Creditor-initiated CCAA for Darwynn targets sale process amid board deadlock

Darwynn Ltd., a Canadian logistics technology startup providing fulfillment and shipping services to online retailers, was placed into creditor-initiated proceedings under the Companies’ Creditors Arrangement Act on February 26, 2026 on application by secured creditor 2379338 Ontario Inc., following a breakdown among shareholders and an acute liquidity crisis that left the company unable to meet upcoming obligations.

Darwynn operates a fulfillment-as-a-solution platform serving online merchants by coordinating warehousing, order picking and packing, and parcel delivery through third-party carriers. Its core services include warehouse-based fulfillment, shipping rate aggregation through a logistics platform, and product resale through a major North American online retailer.

Darwynn operates four leased warehouses in Canada and maintains a broader fulfillment network through third-party warehouse partners in Canada and the United States. It employs approximately 74 staff across Ontario, Alberta, Quebec and British Columbia and serves roughly 200 customers through its logistics network.

According to the monitor’s pre-filing report, Darwynn expanded rapidly by investing heavily in proprietary technology and warehouse infrastructure while pursuing major customer relationships. Those investments produced sustained operating losses and significant cash outflows. The company reported losses of approximately $6.819 million in 2023, $5.937 million in 2024 and $3.837 million in 2025.

Liquidity pressures intensified in late 2025 when certain logistics carriers suspended services and a significant customer was lost, increasing monthly operating losses from approximately $65,000 in October 2025 to roughly $540,000 by December 2025. The financial strain was compounded by a governance dispute among shareholders and directors that left the board deadlocked and prevented the company from raising new capital. The board has effectively been frozen since July 2025 while competing oppression claims among directors have been pending.

With no fresh financing available, the company faced imminent insolvency and required an immediate injection of approximately $750,000 to meet near-term obligations. Darwynn’s liabilities as of February 20, 2026 total approximately $5.551 million, including $531,233 owed to secured creditor 2379338 Ontario. There is also a disputed convertible note worth a further $2.698 million issued to NMN Group Ltd. which remains subject to legal proceedings concerning whether the instrument should be treated as debt or equity.

The purpose of the CCAA proceedings is to conduct a sale and investment solicitation process aimed at identifying refinancing or a purchaser for the business as a going concern. 2379338 Ontario is providing debtor-in-possession financing.

Ernst & Young is the monitor. Counsel includes Tyr for 2379338 Ontario, Miller Thomson for the monitor, and Reconstruct for Darwynn.