The registered shares are, but should not be restricted. They are restricted and not available for sale. If the 15c2-11 happened tomorrow, they could not be traded except for those that Wayne has reissured to himself and his friends.
Two separate things. No additional shares were "Offered" in the S-1. Every single share was already issued and owned by the recipients of the DIVVY except for the 2,000,000 shares he initially said were to "offer" to raise funds, but he had already committed them specifically to EMET.
Wayne and his friends can call it what they want, but it was a simple S-1 registration statement.
Wayne is a scammer...he scams for a living.