First to unlock power of NO-CODE app dev for EdTech & Digital Health Markets

OnMarket Bidding Closed Cogniss Holdings Pty Ltd

Cogniss Holdings Pty Ltd | Equity Crowdfunding

ECF Type of Offer
$11.98 millionPre-money Valuation
$500 Minimum Investment
Up to $2 million Size of Offer

Min. reached - now targeting $2 million








​Please consider the offer document and general risk warning before investing.

Investors are entitled to a 5 day cooling-off period.

Investments over $10,000 are restricted to Sophisticated investors - Apply here


Click here to learn more about Equity Crowdfunding

Media Coverage

Cogniss’ unique business model and opportunity has, since the beginning of their equity crowdfunding campaign, attracted many eyes in the start-up space.

Check out some of their media coverage below!

Platform Tour

Here’s a behind the scenes tour of Cogniss’ app-building platform.

Questions from the Crowd

This week, we sat down with Leon Young, CEO & Founder of Cogniss, to ask questions that OnMarket investors submitted. Watch Leon’s answers to the crowd for a comprehensive insight into Cogniss!



Massive Market Opportunity

Last year 25% of the 325,000 new apps published in the app store were transformational in nature - these are smart apps that help us transform our lives across lifestyle, health, fitness, wellbeing and education.


The best and most effective apps in these categories are call Human Transformation apps, as they use evidence-based neuropsychology to make a positive transformative impact on human cognition, health and wellbeing.


As the world's first no-code platform for building sophisticated Human Transformation Technology digital solutions, Cogniss sits at the nexus of some of the fastest growing areas in technology –


  • No-code Development (US$187B by 2030)
  • Digital Health (US$457B by 2026) and
  • EdTech (US$404B by 2025)

The World's First No-Code Platform for Creating Human Transformation Apps

While human transformation apps are proving to be effective and popular, building them requires a complex set of expertise in behaviour sciences, UX design and app development, as well as a practical experience in building learning and health applications. Hence, custom development of a human transformation app can cost $100K to $1 Million and take anywhere from 6 to 12 months.


The Cogniss team has productised its years of experience in building sophisticated health and learning applications into an intuitive no-code platform. Cogniss offers any non-technical person a remarkably easier, faster and cost-effective alternative to build a human transformation app.

Like Canva gives everyone the power to be a graphic designer, Cogniss gives anyone the opportunity to create an app that drives long-lasting learning, health and behaviour change outcomes.

Profitable Business Model

Cogniss is an Application Platform as a Service (aPaaS) which adopts the same business model characteristics as a software-as-a-service (SaaS) business.


Cogniss licenses its centrally hosted software to customers via subscription plans, allowing them to develop, run, and manage applications without the complexity of building and maintaining the infrastructure typically associated with developing and launching an app. With low fixed costs and high margins, SaaS business models are highly scalable with recurring revenue and long customer lifecycles.


Cogniss has bootstrapped itself to profitability since 2016 and generated ~$1m in revenue in FY21 with a net profit after tax of over $115,000. 

Customer Traction

Over the last 5 years, Cogniss has acquired a reputable base of blue-chip customers, that includes multinationals, large non-profits and government departments. A majority of customers are academic researchers from seven leading universities and three independent research organisations. For new customers this acts as a proof of Cogniss's robustness and compliance with some of the most stringent ethical and security standards.


Since the focus so far has been on product development and establishing product-market fit, almost all Cogniss’s customers have been acquired through word-of-mouth. You can hear more here.

Global Growth

Cogniss has a three phase global growth strategy with planned business development and capital raising milestones. These funding rounds in combination with subscription revenue will be used to fuel penetration into new markets and support the ever increasing adoption of the platform. The successful execution of this strategy will position Cogniss as a leading player in global technology.


Build dominant market share in the research app sector in Australia whilst establishing global marquee enterprise customers.

PHASE 2 - Series A

Leverage connections, credibility and sales playbook developed to scale globally within the human  research app market and establish global marquee customers in other verticals.

PHASE 3 - Series B

Expand in to other fast-emerging commercial and government verticals leveraging the connections, credibility and proof points established in the research market.

Led by Leon Young, a seasoned entrepreneur and tech leader and backed by a strong team and Scientific Advisory Board

Leon Young

Founding CEO

Leon is a passionate technology leader and seasoned entrepreneur who started his first digital publishing business at the age of 14 before going on to be involved in the building and sale of several tech businesses, including one of the world's first no code web application platforms, Nocode Ltd, acquired by Powerlan in 2001. In the next phase of his career, Leon's interest turned to the possibilities created at the intersection of technology, neuroscience and psychology. In 2007 he co-founded 2and2, a specialist developer of bespoke digital solutions for education and behaviour change. It was from his experiences at 2and2 that the Cogniss platform and business was created. Leon serves on several boards in higher education and hospitality.

Nivedita Dangwal

Chief Marketing Officer

Niv has more than 12 years of experience in strategic marketing and data-driven decision-making. An MBA in Marketing from CEIBS Shanghai, Niv is passionate about using her marketing skills to build a better world. Niv draws on her unique mix of experience across different industries and types of organisations. She has previously led the marketing efforts of a fashion tech startup in India that was acquired by a Korean conglomerate. At HSBC, she has led the rollout of multiple strategic initiatives across 12 APAC countries. Most recently, she developed and implemented the acquisition strategy of Renovating For Profit, the biggest renovation educator in Australia. 

Joseph Barry

Chief Revenue Officer

Joseph is a commercial leader with a passion for growing dynamic and innovative companies. As Chief Revenue Officer at Cogniss, Joseph brings 15 years’ experience in business development, global marketing and capital raising in the UK and Australia, across a diverse range of industries including private wealth, biotechnology, healthcare, engineering and fintech. Since moving from London to Sydney in 2015, Joseph has developed a keen interest in Australian innovation and best-in-class technology. Prior to joining Cogniss, Joseph was General Manager of an equity crowdfunding platform where he partnered with earlystage tech companies on capital raising and growth campaigns. Joseph’s previous successes include the digital transformation of one of Australia’s oldest stockbroking firms and leading the operational strategy for a biotech IPO on NASDAQ. 

Jenna Lee

Chief Experience Officer

Jenna finds beautiful solutions to complex design problems. She has a teacher's certificate and a degree in Industrial Design and Engineering, as well as 6+ years' experience as a UX/UI designer specialising in optimising interfaces and interactions between digital products and users. Along with a strong interest in understanding human behaviour from the cognitive and psychological perspectives, Jenna is particularly passionate about applying her design to deliver joyful experiences to people.

Randy Olan

Chief Information Officer

Randy has more than 20 years' IT industry experience, with a background in development and business analysis. He has been a Project Manager since 2001 and attained Prince2 Foundation certification. His extensive experience in the management of complex projects at Sydney University, News Ltd, Lonely Planet and Telstra traverses a wide range of technologies - from enterprise commercial printing implementations, to content management system rollout, mobile technologies and enterprise telecommunications infrastructure. Randy joined the 2and2 team in 2009 and has successfully overseen our biggest projects to completion, including the Lend Lease EH&S Passport and Learning Language Space for Education Services Australia, as well as the development of Cogniss. 

Mark Lewis

Finance Director

Mark is a Chartered Accountant with over 30 years’ experience in financial reporting, business planning and corporate restructuring. He started his career with PwC in the UK and Deloitte in the USA. Since then, he held CFO positions with multinational corporations in the UK, Luxembourg and Australia. For the last 20 years, Mark has been actively involved in building early stage and growth businesses including being a co-founder of a number of businesses including Aeratron and Blue Ocean Monitoring.

Steve Fanale

Non-Executive Director

Steve is the current Founding CEO of fast-growing SaaS scale up Drive Yello and former Founding CEO of Traction Digital and MassMedia Studios, both successfully exited. As a specialist in business growth, Steve brings decades of experience building and mentoring digital start-ups. 

Terms of the Offer

Issued Capital

For more detailed information, please read the Capital Structure section of the offer document.

Use of Funds 

For more information, please read the Use of Funds section of the offer document.

Company Risks

Cogniss Holdings Pty Ltd is an early-stage company with the world-first platform helping people and organisations build apps that are designed to have a positive transformative effect on human cognition, health and wellbeing.  As with any early-stage business, an investment in the Company should be seen as high-risk and speculative. A description of the main risks that may impact their business are listed in the offer document. Investors should read this section carefully before deciding to apply for shares under the Offer. There are also other, more general, risks associated with the Company (for example, competition, cyber security, insolvency and cashflow, reputation or the inability to sell their shares).

See the Risk section in the Offer Document for further information.

The Offer is subject to a Maximum Subscription amount of $2 million. If the Maximum Subscription is reached, the Offer will close early. Applications will be treated on a time priority basis and may be subject to scale back, so please fund your application as soon as possible


IMPORTANT: Please read the below information before investing in this Equity Crowdfunding offer.

RISK WARNING:  Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks. You may lose your entire investment, and you should be in a position to bear this risk without undue hardship. Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares. Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

Even though you have remedies for misleading statements in the replacement offer document or misconduct by the company, you may have difficulty recovering your money. There are rules for handling your money. However, if your money is handled inappropriately or the person operating this platform becomes insolvent, you may have difficulty recovering your money. Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

5 DAY COOLING OFF PERIOD: There is a 5 business day cooling off period for retail investors. During this period, you may withdraw your application and receive a full refund into your nominated refund account. Please note: After the 5 day cooling off period has expired, you will be unable to withdraw your application. More information here.

ONMARKET FEES: Upon successful completion of the Offer, a maximum fee of 6% of the funds raised will be paid to OnMarket by the Company.

ONMARKET INTERESTS: OnMarket and its associates may be participating in this offer.

ONMARKET INTERESTS AND AMOUNTS SUBJECT TO COOLING OFF: The funding bar displayed under each crowd funding offer may include applications where payments are yet to be made and amounts that are subject to the cooling off period.

Section 734(6) disclosure: The issuer of the securities is Cogniss Holdings Pty Ltd ACN 645 346 523. The securities to be issued are fully-paid ordinary shares. The disclosure document for the offer can be obtained by clicking on the link above. The offers of the securities are made in, or accompanied by, a copy of the disclosure document. Investors should consider the disclosure document in deciding whether to acquire the securities. Anyone who wants to acquire the securities will need to complete the application form that will be in or will accompany the disclosure document (which can be done via the electronic application form which will become available by clicking the bid button above)

Question time

We'd love to answer your questions, we'll have one of the OnMarket team or the company representative of the offer get back to you asap. So ask away ...


Are there any potential liquidity events ?
Potential ASX listing etc ?

adrian r (OnMarket member) on 11/11/2021

Thanks for your query, Adrian. We are planning for a liquidity event within 3 to 5 years. Given the scale of the opportunity and our desire for corporate independence, an IPO is management's preferred path at this point. However, this could be subject to change in the future depending on the opportunities that emerge.

Nivedita D (Cogniss Holdings Pty Ltd representative) replied to adrian r on 12/11/2021

Your current valuation seems rather high at almost $14 million. Why is it so high for a company generating only $1m in revenue? Its currently sitting at 14 times revenue.

Alcino d (OnMarket member) on 12/11/2021

Thanks for your question, Alcino. Valuations for B2B SaaS companies that address unique verticals typically reflect the long customer lifetimes and high customer lifetime values that can be achieved coupled with low fixed costs and high margins. The valuation multiple is inline with recent funding rounds for other no and low code SaaS businesses that, like Cogniss, serve clearly defined markets. Our intent was to arrive at a valuation that reflects the value of our business at this stage, while allowing for a major inflection point at our next round of funding, which will be Series A. We are confident that our current trajectory supports this.

For more details, please refer to page 43-44 of our offer document.

Nivedita D (Cogniss Holdings Pty Ltd representative) replied to Alcino d on 12/11/2021
Transferability of stock

Are you able to sell your share in the company (purchased by crowd funding) before an IPO occurs?

James T (OnMarket member) on 13/11/2021

Thanks for your question. Several secondary markets have been or are about to be launched in Australia to allow shares to be traded in private, unlisted companies. Cogniss intends to investigate secondary markets, and if appropriate may allow shares to be traded through one of these markets. However, we are focused on delivering returns to investors via a major liquidity event such as an ASX listing in the next 3 to 5 years.

Leon Y (Cogniss Holdings Pty Ltd representative) replied to James T on 16/11/2021

How does Cogniss differ to say AppsVillage (a previous IPO funded via OnMarket) which has struggled substantially since listing. What competitive advantage does Cogniss have ?

Matthew A (OnMarket member) on 14/11/2021

Hi, thanks for your question. AppsVillage is a very different product in terms of functionality, purpose and market. It appears to be a service that turns Facebook content into a very basic app for small businesses, with some simple standardised commercial and communication features, mainly focused on running sales promotions. Cogniss is a true no-code development platform that offers highly sophisticated pre-built features, user experience elements and artificial intelligence engines specifically designed for high complexity, commercial-grade Human Transformation applications.

A simple comparison of the business models shows the difference from a commercial standpoint. We have blue-chip customers with typical annual spends of $35,000, AppsVillage seems to focus on mom-and-pop businesses with spends in the low hundreds of dollars per year. The differences in platform purpose, target customers and business model is borne out by the fact that we are a bootstrapped business (this CSF round is our first external investment) which has mature multi-year customers and delivered an after tax profit last year.

For more information on our competitive and first-mover advantage please refer to page 16 of our Offer Document.

Leon Y (Cogniss Holdings Pty Ltd representative) replied to Matthew A on 16/11/2021
Example Apps built using Cogniss that is publicly available

Hi, have you got links to apps built using Cogniss, preferably a few that Cogniss as a company is most proud of enabling.

Is there any way for app creators to monetise their creation?

Yu Xiang Z (OnMarket member) on 25/11/2021

Hi, thanks for your question. Yes there are multiple ways for app creators to monetise their creations.

If it is a B2C (consumer retail) mobile app, you can publish it to the Google and Apple app stores, with a purchase cost the same as any other app. In 2022 we will enable an in-app purchase API, to enable in-app transactions as well. If you were making a consumer-focused web app (rather than a mobile app) you could simply integrate a payment gateway of your choice.

If it is a B2B app, i.e. your customers are other businesses, we have a built in-voucher management system using QR codes. This allows you to sell access to your app based on the number of users your customer wants to offer the app to. You can sell this on whatever business arrangement you like without going through the App Store. WYDA (see is an example of a Cogniss powered product sold to businesses in this way. This works for both web and mobile apps.

Example apps - we recommend referring to the case studies in the Offer Document. It is difficult to name favourite apps as our customers are creating very diverse apps, with the one consistency being that they are mostly very successful in meeting the needs of their end users. Most of the apps built on Cogniss to date are aimed at closed audiences (research study participants, staff etc) so arent accessible by the general public, however there are a couple of publicly available apps you can check out:
Raising Healthy Minds: Developed by Raising Children Network, Parenting Research Centre, Murdoch Childrens Research Institute and Australian Government Department of Health, this app makes evidence-based parenting content accessible to families across Australia.
The Essential Network: Developed by The Black Dog Institute and Australian Government Department of Health, this app helps healthcare workers find resources and support to manage burnout and maintain good mental health

Leon Y (Cogniss Holdings Pty Ltd representative) replied to Yu Xiang Z on 26/11/2021
What registry holds the shares issued?

Is there a share registry that is used by Cogniss?

Peter E (OnMarket member) on 30/11/2021

Cake. We are using Cake as both our share registry and our shareholder communications platform.

Leon Y (Cogniss Holdings Pty Ltd representative) replied to Peter E on 30/11/2021
Investment returns

What is your projected investment returns?

lee o (OnMarket member) on 02/12/2021

Hi Lee, thanks for your question. Unfortunately we are unable to make any forward looking statements such as project investment returns under the ASIC crowd-sourced funding regulations.

Leon Y (Cogniss Holdings Pty Ltd representative) replied to lee o on 02/12/2021
Profit and loss

So since 2016 your net profit is only $114k?

lee o (OnMarket member) on 02/12/2021

Hi Lee. Our profit for the FY21 year was $115,505 after tax. Like most tech businesses we are growth-focussed. This is why we are taking on investment so that we can invest in growth and run at a loss while we build market share. It is actually unusual to have traded at a profit so early, and this is a function of us focussing on product-market fit before raising money for growth. But the next 3 to 5+ years will be about growth. As described in the Offer Document we intend to take on further investment in the future to fuel this growth with an aim of listing the company. If we were focussed on short term profits we wouldn't take investment as it would serve no purpose. The usual purpose of investment is so that you can spend more than you earn, i.e. run at a loss, while growing the business. As an investment opportunity we are focused on delivering capital gains rather than dividends.

Leon Y (Cogniss Holdings Pty Ltd representative) replied to lee o on 02/12/2021

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