ITEM 5.05. AMENDMENTS TO THE REGISTRANT'S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.

On July 28, 2011, the Board of Directors of Ambient Corporation (the "Company") approved the replacement of the Company's existing "Code of Ethics for Senior Executive Officers and Senior Financial Officers" with a new Code of Business Conduct and Ethics (the "Code of Conduct"), which applies to all of the Company's directors, officers and employees, including its principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Company adopted the new Code of Conduct in connection with the listing of its common stock on the NASDAQ Capital Market. The new Code of Conduct, among other things, enhances the description of the policies and regulations pertaining to conflicts of interest, insider trading, confidentiality, honest and ethical conduct and fair dealing, protection and proper use of corporate assets, gifts and gratuities, accuracy of books and records and public reports, concerns regarding accounting and auditing matters, and dealing with independent auditors. The Code of Conduct also describes the procedures for waivers of the Code of Conduct and for reporting suspected violations of the Code. The foregoing summary is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is attached as Exhibit 14.1 to this Current Report on Form 8-K and which is incorporated by reference into this Item 5.05.

The Code of Conduct is available in the Investor Relations section of the Company's website at http://www.ambientcorp.com.