Exhibit 14.1

CODE OF BUSINESS CONDUCT AND ETHICS

As Amended and Restated by the Board of Directors on

January 27, 2011

RE-ADOPTED 8-3-2020

TABLE OF CONTENTS

MIND TECHNOLOGY, INC.

_AND

ITS SUBSIDIARIES

CODE OF BUSINESS CONDUCT AND ETHICS

The Board of Directors (the “Board”) of MIND Technology, Inc. has adopted this Code of Business Conduct and Ethics (this “Code”), which provides basic principles and guidelines to assist directors, officers and other employees of MIND Technology, Inc. and its subsidiaries (collectively, the “Company”) in complying with the legal and ethical requirements governing the Company’s business conduct. This Code covers a wide range of business practices and procedures but does not cover every issue that may arise.

This Code represents both the code of ethics for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions (collectively, “Senior Financial Officers”) under the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the code of business conduct and ethics for directors, officers and other employees under the listing standards of The NASDAQ Stock Market LLC (the “NASDAQ”). This Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

The Company’s fundamental policy is to conduct its business with honesty and integrity in accordance with the highest legal and ethical standards. The Company and its directors, officers and other employees must comply with all applicable legal requirements of the United States and each other country in which the Company conducts business. The Company’s directors, officers and other employees must comply with the spirit as well as the letter of this Code. Directors, officers and other employees must not attempt to achieve indirectly, through the use of agents or other intermediaries, what is prohibited directly by this Code.

The Company reserves the right to add to, modify and rescind this Code or any portion of it at any time. This Code governs in the event of any conflict or inconsistency between this Code and any other materials distributed by the Company. If a law conflicts with a policy in this Code, you must comply with the law.

Abiding by the law is the foundation on which this Company’s reputation is built. Directors, officers and other employees will obey the applicable laws, rules and regulations of the United States and those states, counties, cities and jurisdictions in which the Company conducts its business and to which the Company and its directors, officers or other employees are subject. This Code does not summarize all such laws, rules and regulations, but it is important to know enough to determine when to seek advice from your supervisor, manager or appropriate personnel.

A conflict of interest occurs when an individual’s private interest interferes in any way with the interests of the Company as a whole. This situation can arise when a director, officer or other employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest also arise when a director, officer or other employee, or a member of such person’s family or household, receives improper personal benefits as a result of the director’s, officer’s or other employee’s position with the Company. A conflict of interest is deemed to exist whenever, as a result of the nature or responsibilities of his or her relationship with the Company, a director, officer or other employee is in a position to further any personal financial interest or the financial interest of any member of such person’s family.

No director, officer or other employee, regardless of level, is permitted to engage in any business or conduct or enter into any agreement or arrangement that would give rise to actual or potential conflicts of interest. Directors, officers and other employees should not permit themselves to be placed in a position that might give rise to the appearance that a conflict of interest has arisen.

While it is not possible to describe all circumstances where a conflict of interest involving a director, officer or other employee exists or may exist, the following situations may involve actual or potential conflicts of interest:

The following situations should not be considered conflicts of interest:

These examples are given only to guide directors, officers and other employees in making judgments about conflicts of interest. If any director, officer or other employee finds himself or herself in a situation where a conflict of interest exists or may exist, he or she should follow the procedures and policies outlined in Sections XVI and XVII of this Code.

Actual or potential conflicts of interest involving a non-officer employee, or a member of such person’s immediate family, must be reported by the affected person (or by others having knowledge of the existence of the actual or potential conflicts of interest) to the employee’s immediate supervisor, who will consult with the Company’s Compliance Officer to determine whether a conflict of interest actually exists and to recommend measures to be taken to neutralize the adverse effect of the conflict of interest reported, if such measures are available or appropriate under the circumstances. This procedure will be applied so as to minimize its effect on the personal affairs of employees consistent with the protection of the Company’s interests. The matter may also be referred to the Board for its approval or rejection.

An actual or potential conflict of interest involving a director or officer, or a member of such person’s immediate family, must be reported by the affected person (or by others having knowledge of the existence of the actual or potential conflict of interest) to the Company’s Compliance Officer, who will promptly disclose the possible conflict of interest to the Board at the earliest time practicable under the circumstances. The possible conflict of interest will be made a matter of record, and the Board will determine whether the possible conflict of interest indeed constitutes a conflict of interest. The Board’s approval will be required prior to the consummation of any proposed transaction or arrangement that is determined by the Board to constitute a conflict of interest.

Any member of the Board or any officer having a possible conflict of interest in any proposed transaction or arrangement is not permitted to vote (in the case of a member of the Board) or use his or her personal influence on the matter being considered by the Board. Any member of the Board having a possible conflict of interest is not counted in determining the quorum for consideration and vote on the particular matter. Finally, any member of the Board or any officer having a possible conflict of interest must be excused from any meeting of the Board during discussion (subject to the exception set forth in the paragraph below) and vote on the particular matter (in the case of an interested director). The minutes of the Board meeting should reflect the disclosure, the absence from the meeting of the interested director or officer, the abstention from voting (in the case of an interested director) and the presence of a quorum. The proposed transaction or arrangement is considered approved if it receives the affirmative vote of a majority of the disinterested members of the Board (even if the disinterested members are less than a quorum).

The foregoing requirements do not prohibit the interested director or officer from briefly stating his or her position on the matter or from answering pertinent questions of the disinterested members of the Board, as the interested director’s knowledge may be of assistance to the other Board members in their consideration of the matter.

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except to conduct Company business. Purchasing or selling, whether directly or indirectly, the Company’s securities while in possession of material non-public information is both unethical and illegal. Directors, officers and other employees are prohibited by law from disclosing material non-public information to others who might use the information to directly or indirectly place trades in the Company’s securities. All directors, officers and other employees are required to comply with the Company’s Insider Trading Policy.

1.       Books and Records. The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. As such, the Company’s books, records and accounts must accurately and fairly reflect the Company’s transactions in reasonable detail and in accordance with the Company’s accounting practices and policies. The following examples are given for purposes of illustration and are not intended to limit the generality of the foregoing in any way:

2.       Internal Accounting Controls. The Company’s principal executive officer and principal financial officer are responsible for implementing and maintaining a system of internal accounting controls sufficient to provide reasonable assurances that:

3.       Employee Conduct. No director, officer or other employee of the Company is permitted to willfully, directly or indirectly:

Director, officers and other employees must exercise reasonable due diligence in order to avoid the events described above. If an employee believes that the Company’s books and records are not being maintained in accordance with these requirements, the employee should follow the procedures and policies outlined in Sections XVI and XVII of this Code.

1. Payments for Third Party Services. All commission, distributor or agency arrangements must be in writing and provide for the services to be performed and for a fee that is reasonable in amount and reasonably related to the services to be rendered.

2. Manner of Payment. All payments for commissions, discounts or rebates should be made by the Company’s check or draft (not by cashier’s check or in currency) or by electronic transfer in the name of the agent, distributor or customer and should be (a) personally delivered to the payee in the country in which the business was transacted or (b) sent to the payee’s business address or designated bank in the country in which the business was transacted.

3. Payments Outside the United States. When the payee represents in writing or presents a written opinion from a reputable local counsel, or the Company has determined after consulting the counsel, that a payment outside the country in which the business was transacted does not violate any law of that country, that payment may be permitted upon approval from the Company’s principal financial officer or other applicable officer.

4. Credit Memoranda. Credit memoranda are the preferred method of affecting a rebate and generally should be issued to the customer unless the Company’s check or draft (not a cashier’s check or currency) or electronic transfer is necessary due to the nature of the transaction. Any check or draft should refer to the sales invoices involved and indicate the amount of discount or rebate and number of units.

5. Accounting Records. All payments or discounts, rebates and commissions must be disclosed in the Company’s accounting records. Proper documentation of contracts and agreements will be maintained.

Without the written consent of the Board, directors, officers and other employees are prohibited from taking for themselves an opportunity that is (1) a potential transaction or matter that may be an investment or business opportunity or prospective economic or competitive advantage in which the Company could reasonably have an interest or expectancy or (2) discovered through the use of corporate property, information or position. In addition, directors, officers and other employees are prohibited from using corporate property, information or position for personal gain and competing with the Company directly or indirectly. Directors, officers and other employees of the Company owe a primary duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Directors, officers and other employees must maintain the confidentiality of information entrusted to them by the Company or its customers, except when disclosure is either expressly authorized by the Company or required by law. Confidential information includes all non-public information that, if disclosed, might be of use to competitors or harmful to the Company or its customers. Confidential information also includes written material provided and information discussed at all meetings of the Board or any committee thereof and all information that is learned about the Company’s suppliers and customers that is not in the public domain. The obligation to preserve confidential information continues even after employment or agency with the Company ends. Any documents, papers, records or other tangible items that contain trade secrets or proprietary information are the Company’s property.

The Company will compete fairly and honestly and gain advantages through superior performance, not unethical or illegal business practices. Directors, officers and other employees should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No director, officer or other employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice involving unfair dealing.

A.         Protection and Proper Use of Company Assets

The use of any Company funds or assets for any unlawful or improper purpose is prohibited. All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be reported immediately for investigation. Company equipment should not be used for non-business related purposes, though incidental personal use may be permitted (such as occasional use of the Company’s stationery, supplies, copying facilities, personal computers, or telephone when the cost to the Company is insignificant).

The obligation of employees to protect the Company’s assets includes an obligation to protect the Company’s proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information violates Company policy, and it could also be illegal and result in civil or criminal penalties.

B.         Questionable or Improper Payments and Gifts

1. Payments or Gifts Made. No payments or gifts from the Company’s funds or assets may be made to or for the benefit of a representative of any domestic or foreign government (or subdivision thereof), labor union or any current or prospective customer or supplier for the purpose of improperly obtaining a desired government action or any sale, purchase, contract or other commercial benefit. This prohibition applies to direct or indirect payments made through third parties and employees and is also intended to prevent bribes, kickbacks or any other form of payoff.

2. Payments or Gifts Received. Directors, officers and other employees of the Company are prohibited from accepting payments or gifts of the kinds described in this Section IX.

3. Gifts to Government Personnel. Nothing of value (for example, gifts or entertainment) may be provided to government personnel unless permitted by law and any applicable regulation. Commercial business entertainment and transportation that is reasonable in nature, frequency and cost is permitted as provided for in the Company’s Anti-Corruption Manual.

4. Proper Documentation. All arrangements with third parties (such as distributors or agents) should be evidenced or memorialized in a written contract, order or other document that describes the goods or services that are in fact to be performed or provided and should be for reasonable fees or costs.

5. Extension of Credit by the Company. No director, officer or other employee may seek or accept from the Company credit, an extension of credit or the arrangement of an extension of credit in the form of a personal loan. Any personal loan existing at the time of adoption of this Code may not be materially modified, extended or renewed.

It is the Company’s policy to cooperate with all governmental investigative authorities. Each director, officer and other employee are required to retain any record, document or tangible object of the Company that is known to be the subject of an investigation or litigation.

It is a violation of this Code for any director, officer or other employee to knowingly alter, destroy, mutilate, conceal, cover up, falsify or make a false entry in any record, document or tangible object with the intent to impede, obstruct or influence the investigation or proper administration of any matter within the jurisdiction of any state, federal department or agency or any bankruptcy or in relation to or contemplation of any such matter or case.

All directors, officers and other employees, regardless of position, are expected to work together to meet the following objectives:

In addition to the objectives set forth above, members of the management team are expected to:

The Company values the diversity of its employees and is committed to providing an equal opportunity in all aspects of employment to all employees without regard to race, color, gender, religion, age, national origin, citizenship status, military service or reserve or veteran status, sexual orientation or disability. Directors, officers and other employees should use reasonable efforts to seek business partners for the Company that do not discriminate in hiring or in their employment practices, and who make decisions about hiring, salary, benefits, training opportunities, work assignments, advancement, discipline, termination and retirement solely on the basis of a person’s ability to perform the tasks required by their position.

The Company recognizes and respects the right of employees to exercise their lawful rights of free association, including joining or electing not to join any association. The Company expects its business partners to also adhere to these principles.

The Company will not condone any type of harassment, abuse or punishment, whether corporal, mental or physical, of an employee by a director, officer or other employee or any partner, customer or supplier of the Company.

The Company is committed to conducting its business in compliance with applicable health, safety and environmental laws, rules and regulations in a manner that has the highest regard for the health and safety of human life and the environment. Each employee has the responsibility for maintaining a healthy, safe and environmentally-friendly workplace by following health, safety and environmental laws, rules and regulations and reporting accidents, injuries and unsafe equipment, practices or conditions.

Directors, officers and other employees should be aware that health and safety laws may provide for significant civil and criminal penalties against individuals and the Company for the failure to comply with applicable requirements.

Accordingly, each director, officer and other employee must comply with all applicable safety and health laws, rules and regulations, including occupational safety and health standards.

Directors, officers and other employees should be aware that environmental laws may provide for significant civil and criminal penalties against individuals and/or the Company for failure to comply with applicable requirements. Accordingly, each director, officer and other employee must comply with all applicable environmental laws, rules and regulations.

Employees should report to work in a condition allowing them to perform their duties free from the influence of drugs, alcohol or other controlled substances. The use of illegal drugs in the workplace will not be tolerated.

Violence and threatening behavior are not permitted.

The U.S. Foreign Corrupt Practices Act 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. Please refer to the Company’s Anti-Corruption Manual for governing policies and procedures.

The Company encourages the personal and financial participation of its directors, officers and other employees in federal, state and local elective processes. Federal law prohibits the Company from making any direct contribution or expenditure to a candidate or candidate’s campaign in any federal election. Although there are exceptions, most states also prohibit the use of corporate treasury funds to influence state elections.

It is the Company’s policy not to make direct or indirect political contributions in support of any party or candidate in any U.S. election, whether federal, state or local, except as stated above. For the purposes of this policy, the purchase of tickets for dinners, advertising in political program booklets, use of the Company’s duplicating facilities, compensated employee activity, employee contributions reimbursed through expense accounts and similar donations in kind are considered political contributions. These are merely examples of political contributions, and the preceding list is not intended to be exhaustive.

The Company may on occasion contribute to state and local office candidate committees and to state and local initiatives or referendum campaigns where the Company’s interests are directly involved and where permitted by state and local law. Proposed political contributions require a brief description of the purpose of the proposed contribution and a written legal opinion that confirms that the proposed contribution is lawful under all applicable laws. The documentation for proposed contributions must receive approval in advance by the Company’s Compliance Officer to ensure full compliance with applicable state and local regulations and reporting requirements.

To the extent permitted by law, the Company’s resources may be used to establish and administer a political action committee or separate segregated fund. All proposed activities must be submitted for review and approval by the Board prior to their implementation.

In accordance with the Company’s Anti-Corruption Manual, no Company funds or assets, including the work time of an employee, will be contributed, loaned, or made available, directly or indirectly, to any political party or the campaign of any candidate for political office, even if such contributions are permitted by foreign written laws.

The Company’s Senior Financial Officers, as well as the Company’s financial and accounting staff will exhibit and promote the highest standards of honest and ethical conduct to the best of their knowledge and abilities by:

Directors, officers or other employees who have questions on how to proceed or interpret this Code should consult their supervisor or any other person(s) designated by the Board to supervise the application of this Code. See below for a listing of compliance procedures.

A director, officer or other employee may encounter a situation in which it is difficult to determine how to proceed while also complying with this Code. Since not every situation that will arise can be anticipated, it is important to have a way to approach a new question or problem. When considering these situations, a director, officer or other employee should:

The Company proactively promotes ethical behavior.

Directors, officers and other employees should promptly report violations of applicable laws, rules and regulations (including, without limitation, the listing requirements of the NASDAQ, this Code or any other code, policy or procedure of the Company to appropriate personnel.

Directors, officers and other employees are expected to cooperate in internal investigations of misconduct.

Any retaliation for reports of misconduct by others, made in good faith by a director, officer or other employee, will not be tolerated. Any director, officer or other employee who engages in retaliation is subject to discipline, up to and including discharge from the Company, and where appropriate, civil liability and/or criminal prosecution.

The Company expects directors, officers and other employees to adhere to this Code in carrying out their duties or responsibilities for the Company. Those who violate the policies in this Code will be subject to disciplinary action, up to and including discharge from the Company, and where appropriate, civil liability and/or criminal prosecution. If you are in a situation that you believe may violate this Code, you should follow the procedures and policies outlined in Sections XVI and XVII of this Code.

Any waiver of this Code may be made only by the Board, and such waiver, and the reasons therefore, will be promptly disclosed to shareholders and others as required by law or stock exchange regulation.

The Board will help ensure this Code is properly administered. The Board or a committee of the Board will be responsible for the annual review of the procedures in place to implement this Code. Any changes to this Code require approval by the Board and will be promptly disclosed as required by law or regulation.

All directors, officers and other employees of the Company must execute the attached certification. To that end, all officers and supervisors are responsible for reviewing this Code with their employees and ensuring that they have signed the attached certification. Officers and supervisors of the Company also have a duty to help ensure compliance with this Code through the review of practices and procedures in place to facilitate compliance with this Code.

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge that I have read and understand the Code of Business Conduct and Ethics (the “Code”) for MIND Technology, Inc. and its subsidiaries (collectively, the “Company”). I agree that I will comply with the policies and procedures set forth in the Code. I understand and agree that, if I am an employee of the Company, my failure to comply in all respects with the Company’s policies, including the Code, is a basis for termination for cause of my employment with the Company to which my employment now relates or may in the future relate.

In addition, I agree to promptly submit a written report describing any circumstances in which:

I am unaware of any violations or suspected violations of the Code by any employee except as described below or on the attached sheet of paper. (If no exceptions are noted, please check the space provided below.)

          No exceptions

To the best of my knowledge and belief, neither I nor any member of my family has any interest or affiliation or has engaged in any activity that might conflict with the Company’s interest, except as described below or on the attached sheet of paper. (If no exceptions are noted, please check the space provided below.)

          No exceptions

I am aware that this signed Certification will be filed with my personal records.

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