I don't see how that's illegal or brokering. Plenty of small company management loan the company munny and take notes. And there is no reason I see here why they can't resell them to a qualified investor (they're still restricted and the tacking period restarts).
It may be self-dealing and a breach of fiduciary duty, depending upon the facts, butt that's nott a province for regulators - that's a private cause of action in a shareholders' derivative suit against that management/custodian.
Maybe one of our esteemed securities experts can step in and resolve this issue with certainty. To my semi-trained eye, I don't see any illegal brokering under the circumstances as they've been described here.
Butt I may be very wronGGG on that.
BTW, thanks to the person who PM'ed me about Jim Bishop. I was unaware of that.