Proceedings.

Darwynn Ltd.

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Proceeding
CCAACompanies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended
Court
Ontario Superior Court of Justice · Commercial List
File
CL-26-00000083-00
Filings held63
Last activity7 Aug 2026
On the record207 days
Secured debt$531K
OverviewSummary updated

Darwynn Ltd., a fulfillment-as-a-solution software enablement and service provider to online retailers in the North American logistics industry, has been under CCAA protection since February 26, 2026 before the Ontario Superior Court of Justice (Commercial List), court file CL-26-00000083-00, with Ernst & Young Inc. as Monitor. The initial order stayed proceedings to March 6, 2026 and granted a $250,000 Administration Charge ahead of a $750,000 DIP Lender's Charge. On April 10, 2026 the court amended and restated the initial order and approved a sale and investment solicitation process with a Phase 1 deadline of May 6, 2026 and a $150,000 break fee; bids were later due May 19, 2026. The Monitor has since reported work with a Purchaser to finalize an Asset Purchase Agreement, and that the Debtor expects to fully draw its remaining $2,000,000 DIP availability no later than the end of July 2026. A further order was granted July 28, 2026.

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Case updates64 dated entries
#Sale

The court granted an approval and vesting order for the sale to 2379338 Ontario Inc. Closing terms, as extracted: vesting effective upon delivery of Monitor's Certificate confirming payment of Purchase Price and satisfaction of closing conditions.

Source: Approval and Vesting Order, dated August 6, 2026

#Report

The officer filed report no. Fourth Report. The Debtor continues to operate but has fully drawn its DIP facility and is expected to deplete remaining liquidity on upcoming lease and payroll obligations; additional DIP financing is needed to sustain operations through closing of the sale transaction.

Source: Fourth Report of the Monitor

#Order

Commenced the CCAA proceeding, appointed Ernst & Young Inc. as Monitor, stayed proceedings to March 6, 2026, and granted a $250,000 Administration Charge ranking ahead of a $750,000 DIP Lender's Charge.

Source: Initial Order, dated February 26, 2026

Parties

Debtor

Darwynn Ltd.

Applicant

2379338 Ontario Inc.

Monitor

EY

Bench and counselPer the orders and service lists on the record

Bench

JudgeCourtOn this docketCases on record
Justice MyersOntario Superior Court of Justice15 orders, Feb 2026 – Aug 2026103 cases on record
Justice BlackOntario Superior Court of Justice2 orders, Jul 2026176 cases on record

Counsel of record

PartyCounselFirst seenSource
MonitorEYMiller Thomson LLP8 Apr 2026Factum · 8 Apr 2026
CreditorLisha GongAird & Berlis LLP · Papazian | Heisey | Myers17 Apr 2026Service list · 17 Apr 2026
CreditorSamatha Gordan Jasmine Landau Yu-Meng FangMcMillan LLP22 May 2026Endorsement · 22 May 2026
Capital structureAs asserted in the filings
stated amounts, drawn to scale
#Priority classCreditorAmountSource
Court-ordered charges
1Court-ordered chargesInterim financing (DIP) charge$2MInitial Order, dated February 26, 2026
1Court-ordered chargesDIP Lender's Charge — Second – DIP Lender's Charge (to the maximum amount of $750,000)$750KInitial Order, dated February 26, 2026
1Court-ordered chargesAdministration Charge — First – Administration Charge (to the maximum amount of $250,000)$250KInitial Order, dated February 26, 2026
Pre-filing debt
4Secured2379338 Ontario Inc.General Security Agreement dated August 14, 2025 granting security in all present and after-acquired personal property of Darwynn — Related party: 2379338 Ontario Inc. (the Applicant) is owned by Wynn, a director of Darwynn; amount is loan balance including accrued interest per Management's liability schedule. Proposed Monitor has not yet reviewed the underlying security registrations. — debtor: Darwynn Ltd. · as of 20 Feb 2026$531KMonitor's Pre-filing Report, dated February 25, 2026
Sale processAs stated in the filings

Sale approved — The Court has approved the Transaction for the reasons set out in the August 6 Endorsement.Fourth Report of the Monitor · 6 Aug 2026

Bid deadline (round closed)

19 May 2026

SISP Procedure

Phase 1 deadline

6 May 2026

SISP Procedure

Break fee

$150K

Order re SISP and Stalking Horse Approval, dated April…

Stalking horse

2379338 Ontario Inc.

Fourth Report of the Monitor

PurchaserPriceStatusSource
2379338 Ontario Inc.Stalking horsethe Company's right, title and interest in and to the purchased assets described in the Asset Purchase Agreement (the " Purchased Assets ", which term does not include the Excluded Assets) · asset sale · agreement 3 Apr 2026not statedStalking Horse Bid approved as such under the SISP; approval of the transactions contemplated in the Stalking Horse Agreement itself deferred to a subsequent motionApproved10 Apr 2026outside 30 Jun 2026Order re SISP and Stalking Horse Approval,…
Closing termsvesting effective upon delivery of Monitor's Certificate confirming payment of Purchase Price and satisfaction of closing conditionsApproval and Vesting Order, dated August 6, 2026
Estate financialsReported figures — never derived
Total liabilities at filing$5.55M

As at 20 Feb 2026 · per Management estimate based on the Debtor's accounting records (unaudited) · entity - Darwynn Ltd. (liabilities summary; excludes Darwynn USA LLC subsidiary) — Figure represents total of Accounts Payable, Estimated Accrual and Other Liabilities, Loan owing to 237, Loan owing to Prime Nutrisource Inc., and Other amounts Due to Related Parties, per Management's schedule; excludes the NMN Convertible Promissory Note ($2,697,945), whose characterization as debt or equity is disputed and subject to ongoing legal proceedings. No total assets figure stated in this liabilities-only summary; Debtor is described as having 'no material hard assets'.

Cumulative receipts

$7.54K

As at 27 Jul 2026Fifth Supplement to the Third Report of the Monitor, dated July 27, 2026

Cash on hand

$947K

As at 6 Aug 2026Fourth Report of the Monitor

Professional fees to date

$93.7K

As at 6 Mar 2026First Report of the Monitor (Amended), dated March 6, 2026

Documents
63 filings
DateDocumentFile
Ancillary Relief Order
  • Presiding officer Justice Myers
PDF
Endorsement Justice Myers
  • Presiding officer Justice Myers
PDF
Sealing Order
  • Counsel Miller Thomson LLP
  • Presiding officer Justice Myers
PDF
Approval and Vesting Order, dated August 6, 2026
  • Closing terms vesting effective upon delivery of Monitor's Certificate confirming payment of Purchase Price and satisfaction of closing conditions
  • Order date 6 August 2026
  • Purchaser 2379338 Ontario Inc. (stalking horse) · the Company's right, title and interest in and to the purchased assets described in the Asset Purchase Agreement (the " Purchased Assets ", which term does not include the Excluded Assets) · asset sale · approved
  • Sale outcome Sale approved — the Transaction is hereby approved
  • + 1 more extracted fact
PDF
Endorsement re Sale Approval, dated August 6, 2026
  • Presiding officer Justice F.L. Myers
PDF
Fourth Report of the Monitor
  • Cash on hand $947K · Note: approximately $579,000 higher than projected, driven by timing of August 2026 lease payments and earlier-than-forecast collections from certain customers · As at: 2026-08-02 · Qualifier: approximately
  • Operational summary The Debtor continues to operate but has fully drawn its DIP facility and is expected to deplete remaining liquidity on upcoming lease and payroll obligations; additional DIP financing is needed to sustain operations through closing of the sale transaction.
  • Purchaser 2379338 Ontario Inc. (stalking horse) · the proposed sale transaction (the ' Transaction ') contemplated by the stalking horse asset purchase agreement · asset sale · approved
  • Report date 6 August 2026
  • + 3 more extracted facts
PDF
Aide Memoire of the Applicant, 2379838 Ontario Inc., dated July 28, 2026PDF
Aide-Memoire of the Respondents - 1000979764 Ontario Inc. and Yan LiuPDF
Endorsement Justice W.D. Black
  • Presiding officer Justice W.D. Black
PDF
Order re Stay Extension, dated July 28, 2026
  • Commencement date 26 February 2026
  • Counsel Miller Thomson LLP
  • Court Ontario Superior Court of Justice (Commercial List)
  • Debtor names Darwynn Ltd.
  • + 6 more extracted facts
PDF
Fifth Supplement to the Third Report of the Monitor, dated July 27, 2026
  • Cash on hand $132K
  • Operational summary The Debtor continued to operate its business in the ordinary course without material disruption subject to the terms of the ARIO, and within the approved cash flows.
  • Receipts cumulative $7.54K
  • Report date 27 July 2026
  • + 1 more extracted fact
PDF
Fourth Supplement to Third Report, dated July 13, 2026
  • Operational summary The Debtor's operations continue to incur cash losses before restructuring costs and, as a result, the Debtor is expected to fully draw the remaining availability under the DIP Facility no later than the end of July 2026.
  • Report date 13 July 2026
  • Report no Fourth Supplement to the Third Report
PDF
Response to Third Supplement to the Third Report of the Monitor
  • Cash on hand $981K
  • Receipts cumulative $8.98M
  • Report date 9 July 2026
PDF
Third Supplement to the Third Report, dated July 9, 2026
  • Cash on hand $413K
  • Operational summary The Debtor continued operating its business in the ordinary course without material disruption, subject to the ARIO and approved cash flows, while managing supplier and contractor relationships, responding to CRA inquiries, and providing cash flow variance reporting to the Board and DIP Lender.
  • Report date 9 July 2026
  • Report no Third Supplement to the Third Report
PDF
Ancillary Relief Order (Stay Extension), dated June 18, 2026
  • Counsel Miller Thomson LLP
  • Presiding officer Justice Myers
  • Stay extended to 30 July 2026
PDF
Endorsement of Myers, J., dated June 4, 2026
  • Presiding officer Justice Myers
PDF
Supplementary Motion Record, returnable June 4, 2026PDF
Abbreviated Book of Authorities, dated June 3, 2026PDF
Factum of Applicant re Sale and Vesting Order Approval, dated June 3, 2026PDF
Motion Record, returnable June 1, 2026PDF
Second Supplement to the Third Report, dated May 29, 2026
  • Commencement date 26 February 2026
  • Court Ontario Superior Court of Justice (Commercial List)
  • Court file no CL-26-00000083-0000
  • Financial position The Appraisal's estimated market value of approximately $11.0 million to $12.0 million is materially higher than the carrying values reflected in the Debtor's trial balance as of February 20, 2026, which shows a gross carrying amount of approximately $3.02 million and accumulated amortization of approximately $1.74 million for the Ontario warehouse equipment.
  • + 7 more extracted facts
PDF
Endorsement of Myers, J., dated May 27, 2026
  • Presiding officer Justice Myers
PDF
Service List as at May 25, 2026PDF
Third Report of the Monitor, dated May 25, 2026
  • Cash on hand $413K
  • Operational summary The Debtor continued to operate its business in the ordinary course without material disruption, managed relationships with suppliers and contractors, provided cash flow variance analysis to the Board, responded to CRA information requests, communicated with the DIP Lender, and worked with the Purchaser to finalize the Asset Purchase Agreement.
  • Receipts cumulative $3.82K
  • Report date 25 May 2026
  • + 1 more extracted fact
PDF
Endorsement of Myers, J., dated May 22, 2026
  • Counsel McMillan LLP
  • Presiding officer Justice Myers
PDF
Darwynn SISP NoticePDF
SISP ProcedurePDF
Service List - Darwynn Ltd. - as at April 17, 2026
  • Counsel Aird & Berlis LLP
PDF
Ancillary Relief Order (Stay Extension), dated April 10, 2026
  • Counsel Miller Thomson LLP
  • Court Ontario Superior Court of Justice (Commercial List)
  • Debtor names Darwynn Ltd.
  • Monitor Ernst & Young Inc.
  • + 5 more extracted facts
PDF
Endorsement of Myers, J., dated April 10, 2026
  • Presiding officer Justice Myers
PDF
Monitor's Motion Record, returnable April 10, 2026PDF
Motion Record of the Applicant (Part 1), returnable April 10, 2026PDF
Motion Record of the Applicant (Part 2), returnable April 10, 2026PDF
Order re Amended and Restated DIP Facility, dated April 10, 2026
  • Court Ontario Superior Court of Justice (Commercial List)
  • Debtor names Darwynn Ltd.
  • Monitor Ernst & Young Inc.
  • Order date 10 April 2026
  • + 2 more extracted facts
PDF
Order re SISP and Stalking Horse Approval, dated April 10, 2026
  • Bid deadline 19 May 2026
  • Break fee $150K
  • Order date 10 April 2026
  • Outside date 30 June 2026
  • + 4 more extracted facts
PDF
Motion Record of the Respondents, dated April 9, 2026PDF
Respondents Factum re SISP Approval, dated April 9, 2026
  • Bid deadline 6 May 2026
  • Phase1 deadline 6 May 2026
PDF
Factum of the Monitor, dated April 8, 2026
  • Counsel Miller Thomson LLP
PDF
Factum of the Applicant, dated April 4, 2026PDF
Second Report of the Monitor, dated April 3, 2026
  • Cash on hand $213K
  • Operational summary Since the Filing Date, the Debtor's activities have included continuing to operate its business in the ordinary course without material disruption, taking steps to ensure continued provision of services by carriers and other critical vendors, obtaining new business, engaging in ongoing communications with customers, and working with the Monitor on the SISP and financial disclosure matters.
  • Purchaser 2379338 Ontario Inc. (stalking horse) · Darwynn's assets, and/or business of Darwynn · asset sale · proposed
  • Report date 3 April 2026
  • + 3 more extracted facts
PDF
Amended and Restated Initial Order, dated March 6, 2026
  • Order date 6 March 2026
  • Stay expiry 27 April 2026
PDF
Endorsement of Myers, J., dated March 6, 2026
  • Presiding officer Justice Myers
PDF
First Report of the Monitor (Amended), dated March 6, 2026
  • Cash on hand $138K
  • Operational summary Darwynn is a fulfillment-as-a-solution software enablement and service provider in the North American logistics industry, primarily providing order fulfillment services to online retailers and other businesses, facilitating distribution of parcels from leased and shared warehouses to end customers, and also engaged in online product sales through a major North American online retailer.
  • Professional fees $93.7K
  • Receipts cumulative $4.13K CAD (000's)
  • + 2 more extracted facts
PDF
Motion Record of 2379338 Ontario Inc., returnable March 6, 2026PDF
List of CreditorsPDF
Factum of of 2379338 Ontario Inc., dated March 4, 2026PDF
Endorsement of Myers, J., dated March 2, 2026
  • Presiding officer Justice Myers
PDF
Application Record (Part 1), returnable February 26, 2026PDF
Application Record (Part 10), returnable February 26, 2026PDF
Application Record (Part 11), returnable February 26, 2026PDF
Application Record (Part 12), returnable February 26, 2026PDF
Application Record (Part 13), returnable February 26, 2026PDF
Application Record (Part 2), returnable February 26, 2026
  • Applicant 2379338 Ontario Inc.
  • Appointee Ernst & Young Inc.
  • Appointee role court-appointed monitor
  • Court ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST
  • + 1 more extracted fact
PDF
Application Record (Part 3), returnable February 26, 2026
  • Secured creditors $500K · Note: Non-revolving Loan Facility maximum principal CDN$500,000 fully advanced in a single tranche (the 'Closing Advance') on the Effective Date - no further advances permitted, so this is the full amount advanced. Loan Agreement s.2.06 states the facility 'constitutes a Shareholder Loan under the Shareholders' Agreement' - related-party lender (2379338 Ontario Inc. is a shareholder; its president, Guoyin Xie, shares the affiant identity and an address adjacent to the Borrower's registered address). Per GSA s.9, the security ranks pari passu with other security granted under s.3.4 of the Shareholders' Agreement (regardless of registration order) and is subordinate to any security granted in favour of a chartered bank, trust company or other institutional lender. · Page: 27 · As of: Effective Date (Loan Agreement, August 2025 - day left blank in document) · Debtor: Darwynn Ltd. · Creditor: 2379338 Ontario Inc. · Security: General Security Agreement dated as of the Effective Date - blanket security interest in all present and after-acquired personal property of the Borrower (Accounts, Goods incl. Inventory/Equipment, Intangibles, Chattel Paper, Documents of Title, Instruments, Securities, Securities Accounts, Investment Property, Money, contract/insurance rights and proceeds).
PDF
Application Record (Part 4), returnable February 26, 2026PDF
Application Record (Part 5), returnable February 26, 2026PDF
Application Record (Part 6), returnable February 26, 2026PDF
Application Record (Part 7), returnable February 26, 2026PDF
Application Record (Part 8), returnable February 26, 2026PDF
Application Record (Part 9), returnable February 26, 2026PDF
Initial Order, dated February 26, 2026
  • Applicant 2379338 Ontario Inc.
  • Appointee Ernst & Young Inc.
  • Appointee role monitor
  • Charges Administration Charge $250K; DIP Lender's Charge $750K
  • + 11 more extracted facts
PDF
Aide Memoire of the Respondents, dated February 25, 2026PDF
Monitor's Pre-filing Report, dated February 25, 2026
  • Financial position Liabilities $5.55M · as at 20 Feb 2026 · per Management estimate based on the Debtor's accounting records (unaudited) · entity - Darwynn Ltd. (liabilities summary; excludes Darwynn USA LLC subsidiary) — Figure represents total of Accounts Payable, Estimated Accrual and Other Liabilities, Loan owing to 237, Loan owing to Prime Nutrisource Inc., and Other amounts Due to Related Parties, per Management's schedule; excludes the NMN Convertible Promissory Note ($2,697,945), whose characterization as debt or equity is disputed and subject to ongoing legal proceedings. No total assets figure stated in this liabilities-only summary; Debtor is described as having 'no material hard assets'.
  • Secured creditors $531K · Note: Related party: 2379338 Ontario Inc. (the Applicant) is owned by Wynn, a director of Darwynn; amount is loan balance including accrued interest per Management's liability schedule. Proposed Monitor has not yet reviewed the underlying security registrations. · Page: 16 · As of: 2026-02-20 · Debtor: Darwynn Ltd. · Creditor: 2379338 Ontario Inc. · Security: General Security Agreement dated August 14, 2025 granting security in all present and after-acquired personal property of Darwynn
PDF

Filing titles, dates, and extracted key facts are public.

CiteProceedings., “Darwynn Ltd.” (CCAA), Ontario Superior Court of Justice · Commercial List. Retrieved 20 September 2026, https://proceedings.ca/case/darwynn-ltd

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Sources last checked · summary updated 6 August 2026 · Report a correction · Printed from proceedings.ca/case/darwynn-ltd

Facts and summaries are extracted automatically from the court filings linked on each page; the filings remain the authoritative record. Suggested corrections are reviewed against the source filings.