SEC Comment Letter for PAVmed Inc. (PAVM) (CIK 0001624326) (PAVM) — Oct 16, 2015
PAVmed Inc. (PAVM) (CIK 0001624326)
Date: Oct. 16, 2015 · CIK: 0001624326 · Accession: 0000000000-15-050075
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Letter
Mail Stop 3030 October 16, 2015 Lishan Aklog, M.D. Chairman and Chief Executive Officer PAVmed Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170
Re: PAVmed Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed September 29, 2015 File No. 333 -203569
Dear Dr. Aklog :
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
Fee Ta ble
1. Please revise to calculate the registration fee of the units based on the offer price of the units and the exercise price of the warrants, and calculate the fee of the common stock underlying the warrants based on the exercise price of the warrants. For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretations 240.05 and 240.06, available on the Commission’s website.
Use of Proceeds, page 34
2. We note your new disclosure on page 34 of the amount of net proceeds for the development, regulatory clearance and commercialization of each of your five lead projects. If the net proceeds from this offering would not provide sufficient funds for the development, clearance and commercialization of these projects, please provide t he disclosure required by Instruction 3 to Regulation S -K Item 504.
Lishan Aklog PAVmed Inc. October 16, 2015 Page 2
Dilution, page 36
3. We note the new disclosure in footnote 2 on page 36. Please disclose how the numbers and percentages would change if you sell the 800,000 additional units.
You may con tact Dennis Hult at (202) 551 -3618 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior Attor ney, at (202) 551 -3625 with any other questions.
Sincerely,
/s/ Mary Beth Breslin for
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Mail Stop 3030 October 16, 2015 Lishan Aklog, M.D. Chairman and Chief Executive Officer PAVmed Inc. 420 Lexington Avenue, Suite 300 New York, New York 10170 Re: PAVmed Inc. Amendment No. 3 to Registration Statement on Form S -1 Filed September 29, 2015 File No. 333 -203569 Dear Dr. Aklog : We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstanc es or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. Fee Ta ble 1. Please revise to calculate the registration fee of the units based on the offer price of the units and the exercise price of the warrants, and calculate the fee of the common stock underlying the warrants based on the exercise price of the warrants. For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretations 240.05 and 240.06, available on the Commission’s website. Use of Proceeds, page 34 2. We note your new disclosure on page 34 of the amount of net proceeds for the development, regulatory clearance and commercialization of each of your five lead projects. If the net proceeds from this offering would not provide sufficient funds for the development, clearance and commercialization of these projects, please provide t he disclosure required by Instruction 3 to Regulation S -K Item 504. Lishan Aklog PAVmed Inc. October 16, 2015 Page 2 Dilution, page 36 3. We note the new disclosure in footnote 2 on page 36. Please disclose how the numbers and percentages would change if you sell the 800,000 additional units. You may con tact Dennis Hult at (202) 551 -3618 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior Attor ney, at (202) 551 -3625 with any other questions. Sincerely, /s/ Mary Beth Breslin for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: David Alan Miller, Esq.