1. Purpose and Scope

This Code of Business Conduct and Ethics (“Code”) establishes the standards of ethical conduct and legal compliance expected of all directors, officers, employees, consultants, and contractors (collectively, “Covered Persons”) of Medlab Group Inc (the “Company”). For purposes of this Code, "Personnel" shall have the same meaning as "Covered Persons."

The Company is committed to conducting business with integrity, transparency, and accountability, and in compliance with all applicable federal, state, local, and international laws, regulations, and stock exchange requirements, including those of the NYSE American and the U.S. Securities and Exchange Commission (SEC). Where laws or regulations conflict, the Company shall comply with the more stringent requirement or seek legal guidance.

2. Compliance With Laws and Regulations

All Personnel must comply with all applicable laws and regulations, including but not limited to:

• Securities laws and NYSE American listing standards

• FDA, EMA, and other global regulatory requirements

• Anti-bribery and anti-corruption laws (including the FCPA)

• Healthcare fraud and abuse laws

• Data privacy and cybersecurity laws

• Environmental, health, and safety laws

Failure to comply may result in disciplinary action, up to and including termination of employment or service, civil liability, and criminal prosecution where applicable. The Company reserves the right to report violations to appropriate governmental authorities.

3. Ethical Conduct and Integrity

Personnel must:

• Act honestly, ethically, and in good faith

• Avoid conduct that could damage the Company’s reputation

• Treat colleagues, collaborators, patients, investigators, and partners with respect

• Never engage in fraud, misrepresentation, deceptive practices, or any conduct that violates federal or state securities laws, including but not limited to making false or misleading statements in connection with the purchase or sale of securities

• 4. Clinical Research and Regulatory Integrity

• Given the Company’s biotechnology focus, special care must be taken to ensure:

• Accuracy, completeness, and integrity of clinical, preclinical, and manufacturing data

• Compliance with Good Clinical Practice (GCP), Good Laboratory Practice (GLP), and Good Manufacturing Practice (GMP)

• Ethical treatment of clinical trial participants

• Transparent and accurate communications with regulatory authorities

Falsification, manipulation, fabrication, or selective omission of data is strictly prohibited and may constitute a federal crime under 18 U.S.C.  1001 (false statements) and other applicable laws. Any concerns regarding data integrity must be reported immediately to the Compliance Officer.

5. Conflicts of Interest

Personnel must avoid conflicts of interest or situations that appear to compromise independent judgment.

Conflicts may include:

• Financial interests in competitors, suppliers, or partners

• Outside employment or consulting that interferes with Company duties

• Personal relationships that affect business decisions

All actual or potential conflicts must be disclosed in writing within five (5) business days of becoming aware of the conflict to the Compliance Officer (or, for executive officers and directors, to the Audit Committee of the Board of Directors). The Company will review all disclosures and provide written guidance on how to manage or eliminate the conflict. Failure to disclose a conflict of interest may result in disciplinary action.

6. Insider Trading and Confidential Information

Personnel may have access to material nonpublic information ("MNPI"). Trading on or tipping MNPI violates federal securities laws, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, and may result in civil penalties, criminal prosecution, and imprisonment. It is strictly prohibited to:

Trade Company securities while in possession of material nonpublic information

Share such information with others (“tipping”)

Confidential information includes:

• Clinical trial results

• Regulatory submissions or feedback

• Financial results or projections

• Intellectual property and trade secrets

All Personnel must comply with the Company’s Insider Trading Policy, which is incorporated herein by reference and available at [location]. Personnel should consult the Insider Trading Policy or contact the Compliance Officer before trading in Company securities or the securities of any company about which they possess MNPI through their relationship with the Company.

7. Accurate Books, Records, and Public Disclosures

The Company’s books, records, and public disclosures must be:

• Accurate, complete, and timely

• Maintained in accordance with applicable accounting standards and laws

Personnel involved in financial reporting or public disclosures must ensure that all information provided to investors, regulators, and the public is accurate, complete, timely, and not misleading, in compliance with Generally Accepted Accounting Principles (GAAP), SEC regulations including Regulation S-K and Regulation S-X, and the Sarbanes-Oxley Act of 2002. The Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting as required by the Sarbanes-Oxley Act.

8. Anti-Bribery and Anti-Corruption

The Company prohibits bribery or improper payments of any kind, including to:

• Government officials

• Healthcare professionals

• Regulatory authorities

No Personnel may offer, promise, authorize, give, or accept bribes, kickbacks, or improper benefits, whether directly or through third parties. This prohibition applies to interactions with both private parties and government officials. Violations of the Foreign Corrupt Practices Act (FCPA) and similar anti-corruption laws can result in significant fines and imprisonment for both individuals and the Company. All Personnel must comply with the Company's Anti-Corruption Policy and complete required anti-corruption training.

9. Fair Dealing and Competition

Personnel must deal fairly with:

• Customers and patients

• Vendors and suppliers

• Research collaborators and partners

The Company prohibits unfair competition, anticompetitive practices, and misrepresentation of competitors. Personnel must comply with all applicable antitrust and competition laws, including the Sherman Act, Clayton Act, and Federal Trade Commission Act. Personnel should not discuss or agree with competitors regarding prices, market allocation, bid rigging, or other competitively sensitive information. Any questions regarding antitrust compliance should be directed to the General Counsel.

10. Use of Company Assets

Company assets—including data, intellectual property, funds, and equipment—must be used responsibly and for legitimate business purposes only.

Unauthorized use, theft, or misuse of Company assets is prohibited and may constitute a crime under federal and state law. Personnel must safeguard Company assets from loss, theft, damage, and misuse. Incidental personal use of Company resources (such as phones or computers) may be permitted if it does not interfere with job performance, is not excessive, and complies with Company policies.

11. Workplace Conduct and Safety

The Company is committed to:

• Equal employment opportunity

• A workplace free from discrimination, harassment, and retaliation

• A safe and healthy work environment

All Personnel must comply with all applicable federal, state, and local workplace and safety laws, including Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Occupational Safety and Health Act (OSHA), and related regulations. Personnel must immediately report any workplace safety concerns, discrimination, harassment, or retaliation to Human Resources or the Compliance Officer.

12. Reporting Concerns and Whistleblower Protection

Personnel have an affirmative obligation to report suspected violations of this Code, Company policies, or applicable laws. Failure to report known violations may itself be considered a violation of this Code and result in disciplinary action.

Reports may be made confidentially or anonymously to:

codeofconduct@medlab.group

The Company strictly prohibits retaliation against anyone who reports concerns in good faith, as required by Section 806 of the Sarbanes-Oxley Act, Section 21F of the Securities Exchange Act (Dodd-Frank whistleblower protections), and other applicable laws. Retaliation includes adverse employment actions such as termination, demotion, suspension, threats, harassment, or any other conduct that would dissuade a reasonable person from reporting violations. Any Personnel who engage in retaliation will be subject to disciplinary action, up to and including termination. Personnel who believe they have been retaliated against should immediately contact the Compliance Officer, General Counsel, or Audit Committee

13. Waivers

Any waiver of this Code for executive officers or directors may be made only by the Board of Directors or the Audit Committee and must be promptly disclosed to the extent required by SEC rules (including Item 5.05 of Form 8-K) and NYSE American listing standards. The Company will disclose any such waiver on Form 8-K within four business days or post the information on the Company's website. Waivers for other Personnel may be granted by the Compliance Officer or General Counsel with appropriate documentation.

14. Enforcement and Discipline

Violations of this Code may result in disciplinary action, up to and including termination of employment or service, and potential legal consequences.

15. Acknowledgment

All Personnel must acknowledge that they have read, understand, and agree to comply with this Code.

Board Approval

Adopted by the Board of Directors of Medlab Group Inc on 1st Jan 2026.