NoviqTech Limited (ASX: NVQ), a technology company that provides platforms such as Carbon Central and Fuel Central for various customer implementations, has announced an agreement to acquire specific software and intellectual property from Morphotech Pte. Ltd. The acquisition involves “Post-Termination IP” developed by Morphotech for NVQ Services subsequent to the termination of a previous Master Services Agreement on 7 April 2026. This transaction is considered a related party acquisition as Morphotech Pte. Ltd. is associated with former NVQ director Freddy El Turk, triggering the requirement for shareholder approval under ASX Listing Rule 10.1.
The Post-Termination IP is integral to NVQ Services’ operations, being utilised within the company’s Carbon Central and Fuel Central platforms, as well as related customer implementations. Pending shareholder approval for the full acquisition, NoviqTech Services Pty Ltd has been granted an immediate, non-exclusive, royalty-free interim licence to access and use this IP. This interim licence does not transfer ownership of the intellectual property, and no consideration or other benefit is payable to Morphotech for its use during this period.
Subject to obtaining shareholder approval, Morphotech will transfer ownership and control of the Post-Termination IP to NVQ for a consideration of AUD $67,000 plus GST, if applicable. NoviqTech is committed to using reasonable endeavours to secure shareholder approval for the acquisition and payment by 31 December 2026, designated as the Long-Stop Date. If shareholder approval is not obtained by this date, or if shareholders reject the resolution, the interim licence will automatically terminate, requiring NVQ to cease use of the IP, Morphotech will retain ownership, and no consideration will be payable by NVQ. The company plans to provide a notice of meeting, including an independent expert’s report, to shareholders as soon as practicable to facilitate the approval process.
