NoviqTech is seeking shareholder approval to acquire software and source code used by its Carbon Central and Fuel Central platforms from an entity associated with former director Freddy El Turk. Until the vote, the company has only an interim licence, creating a clear continuity risk if approval is not secured.
- AUD 67,000 plus GST acquisition price
- Interim royalty-free licence starts immediately
- Shareholder approval required under ASX Listing Rule 10.1
- Vote must be secured by 31 December 2026
- Failure would require NoviqTech to stop using the IP
Interim Licence Keeps Platform Access Open
NoviqTech Limited (ASX:NVQ) is temporarily relying on a royalty-free licence to use software, source code and related intellectual property supporting its Carbon Central and Fuel Central platforms. That arrangement takes effect immediately, but it is not a transfer of ownership. If shareholders reject the proposed acquisition, or approval is not obtained by the end of 2026, the licence will generally terminate and NoviqTech must cease using the materials.
AUD 67,000 Acquisition Awaits Shareholder Vote
Under the agreement, NoviqTech Services will acquire ownership and control of the post-termination intellectual property from Morphotech Pte. Ltd. for AUD 67,000 plus GST if applicable. The licence remains in place until the earlier of the IP transfer or termination of the agreement, with no consideration or other benefit payable for the interim access.
Former Director Connection Triggers Listing Rule
The transaction carries a governance angle because Morphotech is associated with former NoviqTech director Freddy El Turk. The company says Mr El Turk remains a related party for six months after leaving the board, bringing the proposed acquisition and payment within the scope of ASX Listing Rule 10.1 and making shareholder approval necessary.
31 December Deadline Sets the Next Catalyst
NoviqTech intends to issue a notice of meeting and an independent expert’s report as soon as reasonably practicable. It must use reasonable endeavours to obtain approval by 31 December 2026, unless the parties agree to extend that long-stop date in writing. If the vote fails or the deadline passes without approval, Morphotech keeps the IP, NoviqTech pays nothing for it and the company loses permission to use the materials.
IP Value and Contingency Plans Remain Unclear
The AUD 67,000 price is disclosed, but the announcement does not provide an independent valuation of the software or explain the extent to which Carbon Central and Fuel Central depend on the post-termination IP. The forthcoming expert’s report and meeting materials therefore matter beyond the formal vote: they should help shareholders assess whether the proposed ownership transfer is commercially supported and what alternatives exist if approval is not obtained.
Bottom Line?
The immediate issue is not the size of the payment but whether NoviqTech can secure permanent control of software its platforms currently use before the interim licence expires.
Questions in the middle?
- What valuation and commercial rationale will the independent expert assign to the post-termination IP?
- How dependent are Carbon Central and Fuel Central on the specific software and source code covered by the agreement?
- What operating alternatives would NoviqTech have if shareholders reject the transaction or the deadline passes?