EXHIBIT 14.1
**DEXTERITY SURGICAL, INC.**
**CODE OF ETHICS**
**FOR SENIOR FINANCIAL OFFICERS**
**Preface**
     The Board of Directors (“Board”) of Dexterity Surgical, Inc. (the“Company”) has adopted this Code of Ethics for Senior Financial Officers(“Code”) of the Company. This Code shall be applicable to the Company’s chiefexecutive officer, chief financial officer and any other employees of theCompany performing similar functions (the “Senior Financial Officers”).
**I. Purpose**
     The purpose of this Code is to codify those standards that the Companybelieves are reasonably designed to deter wrongdoing and to promote, on thepart of the Senior Financial Officers, adherence to the following principles inall material respects:
     **·**  Honest and ethical conduct, including the ethical handling of actual orapparent conflicts of interest between personal and professional relationships;
     **·**  Full, fair, accurate, timely and understandable disclosure in reportsand documents that the Company files with, or submits to, the Securities andExchange Commission (the “SEC”) and in other public communications made by theCompany;
     **·**  The prompt internal reporting to an appropriate person or personsidentified in this Code of violations of this Code; and
     **·**  Accountability for adherence to this Code.
     No provision of this Code, however, is intended to create any right infavor of any third party, including any stockholder, officer, director oremployee of the Company, in the event of a violation of any provision of thisCode.
**II.** **Honest and Ethical Conduct and Ethical Handling of Conflicts of Interest**
   The Senior Financial Officers should conduct themselves and theiractivities on behalf of the Company, its subsidiaries and affiliatedentities in an honest and ethical manner and in a manner that complieswith this Code.
   The Senior Financial Officers should endeavor to avoid any actual orpotential conflict of interest between their personal and professionalrelationships. The Senior
 

 

Financial Officers should promptly disclose all material facts relatingto their relationships or financial interests which give rise, directlyor indirectly, to an actual or potential conflict of interest in a reportto the Audit Committee of the Board. No Senior Financial Officer shouldknowingly become involved in any actual or potential conflict of interestwithout the relationship or financial interest having been approved bythe Board or the Audit Committee thereof.
**III.** **Disclosure in SEC Filings and Other Public Communications**
     The Senior Financial Officers should conduct themselves and theiractivities on behalf of the Company, its subsidiaries and affiliatedentities in a manner which promotes the full, fair, accurate, timely andunderstandable disclosure, in accordance with applicable laws, rules orregulations, of all material information required to be included in (i)each report or other document required to be filed or submitted by theCompany with the SEC and (ii) in all other public communications made bythe Company. To this end, the Senior Financial Officers should overseethe establishment and management of the Company’s internal controls anddisclosure controls and procedures to enable:
        **·**  The Company’s consolidated financial statements and the notes thereto topresent fairly, in all material respects, the financial position, the resultsof operations and the cash flows of the Company as of and for the period(s)indicated in conformity with accounting principles generally accepted in theUnited States; and
        **·**  The Senior Financial Officers are to bring to the attention of the AuditCommittee of the Board any information, of which they are aware, concerning (i)significant deficiencies in the design or operation of internal controls whichcould adversely affect the Company’s ability to record, process, summarize andreport financial data or (ii) any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the Company’sfinancial reporting, disclosures or internal controls.
**IV.** **Compliance with Applicable Laws, Rules and Regulations**
     The Senior Financial Officers should encourage and promotecompliance by all employees of the Company, its subsidiaries andaffiliated entities with the laws, rules and regulations applicable totheir business and operations, including the retention and disposal ofbusiness documents and records.
**V.  ** **Reporting Code Violations**
     Senior Financial Officers should report to the Company’s chiefexecutive officer and to the Audit Committee (and any other appropriatecommittee thereof) of the Board any known or suspected violation of thisCode by any Senior Financial Officer.
**VI.** **Consequences for Non-Adherence to Code Provisions**
     Each Senior Financial Officer shall be personally responsible andaccountable for his or her adherence to the provisions of this Code inall material respects. The Company, at the direction of the Board (orthe Audit Committee or other appropriate
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committee thereof), may impose such sanctions, including dismissal forcause, for a Senior Financial Officer’s violation of this Code as theBoard (or the Audit Committee or other appropriate committee thereof)shall determine, under the circumstances, to be in the best interests ofthe Company and its stockholders.
**VII.** **Waiver and Amendment of the Code**
     Any waiver of this Code may be made only by the Board (or the AuditCommittee or other appropriate committee thereof) and must be reportedand disclosed as required by and in accordance with applicable laws,rules and regulations.
     This Code may be amended from time to time by the Board or anappropriate committee thereof and any amendment must be reported anddisclosed as required by and in accordance with applicable laws, rulesand regulations.
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