SecProbe.io

March 2, 2018

Via E-mail
David Alan Miller, Esq.
Graubard Miller
The Chrysler Building
New York, New York 10174

Re: PAVmed , Inc.
Schedul e TO-I
Filed February  20, 2018, as amended February 21, 2018
File No.  005-89489

Dear Mr. Miller :

We have reviewed the filing above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing or by providing the requested
information.  If you do not believe our comment s apply to the Company’s facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing  any amendment to the filing and the information you provide in response
to these comment s, we may have  additional comments.

Offer to Purchase

1. Please advise us in yo ur response letter why this offer or the prior offer conducted in
January and February of 2018 is or was not a first step in a going -private transaction
subject to Exchange Act Rule 13e -3.  Include in your response a detailed discussion of
any exception to Rule 13e -3 you believe applicable  and the justification  for such position.
Also address the disclosure indicating that the Series W Warrants trade on Nasdaq and
that there can be no guarantee that the Series Z Warrants will be approved for listing.

Withdrawal Rights, page  11

2. Refer to the second sentence of the first paragraph of this section .  The phrase “[i]f the
Company extends the period of time during which the Offer is open for any reason,
then… in a manner compliant with Rule 14e -1I [sic] of the Exchange Act, the Company

David Alan Miller, Esq.
Graubard Miller
March 2, 2018
Page 2
 may retain all Series W Warrants tendered and tenders of such Series W Warrants may
not be rescinded, except as provided in this Section 3 …” appears inconsistent with
Exchange Act Rule 13e-4(f)(2)(i) .  Please revise to make clear that holders may withdraw
tendered warrants at any time during the period that the tender offer r emains  open,
including during  any extensions .

Summary  Financial I nformation, page 23

3. Please revise to disclose the ratio of earnings to fixed charges .  See Item 1010(c)(4) of
Regulation M -A.  Please also explain the basis for the exclusion  of the infor mation
required by Item 1010( c)(6).

Conditions; Termination; Waivers; Extensions; Amendments, page 23

4. Refer to the last paragraph  on page 24 .  The first sentence indicates that “[w]e may
terminate the Offer if any of the conditions of the Offer are not satisfied prior to the
Expiration Date .”  Please clarify in your response letter that such disclosure is not
intended to suggest that the Company may terminate the Offer prior to the Expiration
Date under any circumstances.

*     *     *

We remind you that the registrant and its management are responsible for the accuracy
and ade quacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 Please contact me at (202) 551 -3444 with any questions.

Sincerely,

/s/ Perry Hindin

Perry Hindin
Special Counsel
Office of Mergers and Acquisitions