Island tours has been an exchange app reporting company since going public three years ago. Island tours recently sold an additional 5 million of common stocks through a regulation D private placement to several accredited investors. In the private placement Skipper, the CEO purchased 100,000 shares at $10 per share and Marianne and outside investor with no other affiliation with the island tours also purchase 100,000 shares. After holding the 100,000 shares he purchased is island tours private placement for 14 months. Skipper resells them to professor, an outside investor through an unsolicited brokerage transaction. Island tours is late and has not yet filed its latest form 10-K period is the sale valid under Rule 144?