Uncle Nearest investors allege fiduciary failures

4:51 p.m. Jan. 2, 2026

DUANE CROSS
MCO Publisher•Editor

Emails, offering documents, and other records reviewed by the Moore County Observer show that several Uncle Nearest Inc. shareholders believe First Dominion Capital Corporation and related individuals did not provide enough disclosure, perform proper due diligence, or meet their fiduciary duties as the company’s finances declined. The records, which cover several years, include private placement materials, capital calls, investor correspondence, and internal emails that raise concerns investors say were never fully answered.

One investor says they invested six figures in Single Cube LLC in December 2018. Single Cube, managed by First Dominion, was established solely to purchase Class B Preferred Stock in Uncle Nearest. According to the investor, a Private Placement Memorandum (PPM) described a business plan that included potential exit strategies, such as a sale to major spirits companies, including Diageo, Brown-Forman, Heaven Hill, or Bacardi, and identified Fawn Weaver as interim CEO. That investor later made additional pro rata investments in Series C and Series D rounds between 2020 and 2022.

A second investor put in a six-figure investment in February 2022 through Bottled-in-Bond LLC, another company managed by First Dominion and set up to buy Class D Preferred Stock in Uncle Nearest. This investor also bought Series E Preferred Stock in October 2023. Both investors say they based their decisions on the PPMs provided by First Dominion.

FDCC Managing Partner Also on Uncle Nearest Board

Investors are especially concerned with John W. Eugster, the managing partner at First Dominion, who also sits on Uncle Nearest’s board and is the only manager of the LLCs investing in the company. The Bottled-in-Bond PPM recognized this possible conflict of interest and stated that Eugster would address it “in as equitable a manner as possible.”

It’s common – and usually allowed – for a managing partner at an investment firm (like private equity or venture capital) to sit on the board of a company the firm has invested in. The investor wants the company to succeed, and holding a board seat allows them to help guide strategy and share their experience.

That said, the role comes with responsibilities. The board member has to be upfront about their connection to the investment firm and avoid using their position for personal or firm-only gain. They owe duties both to the investment fund (to protect and grow its investment) and to the company itself (to act in the company’s best interest), which means conflicts must be handled carefully.

This becomes especially important if the company is going public. Regulators like the SEC closely review these relationships to make sure everything is fair, transparent, and properly disclosed.

This arrangement is acceptable as long as there is full disclosure, strong governance, and careful management of conflicts of interest.

However, investors say they first learned about Eugster’s board position at a July 2022 event at Uncle Nearest’s Shelbyville distillery. At that event, Weaver announced the company would never be sold and that she planned to stay on as CEO indefinitely. Investors say this was a major change from the exit strategies described in earlier funding rounds, which had been a key reason for their investments.

Since mid-2023, investors say they have asked First Dominion many times for information about Uncle Nearest’s valuation, financial health, and due diligence. A third investor says these questions still have not been answered. Investors claim that First Dominion never did formal due diligence on Uncle Nearest, either at the start or later on.

Of note, according to FINRA, in June 2005, Eugster participated in a private investment transaction and stood to profit from it without first notifying his employer, Wachovia Securities, as required by industry rules, and without obtaining the firm’s written approval.

Specifically, he talked with people he knew – including some Wachovia clients – about investing in a private offering of preferred stock issued by a private company. The offering was being handled through a brokerage firm where he planned to become registered before the deal closed.

He helped establish a limited liability company to invest, served as its managing member, and recruited other individuals who wanted to participate in the offering. He then assisted the LLC in purchasing the securities.

As the managing member of the LLC, Eugster knew the operating agreement allowed him to receive a share of any profits if the investment paid off, once the securities could be traded and the proceeds were distributed to the LLC’s members.

In short, he organized and managed a private investment that could personally benefit him without properly disclosing it to or obtaining his employer’s approval, as required by the rules.

Financial Reporting and Loan Issues

Concerns grew after changes in financial reporting in late 2024 and early 2025. In December 2024, investors learned that Uncle Nearest’s CFO, Mike Senzaki, was hospitalized after emergency surgery, so other executives took over financial duties. Updates to shareholders became less frequent.

In May 2025, investors got an update saying the company had more than $10 million in cash. However, the Q4 2024 financials showed big write-downs to long-term assets and a steep drop in retained earnings.

The situation got worse when Farm Credit Mid-America, a lender, filed a lawsuit to put Uncle Nearest into receivership, saying the company had defaulted on a $108 million loan.

Court filings claim the company has missed payments since January 2024 and overstated collateral to get more loans. Uncle Nearest blames the overstatement on former CFO Senzaki, but investors point out that Weaver signed the loan documents as CEO.

Investors claim that First Dominion leaders, including Eugster, Principal Chris Anci, and Chief Compliance Officer Bill Portwood, should have known about these problems because of Eugster’s board role and ongoing fundraising. They say there was no investigation, no corrective disclosures, and no chance for investors to sell their shares, even though buyers were reportedly interested.

Anci and Eugster previously worked together at Matrix Capital Group, where Anci served as President (March 1996-January 2015) and Eugster as Senior Managing Director (February 2010-September 2016), according to their LinkedIn profiles.

2021 Email Raises Additional Fiduciary Questions

In June 2021, more than a year before Weaver publicly abandoned the company’s exit strategy, Eugster sent an email to investors in UN 1856 LLC, Single Cube, and NG outlining a proposed venture tied to Uncle Nearest leadership.

The email described the formation of Uncle Nearest Ventures, L.P., led by Weaver and her husband, Keith Weaver, who also serves on Uncle Nearest’s board. The fund would invest in spirits and spirits-related companies, excluding whiskey, and Uncle Nearest would wholly own its general partner. Any carried interest would benefit Uncle Nearest and, pro rata, its investors.

Investors now point to this email as more proof of overlapping financial interests and governance concerns involving First Dominion, Uncle Nearest leadership, and related groups. Questions about conflict-of-interest disclosures and oversight are still unanswered.

Investor Concerns Over Oversight and Disclosure

Investor concerns regarding oversight and disclosure also center on the role of John P. Cleary, a then-partner at Procopio, who was involved in preparing private placement memoranda and issuing capital calls associated with Uncle Nearest’s fundraising rounds. Investors note that the PPMs were signed by First Dominion President Chris Anci and Chief Compliance Officer Bill Portwood, and that they granted broad authority to John Eugster as the sole manager of the investment LLCs.

Investors point out that regulators often see single-manager structures as higher risk because they put decision-making in one person’s hands, with few internal checks. They argue that First Dominion was legally required to supervise Eugster but did not, even though he was LLC manager, First Dominion partner, and on Uncle Nearest’s board. During this time, investors say, First Dominion kept getting paid for each transaction.

Investors also claim that Cleary sent out capital calls without checking financial information from Nearest Green Inc. on his own, even though these calls had strict response deadlines. They say the short timelines made it hard to review the company’s finances before putting in more money.

In August 2020, Cleary emailed an investor that Uncle Nearest Inc. was raising $13.5 million in a Series C Preferred Stock round, with $9.5 million of that total allocated to NG Investment LLC. Because of the investor’s earlier investment in Single Cube LLC Series B, they were offered a pro rata opportunity to invest in the Series C round through NG Investment LLC. The email set a firm deadline to confirm participation, warned that the allocation would be reassigned if the investor did not respond, and noted that the funding round was expected to close within 14 days.

Another email from Cleary regarding the 2022 supplemental Series D funding round underscores the investors’ concerns. The message informed the investor that they could participate in an $8.265 million expansion of the Series D Preferred Stock offering, set a deadline to confirm participation, and warned that unclaimed allocations would be reassigned. Investors were directed to contact First Dominion representatives or Eugster with questions.

Investors say this dual role, acting as company counsel while also preparing offering documents and sending capital calls, made it harder to separate advocacy, disclosure, and independent oversight.

Investors now view the supplemental Series C and D rounds as part of a broader pattern in which First Dominion repeatedly solicited additional capital across multiple funding rounds while providing limited financial transparency. They argue that the combination of concentrated authority, time-sensitive capital calls, and unresolved conflicts of interest forms a core basis for FINRA complaints alleging failures in supervision, due diligence, and fiduciary responsibility.

Investor Seeks Exit, Weaver Emphasizes Secondary Market Strategy

In May 2023, an investor who had participated in several Uncle Nearest funding rounds, including Series E in fall 2023, reached out to Weaver about liquidity and exit options. The investor said they expected a year-end 2023 valuation of $35 per share and referred to earlier statements that the company would eventually be sold to a large distillery, including a reported $2 billion offer that would mean a share price above $60.

Weaver replied that since Series B, her focus had shifted to building a spirits conglomerate that would buy other companies instead of being sold.

She said the secondary market is now the main way for investors to exit, with over a million shares trading at returns from 10x to 23x, depending on the round. She added that investor feedback on the secondary market has been positive and included Senzaki and Eugster in the conversation to help address the investor’s concerns.

A year later, an email exchange between investors showed rising tension about liquidity, fees, and control over exit options. In the emails, one investor described a conversation with Eugster, who said a $29.14-per-share sale price could not be guaranteed and revealed an extra 5% transaction fee, on top of an 8% fee tied to profits from the original investment.

That news led to a strong negative reaction from another investor, who said they feared the company could “go to zero,” told Eugster to sell all shares right away, and suggested legal action if the stated price and fees were not honored.

In a follow-up message, the first investor accused First Dominion of changing the economic terms after investors had already put in their money, and also noted that Eugster had effective control over the process.

In the same email exchange, the second investor raised more concerns by questioning where Eugster’s loyalties were. “Either he works for Fawn or us,” the investor wrote, urging other investors to join together to push Weaver to find a partner who would offer a clear exit. The investor also mentioned a recent article where Weaver said Uncle Nearest was valued at $900 million, and expressed doubt about how that number was calculated and what valuation multiple was used.

Investors now point to this comment as more evidence of confusion and mistrust about governance, alignment of interests, and the difference between public valuation claims and the financial realities shared privately with shareholders.

Investor Questions Amplified After Farm Credit Lawsuit

After Farm Credit Mid-America’s July 2025 lawsuit, Fawn Weaver told investors on Aug. 2, “We’ll hold our biannual investor call at the end of this month, and I fully expect this matter to be favorably resolved well in advance of that call.”

Weaver noted, “If you have questions related to our financials – as a few of you have mentioned in an email chain – please feel free to reach out to Felicia Gallagher” (former SVP of Finance and Planning), and added, “interim CFO, Carlos Flores, remains focused on finalizing our audited financials with our audit firm.”

Investors sent written questions that were not answered. They asked how a possible receivership would affect shareholders, who owned and was financially responsible for the Martha’s Vineyard property mentioned in the loan documents, why the loan increased by $24 million, what communication there was with the lender, and whether the board knew about key management decisions.

Other questions focused on fiduciary duties, such as why independent audits were not required, why investors had not received annual valuations, whether First Dominion had reviewed cash flow statements, and why there was no secondary market for LLC interests. Investors also wanted updates on the search for a new CFO, the status of any independent audit, details about the Series E fundraising, and whether the board had received any acquisition offers.

Overall, the documents reviewed by the Observer show a long-running dispute between Uncle Nearest investors and the people and firms who set up, promoted, and managed their investments.

Investors describe a pattern over several years and funding rounds: repeated capital calls with little financial disclosure, decision-making power held by a few people, overlapping roles that raised conflict-of-interest concerns, and unanswered questions as the company’s finances got worse.

Uncle Nearest leaders have emphasized a new long-term strategy and the use of a secondary market to enhance liquidity. However, investors say these changes were not what they originally agreed to and were never clearly explained in light of earlier promises.

The allegations remain under review, but no court or regulator has ruled on them to date.