Exhibit 10.28


  



Creative
Medical Technology Holdings, Inc.


 


CODE
OF BUSINESS CONDUCT AND ETHICS


 


		1.	Introduction



 


This Code of Business
Conduct and Ethics (this “Code”) has been adopted by our board of directors (the “Board of Directors”)
to summarize the standards of business conduct that must guide our actions. This Code applies to all directors, officers, and employees
of Creative Medical Technology Holdings, Inc. and its subsidiaries (the “Company”), including, but not limited
to, the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing similar functions. The Company has issued this Code to deter wrongdoing and to promote:


		·	honest and ethical conduct;



		·	full, fair, accurate, timely, and understandable disclosure
in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission (the “SEC”)
and in other public communications made by the Company;



		·	avoidance and ethical handling of actual or apparent
conflicts of interest, including disclosure to an appropriate person of any material transaction or relationship that reasonably
could be expected to give rise to such a conflict;



		·	confidentiality of corporate information;



		·	protection and proper use of corporate assets and opportunities;



		·	compliance with applicable governmental laws, rules,
and regulations;



		·	prompt internal reporting of any violations of this
Code to an appropriate person; and



		·	accountability for adherence to the Code.



 


This Code provides guidance
to you on your ethical and legal responsibilities. We expect all directors, officers, and employees to comply with this Code, and
the Company is committed to taking prompt and consistent action against violations of this Code. Violation of the standards outlined
in this Code may be grounds for disciplinary action up to and including termination of employment or other business relationships.
Employees, officers and directors who are aware of suspected misconduct, illegal activities, fraud, abuse of the Company’s
assets, or violations of the standards outlined in this Code are responsible for reporting such matters.


 


Because rapid changes
in our industry and regulatory environment constantly pose new ethical and legal considerations, no set of guidelines should be
considered to be the absolute last word under all circumstances. Although laws and customs will vary in the different countries
in which we operate, our basic ethical responsibilities are global. In some instances, there may be a conflict between the laws
of countries that apply to the operations of the Company. When you encounter such a conflict, you should consult the Company’s
senior management and/or legal counsel to understand how to resolve that conflict properly.


 


		2.	Basic Obligations



 


Under the Company’s
ethical standards, directors, officers, and employees share certain responsibilities. It is your responsibility to (i) become familiar
with, and conduct Company business in compliance with applicable laws, rules, and regulations and this Code; (ii) treat all Company
employees, customers, and business partners in an honest and fair manner; (iii) avoid situations where your personal interests
are, or appear to be, in conflict with the Company interests; and (iv) safeguard and properly use the Company’s proprietary
and confidential information, assets, and resources, as well as those of the Company’s customers and business partners.


 




    	 



    	 



    

Certain of the Company’s
policies may be complemented by specific responsibilities set forth in documents subsequently adopted by the Company such as the
Company’s Confidential Information Policy, an insider trading policy, a disclosure policy, a cybersecurity policy, etc.
Those polices should be separately consulted by the Company’s directors, officers, and employees and are not incorporated
by reference into this Code.


 


		3.	Raising Concerns



 


If you should learn of
a potential or suspected violation of this Code, you have an obligation to promptly report the violation. You may do so orally
or in writing and, if preferred, anonymously. You have several options for raising concerns.


 


		1.	Raise your concerns with your supervisor or manager;



		2.	Raise your concerns with the Company’s Chief
Executive Officer and/or



		3.	Company legal counsel.



 


If the issue or concern
is related to the internal accounting controls of the Company or any accounting or auditing matter, you should report it to the
Chief Financial Officer.


 


		4.	Policy Against Retaliation



 


The Company prohibits
any director or employee from retaliating or taking adverse action against anyone for raising, in good faith, suspected conduct
violations or helping to resolve a conduct concern. Any individual who has been found to have engaged in retaliation against a
Company director, officer or employee for raising, in good faith, a conduct concern or for participating in the investigation of
such a concern, may be subject to discipline, up to and including termination of employment or other business relationships. If
any individual believes that he or she has been subjected to such retaliation, that person is encouraged to report the situation
as soon as possible to one of the people detailed in the “Raising Concerns” section above.


 


		5.	Conflicts of Interest



 


Directors, officers,
and employees should not engage in any activity, practice or act which conflicts with the best interests of the Company. A conflict
of interest occurs when a director, officer or employee places or finds himself/herself in a position where his/her private interests
conflict with the best interests of the Company or have an adverse effect on the person’s motivation or the proper performance
of their office or job. Examples of such conflicts could include, but are not limited to:


		·	accepting outside employment with, or accepting personal
payments from, any organization which does business with the Company or is a competitor of the Company;



		·	accepting or giving gifts of more than modest value
to or from vendors or clients of the Company;



		·	competing with the Company for the purchase or sale
of property, services or other interests or taking personal advantage of an opportunity in which the Company has an interest;



		·	personally having immediate family members who have
a financial interest in a firm which does business with the Company; and



		·	having an interest in a transaction involving the Company
or a customer, business partner or supplier (not including routine investments in publicly traded companies).



 


Directors, officers,
and employees must not place themselves or remain in a position in which their private interests conflict with the interests of
the Company. Knowledge of any potential conflict of interest must be reported as soon as possible to one of the people detailed
in the “Raising Concerns” section above.


 




    	 



    	 



    

If the Company determines
that the outside work or other relationship of an officer, director or employee interferes with performance or the ability to meet
the requirements of the Company, as they are modified from time to time, the party may be asked to terminate the outside employment
or other relationship if he or she wishes to remain employed by the Company or as an officer or director of the Company. To protect
the interests of both the officers, directors, and employees and the Company, any such outside work or other activity that involves
potential or apparent conflict of interest may be undertaken only after disclosure to the Company by the party and review and approval
by management.


 


		6.	Confidentiality Concerning Company Affairs



 


It is the Company’s
policy that business affairs of the Company are confidential and should not be discussed with anyone outside the organization except
for information that has already been made available to the public. See the Company’s “Confidential Information
Policy” for more detail.


 


		7.	Competition and Fair Dealing



 


We seek to out-perform
our competition fairly and honestly. We seek competitive advantages through superior performance, not through unethical or illegal
business practices. Information about other companies and organizations, including competitors, must be gathered using appropriate
methods. Illegal practices such as trespassing, burglary, misrepresentation, wiretapping, and stealing are prohibited. Possessing
trade secrets that were obtained without the owner’s consent, or inducing such disclosures by customers or past or present
employees of other companies is prohibited. Each employee and officer should endeavor to respect the rights of, and deal fairly
with, our customers, suppliers, competitors, and employees. No employee, officer or director should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business
practice.


 


		8.	Insider Trading



 


The Company encourages
all employees to become shareholders on a long-term investment basis. However, management, employees, members of the Board of Directors
and others who are in a “special relationship” with the Company from time to time, may become aware of corporate developments
or plans which may affect the value of the Company’s shares (inside information) before these developments or plans are made
public. Blackout periods may be imposed during certain times throughout the year and during this time, all Company employees, officers
and directors are prohibited from buying or selling the Company’s securities. In order to avoid civil and criminal insider
trading violations, the Company may establish an insider trading policy.


 


		9.	Telecommunications



 


Telecommunications facilities
such as telephone, cellular phones, facsimile, internet, and email are the Company property. Use of these facilities imposes certain
responsibilities and obligations on all employees, officers and directors. Usage must be ethical and honest with a view to preservation
of and due respect for the Company’s intellectual property, security systems, personal privacy, and freedom of others from
intimidation, harassment, or unwanted annoyance.


 


		10.	Accuracy of Company Records



 


We are required to record
and, in certain instances, publicly report all internal and external financial records in compliance with U.S. Generally Accepted
Accounting Principles (GAAP) and the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Therefore, you are responsible for ensuring the accuracy of all books and records within your control and complying with all of
the Company’s policies and internal controls.


 




    	 



    	 



    

All
Company information must be reported accurately, whether in internal personnel, safety, or other records or in information we
release to the public or file with government agencies.


 


		11.	Financial Reporting and Disclosure Controls



 


If in the future we are
required to file periodic and other reports with the SEC and other securities regulators and to make certain public communications,
we will be required to maintain effective “disclosure controls and procedures” so that financial and non-financial
information is reported timely and accurately both to our senior management and in the filings we make. You are expected, within
the scope of your employment duties, to support the effectiveness of our disclosure controls and procedures.


 


		12.	Customers and Business Partners



 


We strive to achieve
satisfied customers who will be repeat buyers of our products and services and to building mutually advantageous alliances with
our business partners.


 


Our long-term reputation
and business viability depend upon our continued maintenance of the high quality of the products and services we provide. We are
committed to delivering products that perform as documented and as represented to the customer.


 


Our policy is to build
lasting relationships with our customers and business partners through superior delivery and execution and honest sales and marketing.
We will comply with applicable advertising laws and standards, including a commitment that our advertising and marketing will be
truthful, non-deceptive, and fair and will be backed up with evidence before advertising claims are made. Our policy also prohibits
making false or deceptive statements about our competitors and giving or accepting kickbacks, bribes, inappropriate gifts and other
matters prohibited under the conflict of interest topic in this Code.


 


		13.	Health and Safety



 


The Company is committed
to making the work environment safe, secure, and healthy for its employees and others. The Company complies with all applicable
laws and regulations relating to safety and health in the workplace. We expect each of you to promote a positive working environment
for all. You are expected to consult and comply with all Company rules regarding workplace conduct and safety. You should immediately
report any unsafe or hazardous conditions or materials, injuries, and accidents connected with our business and any activity that
compromises Company security to your supervisor. You must not work under the influence of any substances that would impair the
safety of others. All threats or acts of physical violence or intimidation are prohibited.


 


		14.	Respect for Our Employees



 


The Company’s employment
decisions will be based on reasons related to our business, such as job performance, individual skills and talents, and other business-related
factors. The Company policy requires adherence to all national, provincial or other local employment laws. In addition to any other
requirements of applicable laws in a particular jurisdiction, the Company policy prohibits discrimination in any aspect of employment
based on race, color, religion, sex, national origin, disability, age or gender orientation, within the meaning of applicable laws.


 


		15.	Abusive or Harassing Conduct Prohibited



 


The Company policy prohibits
abusive or harassing conduct by our employees and officers toward others, such as unwelcome sexual advances, comments based on
ethnicity, religion, gender orientation, or race, or other non-


 




    	 



    	 



    

business,
personal comments or conduct that make others uncomfortable in their employment with us. We encourage and expect you to report
harassment or other inappropriate conduct as soon as it occurs.


 


		16.	Privacy



 


The Company, and companies
and individuals authorized by the Company, collect and maintain personal information that relates to your employment, including
compensation, medical and benefit information. The Company follows procedures to protect information wherever it is stored or processed,
and access to your personal information is restricted. Your personal information will only be released to outside parties in accordance
with the Company’s policies and applicable legal requirements. Employees, officers and directors who have access to personal
information must ensure that personal information is not disclosed in violation of the Company’s policies or practices.


 


		17.	Waivers and Amendments



 


Only the Board of Directors
may waive application of or amend any provision of this Code. A request for such a waiver should be submitted in writing to the
Board of Directors for its consideration. The Company will promptly disclose to investors all substantive amendments to the Code,
as well as all waivers of the Code granted to directors or officers in accordance with applicable laws and regulations.


 


		18.	No Rights Created



 


This Code is a statement
of the fundamental principles and key policies and procedures that govern the conduct of our business. It is not intended to and
does not, in any way, constitute an employment contract or an assurance of continued employment or create any rights in any employee,
director, client, supplier, competitor, stockholder or any other person or entity.


 


Any change or waiver
to this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or regulation.


 


[Adopted by the Board
of Directors on May 18, 2016]