Code of Business Ethics

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About

THERAPIX BIOSCIENCES LTD.

Code of Business Ethics

Adopted on October 14, 2020

In accor­dance with the require­ments of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market, the Board of Directors (the “Board”) of Therapix Biosciences Ltd. (the “Company”) has adopted this Code of Ethics and Conduct (the “Code”) to encourage:

  • Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;
  • Full, fair, accurate, timely and under­stand­able disclosure;
  • Compliance with applic­able govern­mental laws, rules and regulations;
  • Prompt internal reporting of any viola­tions of law or the Code;
  • Accountability for adher­ence to the Code, including fair process by which to deter­mine violations;
  • Consistent enforce­ment of the Code, including clear and objec­tive standards for compliance;
  • Protection for persons reporting any such question­able behavior;
  • The protec­tion of the Company’s legit­i­mate business inter­ests, including its assets and corpo­rate oppor­tu­ni­ties; and
  • Confidentiality of infor­ma­tion entrusted to direc­tors, officers and employees by the Company and its customers.

All direc­tors, officers and employees (each a “Covered Party” and, collec­tively, the “Covered Parties”) of the Company and all of its subsidiaries and controlled affil­i­ates are expected to be familiar with the Code and to adhere to those princi­ples and proce­dures set forth below. Covered Parties must conduct themselves accord­ingly, exhibiting the highest standard of business and profes­sional integrity, and seek to avoid even the appear­ance of improper behavior.

Conflicts of Interest

A conflict of interest occurs when the private inter­ests of a Covered Party inter­fere, or appear to inter­fere, with the inter­ests of the Company as a whole.
For example, a conflict of interest can arise when a Covered Party takes actions or has personal inter­ests that may make it diffi­cult to perform his or her Company duties objec­tively and effec­tively. A conflict of interest may also arise when a Covered Party, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position at the Company.
Conflicts of interest can also occur indirectly. For example, a conflict of interest may arise when a Covered Party is also an execu­tive officer, a major share­holder or has a material interest in a company or organi­za­tion doing business with the Company.

Each Covered Party has an oblig­a­tion to conduct the Company’s business in an honest and ethical manner, including the ethical handling of actual or apparent conflicts of interest between personal and profes­sional relation­ships. Any situa­tion that involves, or may reason­ably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Company’s Audit Committee of the Board at audit@therapixbio.com.

This Code does not attempt to describe all possible conflicts of interest that could develop.
Other common conflicts from which Covered Parties must refrain are set out below:

  • Covered Parties may not engage in any conduct or activ­i­ties that are incon­sis­tent with the Company’s best inter­ests or that disrupt or impair the Company’s relation­ship with any person or entity with which the Company has or proposes to enter into a business or contrac­tual relationship.
  • Covered Parties may not accept compen­sa­tion, in any form, for services performed for the Company from any source other than the Company.
  • No Covered Party may take up any manage­ment or other employ­ment position with, or have any material interest in, any firm or company or other project that is in direct or indirect compe­ti­tion with the Company.

Disclosures

The infor­ma­tion in the Company’s public commu­ni­ca­tions, including in all reports and documents filed with or submitted to the SEC, must be full, fair, accurate, timely and understandable.

To ensure the Company meets this standard, all Covered Parties (to the extent they are involved in the Company’s disclo­sure process) are required to maintain famil­iarity with the disclo­sure require­ments, processes and proce­dures applic­able to the Company commen­su­rate with their duties. Covered Parties are prohib­ited from knowingly misrep­re­senting, omitting or causing others to misrep­re­sent or omit, material facts about the Company to others, including the Company’s indepen­dent auditors, govern­mental regula­tors and self-regulatory organizations.

Compliance with Laws, Rules and Regulations

The Company is oblig­ated to comply with all applic­able laws, rules and regula­tions. It is the personal respon­si­bility of each Covered Party to adhere to the standards and restric­tions imposed by these laws, rules and regula­tions in the perfor­mance of his or her duties for the Company.

The Chief Executive Officer, Chief Financial Officer and Controller (or persons performing similar functions) of the Company (together, the “Senior Financial Officers”) are also required to promote compli­ance by all employees with the Code and to abide by Company standards, policies and procedures.

Covered Parties located outside of the United States must comply with laws, regula­tions, rules and regula­tory orders of the United States, including the Foreign Corrupt Practices Act (“FCPA”) and U.S. export control laws, in addition to applic­able local laws.

Insider Trading

Trading on inside infor­ma­tion is a viola­tion of federal securi­ties law. Covered Parties in posses­sion of material non-public infor­ma­tion about the Company or compa­nies with whom we do business must abstain from trading or advising others to trade in the respec­tive Company’s securi­ties from the time that they obtain such inside infor­ma­tion until adequate public disclo­sure of the infor­ma­tion. Material infor­ma­tion is infor­ma­tion of such impor­tance that it can be expected to affect the judgment of investors as to whether or not to buy, sell, or hold the securi­ties in question. To use non-public infor­ma­tion for personal finan­cial benefit or to “tip” others, including family members, who might make an invest­ment decision based on this infor­ma­tion is not only uneth­ical but also illegal. Covered Parties who trade stock based on insider infor­ma­tion can be person­ally liable for damages totaling up to three times the profit made or loss avoided by the respec­tive Covered Party.

Reporting, Accountability and Enforcement

The Company promotes ethical behavior at all times and encour­ages Covered Parties to talk to super­vi­sors, managers and other appro­priate personnel, including the officers, outside counsel for the Company and the Board or the relevant committee thereof, when in doubt about the best course of action in a partic­ular situation.

Covered Parties should promptly report suspected viola­tions of laws, rules, regula­tions or the Code or any other uneth­ical behavior by any director, officer, employee or anyone purporting to be acting on the Company’s behalf to the Chief Financial Officer that may be reached at +972–50-5521058 or oz@therapixbio.com. Reports may be made anony­mously by sending a message from an anony­mous email address to the Company’s Audit Committee of the Board at audit@therapixbio.com. If requested, confi­den­tiality will be maintained, subject to applic­able law, regula­tions and legal proceedings.

The Audit Committee of the Board or other appro­priate officer or body shall inves­ti­gate and deter­mine, or shall desig­nate appro­priate persons to inves­ti­gate and deter­mine, the legit­i­macy of such reports. The Audit Committee or other appro­priate officer or body will then deter­mine the appro­priate disci­pli­nary action.

Violations of the rules and policies of conduct set forth in this Code may result in one or more of the following disci­pli­nary actions, if and as permitted under applic­able law:

  • a warning;
  • a repri­mand (noted in the employee’s or officer’s personnel record);
  • proba­tion;
  • demotion;
  • tempo­rary suspension;
  • required reimburse­ment of losses or damages;
  • termi­na­tion of employ­ment; and/or
  • referral for criminal prose­cu­tion or civil action.

Disciplinary measures may apply to any super­visor who directs or approves such viola­tions, or has knowl­edge of them and does not promptly correct them.

To encourage employees to report any and all viola­tions, the Company will not tolerate retal­i­a­tion for reports made in good faith. Retaliation or retri­bu­tion against any Covered Party for a report made in good faith of any suspected viola­tion of laws, rules, regula­tions or this Code is cause for appro­priate disci­pli­nary action.

Corporate Opportunities

All Covered Parties owe a duty to the Company to advance the legit­i­mate inter­ests of the Company when the oppor­tu­nity to do so arises. Covered Parties are prohib­ited from directly or indirectly (a) taking person­ally for themselves oppor­tu­ni­ties that are discov­ered through the use of Company property, infor­ma­tion or positions; (b) using Company property, infor­ma­tion or positions for personal gain; or © competing with the Company for business oppor­tu­ni­ties; provided, however, if the Company’s disin­ter­ested direc­tors of the Board deter­mine that the Company will not pursue an oppor­tu­nity that relates to the Company’s business, a Covered Party may do so, after notifying the disin­ter­ested direc­tors of the Board of intended actions in order to avoid any appear­ance of conflict of interest.

Confidentiality

In carrying out the Company’s business, Covered Parties may learn confi­den­tial or propri­etary infor­ma­tion about the Company, its customers, distrib­u­tors, suppliers or joint venture partners. Confidential or propri­etary infor­ma­tion includes all non-public infor­ma­tion relating to the Company, or other compa­nies, that would be harmful to the relevant company or useful or helpful to competi­tors if disclosed, including finan­cial results or prospects, infor­ma­tion provided by a third party, trade secrets, new product or marketing plans, research and devel­op­ment ideas, manufac­turing processes, poten­tial acqui­si­tions or invest­ments, or infor­ma­tion of use to the Company’s competi­tors or harmful to the Company or its customers if disclosed.

Covered Parties must maintain the confi­den­tiality of all infor­ma­tion so entrusted to them, except when disclo­sure is autho­rized or legally mandated. Covered Parties must safeguard confi­den­tial infor­ma­tion by keeping it secure, limiting access to those who have a need to know in order to do their job, and avoiding discus­sion of confi­den­tial infor­ma­tion in public areas such as planes, eleva­tors, and restau­rants and on mobile phones. This prohi­bi­tion includes, but is not limited to, inquiries made by the press, analysts, investors or others. Covered parties also may not use such infor­ma­tion for personal gain. These confi­den­tiality oblig­a­tions continue even after employ­ment with the Company ends.

Fair Dealing

Each Covered Party should endeavor to deal fairly with the Company’s customers, service providers, suppliers, competi­tors and employees. No Covered Party should take unfair advan­tage of anyone through manip­u­la­tion, conceal­ment, abuse of privi­leged infor­ma­tion, misrep­re­sen­ta­tion of material facts, or any unfair dealing practice. Inappropriate use of propri­etary infor­ma­tion, misusing trade secret infor­ma­tion that was obtained without the owner’s consent, or inducing such disclo­sures by past or present employees of other compa­nies is also prohibited.

Protection and Proper Use of Company Assets

All Covered Parties should protect the Company’s assets and ensure their efficient use. Theft, careless­ness and waste have a direct impact on the Company’s profitability. All Company assets should be used only for legit­i­mate business purposes. The oblig­a­tion of employees to protect the Company’s assets includes its propri­etary infor­ma­tion. Proprietary infor­ma­tion includes intel­lec­tual property such as trade secrets, patents, trade­marks and copyrights, as well as business, marketing and service plans, engineering and manufac­turing ideas, designs, databases, records, salary infor­ma­tion and any unpub­lished finan­cial data and reports.

Waivers

Before an employee, or an immediate family member of any such employee, engages in any activity that would be other­wise prohib­ited by the Code, he or she is strongly encour­aged to obtain a written waiver from the Board or other appro­priate officer or body.

Before a director or execu­tive officer, or an immediate family member of a director or execu­tive officer, engages in any activity that would be other­wise prohib­ited by the Code in provi­sions above, he or she must obtain a written waiver from the disin­ter­ested direc­tors of the Board. Such waiver must then be disclosed to the Company’s share­holders, along with the reasons for granting the waiver.

Accuracy of Business Records

All finan­cial books, records and accounts must accurately reflect trans­ac­tions and events, and conform both to inter­na­tional finan­cial reporting standards as issued by the International Accounting Standards Board and to the Company’s system of internal controls. No entry may be made that inten­tion­ally hides or disguises the true nature of any trans­ac­tion. Covered Parties should there­fore attempt to be as clear, concise, truthful and accurate as possible when recording any information.

Corporate Loans or Guarantees

U.S. federal law prohibits the Company to make personal loans and guaran­tees of oblig­a­tions to direc­tors, execu­tive officers, and members of their immediate families.

Gifts and Favors

The purpose of business gifts and enter­tain­ment in a commer­cial setting is to create goodwill and sound working relation­ships, not to gain unfair advan­tage with customers. Covered Parties must act in a fair and impar­tial manner in all business dealings. Gifts and enter­tain­ment should further the business inter­ests of the Company and not be construed as poten­tially influ­encing business judgment or creating an obligation.

Gifts must not be lavish or in excess of the gener­ally accepted business practices of one’s country and industry. Gifts of cash or cash equiv­a­lents are never permitted. Requesting or solic­iting personal gifts, favors, enter­tain­ment or services is unaccept­able. Covered Parties should contact the outside counsel for the Company to discuss if they are not certain that a gift is appropriate.

The FCPA prohibits giving anything of value, directly or indirectly, to officials of foreign govern­ments or foreign polit­ical candi­dates in order to obtain or retain business. It is strictly prohib­ited to make illegal payments to govern­ment officials of any country. In addition, the promise, offer or delivery to an official or employee of the U.S. govern­ment of a gift, favor or other gratuity in viola­tion of these rules would not only violate Company policy but could also be a criminal offense. State and local govern­ments, as well as foreign govern­ments, may have similar rules.

Personal Investments

Covered Parties may not own, either directly or indirectly, a substan­tial interest in any business entity that does or seeks to do business with or is in compe­ti­tion with the Company without providing advance notice to the Audit Committee of the Board or Chairman of the Board. Investments in publicly traded securi­ties of compa­nies not amounting to more than five percent (5%) of that company’s total outstanding shares are permitted without such advanced approval.

Antitrust Laws and Competition

The purpose of antitrust laws is to preserve fair and open compe­ti­tion and a free market economy, which are goals that the Company fully supports. Covered Parties must not directly or indirectly enter into any formal or informal agree­ment with competi­tors that fixes or controls prices, divides or allocates markets, limits the produc­tion or sale of products, boycotts certain suppliers or customers, elimi­nates compe­ti­tion or other­wise unrea­son­ably restrains trade.

Money Laundering, Criminal Property and Terrorist Financing

Money laundering is the process by which people attempt to disguise illegally gained proceeds to make the proceeds appear to come from legit­i­mate sources or activ­i­ties, or, conversely, finance illegal activ­i­ties using funds routed through legit­i­mate sources. Covered Parties are required to comply with all applic­able anti-money laundering laws. Covered Parties should act to ensure that the Company’s assets and business are not used or utilized by any persons, be they direc­tors, officers, employees, customers, suppliers or contrac­tors, in any way so as to launder money, finance terrorism or deal with criminal property. Covered Parties should promptly report any knowl­edge or suspi­cion they have in this regard to their super­visor, or a Company officer.

Political Contributions

Covered Parties may partic­i­pate in the polit­ical process as individ­uals on their own time. However, Covered Parties must make every effort to ensure that they do not create the impres­sion that they speak or act on behalf of the Company with respect to polit­ical matters. Company contri­bu­tions to any polit­ical candi­date or party or to any other organi­za­tion that might use the contri­bu­tions for a polit­ical candi­date or party are prohib­ited. A Covered Party may not receive any reimburse­ment from corpo­rate funds for a personal polit­ical contribution.

Discrimination and Harassment

The Company is an equal oppor­tu­nity employer and will not tolerate illegal discrim­i­na­tion or harass­ment of any kind. The Company is committed to providing a workplace free of discrim­i­na­tion and harass­ment based on race, color, religion, age, gender, national origin, ancestry, sexual orien­ta­tion, disability, veteran status, or any other basis prohib­ited by applic­able law. Examples include deroga­tory comments based on a person’s protected class and sexual harass­ment and unwel­come sexual advances. Similarly, offen­sive or hostile working condi­tions created by such harass­ment or discrim­i­na­tion will not be tolerated.

Environmental Protection

The Company is committed to managing and operating its assets in a manner that is protec­tive of human health and safety and the environ­ment. It is our policy to comply with both the letter and the spirit of the applic­able health, safety and environ­mental laws and regula­tions and to attempt to develop a cooper­a­tive attitude with govern­ment inspec­tion and enforce­ment officials. Covered Parties are encour­aged to report condi­tions that they perceive to be unsafe, unhealthy or hazardous to the environment.

Personal Conduct and Social Media Policy

Covered Parties should take care when presenting themselves in public settings, as well as online and in web-based forums or networking sites. Each Covered Party is encour­aged to conduct himself or herself in a respon­sible, respectful, and honest manner at all times. The Company under­stands that Covered Parties may wish to create and maintain a personal presence online using various forms of social media. However, in so doing Covered Parties should include a disclaimer that the views expressed therein do not neces­sarily reflect the views of the Company. Covered Parties should be aware that even after a posting is deleted, certain technology may still make that content avail­able to readers.

Covered Parties are prohib­ited from using or disclosing confi­den­tial, propri­etary, sensi­tive or trade secret infor­ma­tion of the Company, its partners, vendors, consul­tants or other third parties with which the Company does business. Harassment of other direc­tors, officers or employees will also not be toler­ated. A Covered Party may not provide any content to Company social media sites that may be construed as polit­ical lobbying or solic­i­ta­tion of contri­bu­tions, or use the sites to link to any sites sponsored by or endorsing polit­ical candi­dates or parties, or to discuss polit­ical campaigns, polit­ical issues or positions on any legis­la­tion or law.

No Rights Created

This Code is a state­ment of certain funda­mental princi­ples, policies and proce­dures that govern the Company’s Covered Parties in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, client, visitor, supplier, competitor, share­holder or any other person or entity. It is the Company’s belief that the policy is robust and covers most conceiv­able situations.