consultant with Coopers & Lybrand AG, Zurich. Urs Wettstein graduated as a Certified Public Accountant. From 2001 to 2014 he served as non-executive Vice Chairman of the Board of Directors of LifeWatch AG, a company listed on the Swiss Stock Exchange.

Dr. Shuki Gleitman

Non-Executive Director

Dr. Gleitman is the Chairman of the Guangzhuo Israel Biotech Fund, Chairman of the Board of Directors of Capital Point Group, a Board member and Chairman of the audit and financial committees of Elbit Systems (NASDAQ, TLV traded), Chairman of the YoYa Group, Senior Advisor to the World Bank (national policy for innovation) and Senior Strategy Advisor to Serbia Innovation Fund. Prior to holding the positions set out above, Dr. Gleitman was the Chief Scientist and Director General of Israel’s Ministry of Industry and Trade, where he managed all of the Israeli Government technological programs. In the course of his four-year tenure, Dr. Gleitman was responsible for allocating over $1.5 billion in grants in the framework of promoting research and development activities in the Israeli hightech industry. Dr. Gleitman also served as the CEO of Ampal Investment Group (NASDAQ: AMPL), where he was responsible for the investment of over $200 million in hightech ventures. During his tenure at Ampal, Dr. Gleitman led a $330 million joint venture with Motorola Israel founding Mirs Communications Ltd., Israel’s fourth largest cellular operator. Dr. Gleitman holds a Ph.D. (with distinction), M.Sc. (with distinction) and B.Sc. in Physical Chemistry, from the Hebrew University of Jerusalem.

Professor Zeev Rotstein

Non-Executive Director

Professor Rotstein is an internationally recognised cardiologist and expert in health management systems, with decades of experience across consultancy and academia. Currently he serves as  the  Director General, Hadassah  Medical  Organization; Associate  Clinical Professor, The  Hebrew  University  of  Jerusalem; Associate Clinical Professor, Sackler School of Medicine Tel Aviv University; and Associate Clinical Professor, The Hebrew University of Jerusalem. Professor Rostein has acted as an expert consultant in the construction of several medical facilities throughout the world including Centro Medico La Paz, Equatorial Guinea (major referral hospital in Equatorial Guinea), the Lagoon Hospital, Accra, Ghana and currently the Moscow Medical Cluster Oncological Centre and Polyclinic of Skolkovo, Moscow. Professor Rotstein trained in medicine at Tel Aviv University, and has held fellowships at the New York Department of Health, Tufts University, and Johns Hopkins Medical Centre School of Hygiene and Public Health.

Dr. Kenneth R. Melani

Non-Executive Chairman

Dr. Kenneth Melani has over 30 years’ experience in the health care industry as a provider, supplier and insurer. He began his career in 1981 as a practicing physician growing his internal medicine practice into the largest multi-specialty physician practice in Western Pennsylvania. In the mid 1980’s he helped start a physician hospital organisation, West Penn Cares, where he became the CEO. In this role he prepared the Organisation for managed care risk sharing contracts (known as ACO’s today). In addition, he started seven successful for-profit health services businesses. In 1989 he joined Highmark Inc. (formerly known as Blue Cross of Western Pennsylvania) where he spent the next 23 years of his career in a variety of positions including Chief Medical Officer, President of Health Related Services, and EVP, Strategy and New Business Development. In 2003, he was named the President and CEO of Highmark Inc. During his nine and half year tenure he grew the company into one of the largest and most diversified health care companies in the United States, serving over 32 million individuals.

Dr. Yacov Geva

President and CEO

A well-known pioneer in the industry of medical technologies and remote patient monitoring services. As the founder of LifeWatch AG (former Card Guard AG and Card Guard Scientific Survival Ltd.) he successfully led the company to an IPO. Up until 2014, Dr. Geva was a member and the Chairman of the Board of Directors and Corporate CEO of LifeWatch AG. During 1979 to 1989, Dr. Geva served as a Chief Mechanical Engineer with Vishay Israel – a subsidiary of Vishay Intertechnology, USA. Dr. Geva holds a B.Sc in Mechanical and Nuclear Engineering, a Ph.D. (with honours) in Business Administration from the International School of Management, Paris and an honorary doctorate from Oxford Brooks University. Dr. Geva is also a senior member of the royal society of medicine in the UK (RSM).