If you invested in Sestante Capital or NextGenTech Investments through a Forge Global broker, you may have been the victim of a multimillion–dollar pre–IPO fraud.
Meyer Wilson Werning is actively representing investors and investigating claims against Forge Securities LLC and its registered representatives for potential failures in due diligence. Contact us today for a free, confidential case evaluation.
The Sestante Capital Pre-IPO Fraud Scheme
In December 2025, the U.S. Attorney’s Office for the Southern District of New York unsealed a federal indictment charging Giovanni Pennetta—the managing partner of Sestante Capital LLC—with securities fraud, wire fraud, and aggravated identity theft.
According to the Department of Justice, Pennetta was arrested at John F. Kennedy International Airport and presented before a federal magistrate judge in Manhattan.
The charges center on a scheme that prosecutors allege defrauded investors out of millions of dollars. Pennetta ran Sestante Capital, a Manhattan-based investment advisory firm.
Through Sestante, Pennetta also managed NextGenTech Investments LLC, a private fund that purportedly offered investors “economic exposure” to equity securities in high-profile private companies through membership interests in various fund series.
According to the indictment, many of Pennetta’s representations centered around access to shares of Anduril Industries, Inc., a private defense technology company valued at approximately $30 billion.
Pennetta allegedly told investors he had access to Anduril shares through personal connections and offered to sell them economic exposure by purchasing membership interests in specific NextGenTech fund series.
The government alleges that these claims were entirely fabricated. Pennetta did not have access to Anduril shares. NextGenTech did not have exposure to Anduril shares.
Investors who paid millions of dollars based on these promises received nothing. Instead, prosecutors allege that investor funds were transferred directly into Pennetta’s personal bank account.
To sustain the deception, Pennetta allegedly provided victims with falsified documents designed to show that he had legitimate access to Anduril shares and that the NextGenTech fund series offered real exposure to those shares. FBI Assistant Director in Charge Christopher G.
Raia stated that Pennetta “allegedly abused his managerial position to attract potential victims before moving their intended investment funds from their wallets to his own.”
Pennetta faces up to 20 years in prison on each of the securities fraud and wire fraud charges, plus a mandatory consecutive two-year sentence for aggravated identity theft. The case is being handled by the Securities and Commodities Fraud Task Force of the U.S. Attorney’s Office.
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The Forge Global Connection
What makes this case particularly significant for investors is not just the fraud committed by Pennetta—it’s how many victims were recommended and introduced to Sestante Capital and NextGenTech in the first place.
Investors may have been introduced to Sestante Capital through registered brokers at Forge Securities LLC, a FINRA-registered broker-dealer and wholly owned subsidiary of Forge Global Holdings, Inc. (NYSE: FRGE).
Forge operates one of the largest private securities marketplaces in the United States, facilitating billions of dollars in transactions involving pre-IPO company shares. The platform connects buyers with sellers of private company stock and charges fees and commissions for facilitating these transactions.
When a Forge broker recommends or facilitates an investment into a fund like NextGenTech Investments, that broker has specific legal and regulatory obligations.
They are not merely processing paperwork. Under federal securities law and FINRA rules, a registered broker who recommends an investment has a duty to investigate that investment and ensure it is appropriate for the customer.
The broker cannot simply accept a fund manager’s claims at face value—especially when those claims involve access to shares of a private company that strictly controls its own share distribution.
Notably, Anduril Industries itself has publicly warned that unauthorized parties have attempted to sell fabricated investment opportunities. The company’s own spokesperson has stated plainly: “Any offer to invest in Anduril that does not come from or through Anduril is very likely a scam.”
A broker exercising reasonable care would have investigated whether Pennetta’s claimed access to Anduril shares was legitimate. The question investors should be asking is whether their Forge broker did so.
Broker Obligations: What the Law Requires
Registered broker-dealers like Forge Securities LLC operate under a comprehensive framework of federal and self-regulatory obligations designed to protect investors.
When a broker recommends an investment or facilitates a transaction, these obligations are not optional—they are legal requirements, and failure to meet them can give rise to significant liability.
Regulation Best Interest (Reg BI)
Under Regulation Best Interest, which took effect in June 2020, broker-dealers must act in the best interest of retail customers when making investment recommendations.
This includes a Care Obligation requiring the broker to exercise reasonable diligence, care, and skill in evaluating any recommendation. For a novel or complex investment like a private fund claiming access to pre-IPO shares, this standard demands meaningful investigation—not a rubber stamp.
FINRA Rule 2111 (Suitability)
FINRA’s suitability rule requires that a broker have a reasonable basis for believing a recommendation is suitable for at least some investors.
Critically, this includes what FINRA calls “reasonable-basis suitability,” which requires the broker to perform sufficient due diligence to understand the product. A broker who recommends a private fund without verifying that the fund actually holds the assets it claims to hold has not met this threshold.
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Duty of Due Diligence
The SEC and FINRA have long held that broker-dealers who recommend securities bear an affirmative duty to investigate the securities they recommend. As FINRA has stated, a broker-dealer “that recommends a security has a duty to conduct a reasonable investigation concerning that security and the issuer.”
This duty is heightened when the investment involves illiquid, complex, or non-public securities—exactly the type of products offered through private pre-IPO funds.
Our lawyers are nationwide leaders in investment fraud cases.
Supervision Obligations
Under FINRA Rules 3110 and 3120, brokerage firms must establish and maintain supervisory systems reasonably designed to detect and prevent violations of securities laws.
This includes supervising the recommendations made by individual brokers. If a Forge broker was recommending investments into Sestante Capital or NextGenTech without adequate oversight from the firm, Forge Securities itself may bear liability for a failure of supervision.
A Growing Epidemic: Pre-IPO Fraud in the Private Markets
The Sestante Capital scheme is not an isolated incident. It is part of a rapidly accelerating wave of pre-IPO investment fraud that federal regulators have identified as a priority enforcement area.
As private companies like Anduril, SpaceX, and OpenAI delay their IPOs and grow to extraordinary valuations, investor demand for pre-IPO access has surged. Secondary market transaction volumes reached record levels in recent years, creating enormous opportunities—and enormous risks. Fraudsters have seized on this dynamic, approaching investors with polished presentations, fabricated documents, and promises of exclusive access to shares they do not own.
The SEC has made pre-IPO fraud a stated enforcement priority. In September 2024 alone, the Commission charged three individuals for running a $120 million pre-IPO scheme that defrauded more than 900 investors.
In separate actions, the SEC has pursued cases involving hundreds of millions of dollars in fraudulent pre-IPO offerings. The pattern is consistent: fund managers claim access to shares of well-known private companies, collect investor funds, and either misappropriate those funds or invest them in something other than what was promised.
What makes the Forge/Sestante situation particularly concerning is the involvement of a registered, FINRA-member broker-dealer.
Investors who accessed Sestante Capital through Forge had every reason to believe they were working within a regulated, vetted system. The presence of a registered broker in the transaction chain should have meant that someone was performing the due diligence that investors rely upon.
When that due diligence fails—or never occurs at all—investors may have legal claims not only against the fraudster, but against the broker and brokerage firm that facilitated the transaction.
Who May Have a Claim?
Meyer Wilson Werning is actively representing investors who suffered losses through investments in Sestante Capital or NextGenTech Investments that were facilitated by Forge Securities LLC or its registered representatives.
We believe there are many additional victims who may not yet realize they have legal options.
You may have a claim if:
- You were introduced to Sestante Capital LLC or NextGenTech Investments LLC by a broker or representative associated with Forge Global or Forge Securities LLC.
- You paid fees, commissions, or other charges to Forge or a Forge-affiliated broker in connection with an investment in Sestante Capital or NextGenTech.
- You were promised exposure to pre-IPO shares in companies like Anduril Industries, SpaceX, or other private technology companies through a Sestante or NextGenTech fund series.
- You received documents from Pennetta, Sestante, or NextGenTech purporting to demonstrate access to private company shares that now appear to have been fabricated.
- You learned about losses in your investment from the FBI, the SEC, the U.S. Attorney’s Office, or through media reports about Pennetta’s arrest.
- You have been unable to access, redeem, or receive any return on your investment in a NextGenTech fund series.
If any of these scenarios apply to you, we strongly encourage you to contact our firm for a free, confidential case evaluation. Time limitations may apply to your claims, so early action is important.
What Meyer Wilson Werning Is Investigating
Our investigation is focused on the role of Forge Securities LLC and its individual registered representatives in facilitating investments into what the FBI has now confirmed was a fraud.
Specifically, we are examining:
- Whether Forge brokers performed adequate due diligence before recommending or facilitating investments in Sestante Capital or NextGenTech, including verifying whether the fund actually held the assets it claimed to hold.
- Whether Forge Securities had adequate supervisory systems in place to detect red flags associated with Pennetta’s fund offerings, including the plausibility of his claimed access to Anduril shares.
- Whether Forge brokers made material misrepresentations or omissions to investors regarding the risks, structure, or legitimacy of the Sestante/NextGenTech investments.
- Whether the fees and commissions charged by Forge brokers were disclosed and appropriate given the nature and risk profile of the recommended investments.
- Whether Forge Securities complied with its obligations under Regulation Best Interest, FINRA suitability rules, and applicable anti-fraud provisions of the federal securities laws.
A Note on the Forge Global-Charles Schwab Acquisition
In November 2025, Charles Schwab announced an agreement to acquire Forge Global Holdings for approximately $660 million. The transaction, which is expected to close in the first half of 2026, would bring Forge’s private securities marketplace under Schwab’s umbrella.
This pending acquisition does not eliminate Forge’s legal exposure for conduct that occurred before the transaction. Investors who suffered losses due to the actions of Forge brokers retain their right to pursue claims regardless of the corporate structure that exists at the time those claims are resolved.
If anything, the acquisition underscores the scale and significance of Forge’s operations in the private securities market—and the corresponding importance of the due diligence obligations that attach to a broker-dealer of that size.
Why Meyer Wilson Werning
Meyer Wilson Werning is a nationally recognized investor rights law firm that has recovered over $350 million for clients since 1999. Our attorneys handle FINRA arbitration claims and federal securities litigation against brokerage firms, financial advisors, and banks throughout the United States.
We understand the complexities of private market investments and the regulatory obligations that attach to broker-dealers who facilitate them.
Our firm’s managing principal, David P. Meyer, secured a jury verdict exceeding $260 million against Prudential Securities—the largest in Ohio history—and has served as president of the Public Investors Advocate Bar Association (PIABA). Our team brings the resources, expertise, and courtroom experience necessary to hold large financial institutions accountable.
Every case we take is handled on a contingency fee basis. You pay nothing unless we recover money for you. Our initial consultations are always free and confidential.
Contact Us Today
If you invested in Sestante Capital or NextGenTech Investments through a Forge broker and suffered losses, contact Meyer Wilson Werning today.
Our experienced securities fraud attorneys can evaluate your situation and explain your legal options at no cost.
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