NoviqTech moves to secure ownership of platform IP
NoviqTech Limited (ASX: NVQ) has entered into an agreement through its subsidiary NVQ Services Pty Ltd to acquire software, source code, and related intellectual property from Morphotech Pte. Ltd., a Singapore-based entity, for AUD $67,000 plus GST (if applicable), subject to shareholder approval.
The intellectual property in question, referred to in the agreement as the Post-Termination IP, is currently used in connection with the company’s Carbon Central and Fuel Central platforms and associated customer implementations. These are live, operational products, meaning the IP acquisition directly underpins existing revenue-relevant activity. The Post-Termination IP was developed by Morphotech after the termination of the Master Services Agreement (MSA) between NVQ Services and Morphotech UK on 7 April 2026.
The Carbon Central divestment that NoviqTech had previously pursued was terminated in August 2026 after ASX flagged conditions that the Board determined could not be satisfied, leaving the company retaining these software assets and resetting its strategic position around them.
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Key terms of the Morphotech IP agreement
The agreement establishes a two-stage structure: an immediate interim licence to protect business continuity, followed by a conditional transfer of full ownership upon shareholder approval. The three key terms are as follows:
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Interim Licence: Effective immediately, Morphotech grants NVQ Services a non-exclusive, royalty-free licence to access and use the Post-Termination IP. This licence remains in place until the earlier of the Post-Termination IP transfer or termination of the agreement. No consideration or other benefit is payable to Morphotech under this licence, and ownership does not transfer at this stage.
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Conditional acquisition: Subject to Shareholder Approval, Morphotech will transfer full ownership and control of the Post-Termination IP to NVQ. The consideration payable by NVQ to Morphotech for this transfer is AUD $67,000 plus GST (if applicable), a modest outlay relative to the operational significance of the IP to live customer platforms.
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Approval deadline: NVQ must use reasonable endeavours to obtain Shareholder Approval by 31 December 2026 (the Long-Stop Date). If shareholders reject the resolution or approval is not obtained by the Long-Stop Date, the Interim Licence automatically terminates (unless otherwise agreed), NVQ must cease use of the Post-Termination IP, Morphotech retains ownership, and no consideration is payable.
Understanding related-party rules and why shareholder approval is required
Shareholder approval is required because Morphotech Pte. Ltd. is associated with Freddy El Turk, a former NoviqTech director. Under ASX Listing Rules, a person who has ceased to be a director remains classified as a related party for six months following their departure from the board. As a result, the acquisition of the Post-Termination IP from Morphotech falls under ASX Listing Rule 10.1.
Listing Rule 10.1 requires that a listed company obtain shareholder approval before acquiring or disposing of a substantial asset involving a related party. The rule exists to protect investors from potential conflicts of interest by ensuring that shareholders have direct oversight of transactions connected to current or recently departed insiders.
This is a standard governance process rather than an indicator of any irregularity. Alongside the notice of meeting, NoviqTech is required to provide an independent expert’s report, giving shareholders access to an objective assessment of the transaction before they vote. The mechanism is designed to place decision-making power with shareholders on related-party dealings of this nature.
Next steps toward shareholder approval
The pathway to completing the IP acquisition involves several defined steps:
- NoviqTech intends to seek Shareholder Approval “as soon as reasonably practicable.”
- A notice of meeting will be issued to shareholders, accompanied by an independent expert’s report.
- If shareholders approve, ownership of the Post-Termination IP transfers to NVQ for $67,000 plus GST (if applicable).
- The Long-Stop Date for obtaining approval is 31 December 2026.
In the interim, NoviqTech continues to operate Carbon Central and Fuel Central using the Post-Termination IP under the Interim Licence, ensuring that customer implementations and platform operations are unaffected while the approval process proceeds. Securing full ownership of the underlying IP is intended to provide a more stable foundation for these platforms and the company’s ongoing customer commitments.
The carbon credit offtake pathway NoviqTech is pursuing through its Coralia subsidiary, including a 12-month exclusive MOU with A Healthier Earth targeting a minimum 70% offtake of biochar credits, illustrates why maintaining stable, owned software infrastructure for Carbon Central is commercially significant to the company’s broader monetisation thesis.
| Event | Detail | Date / Amount | Status |
|---|---|---|---|
| Interim Licence effective | Non-exclusive, royalty-free licence granted to NVQ Services | Immediate | Active |
| Shareholder approval deadline | ASX Listing Rule 10.1 — related-party transaction approval required | 31 December 2026 | Pending |
| IP acquisition consideration | Full ownership and control of Post-Termination IP transfers to NVQ | $67,000 + GST (if applicable) | Subject to approval |
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