The underlying terms are "insider" and "sell". Depending on the source of the Restricted Shares, nothing w/have prevented a PIPE from receiving the shares and obtaining an SEC registered attorney's opinion letter, stating that Rule 144 compliance has been met.
Believe me when I tell you that most PIPEs have an attorney on retainer to handle this type of trx at anytime.
If the Restricted Shares do not come from an INSIDER (aka 10% Owner, Director, etc.), then the opinion letter nor the details of the trx are required to be filed w/the SEC. The only party who needs to give the OK for the restriction to be lifted is the Transfer Agent.
If the shares are from an INSIDER, then a Form 4 is required to be filed. Even then, it's the Transfer Agent who lifts the restriction, not the SEC.
As well, Restricted Shares are typically deposited w/a PIPE (usually in the form of a convertible note) serving as leverage for money borrowed. Thus, if the public company decides to exercise its option to allow the loan term to expire w/o repayment, the PIPE can then seek removal of the restriction as long as they have been held in street name for 12-months.
Even during the time that the shares remain restricted or the note unconverted, the PIPE can leverage them against other sources of funding so as to keep the well primed throughout the 12-month waiting period. Remember, the terms of the PIPE usually allow conversion at a 35 to 40% discount from the lowest price occurring over the last 20-trading days. Thus, the PIPE is protected from whatever downside risk might be evidenced throughout the waiting period.
Many companies have arrangements w/custodial accounts to funnel shares to various funding sources. Not saying that EXPH has custodial accounts, but it goes w/o saying that this is common practice.
There's suppose to be an arm length's agreement (on paper) between the company and the custodian, yet I'm aware that sometimes these relationships go beyond what is written on paper and allow a free flowing of shares to be readily available whenever they are needed (aka for funding). And, if a custodian had held shares for at least 12-months, they could have had their restriction legends removed before transferring them to funding source(s).
Again, to clarify, the only time an SEC filing is required is when shares (restricted or free trading) are being transferred DIRECTLY from an "INSIDER" to another party. Non-Insider transfers, restricted shares or otherwise, are not required to be filed w/the SEC.
Hope this helps.
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