SEC Comment Letter for PAVmed Inc. (PAVM) (CIK 0001624326) (PAVM) — Feb 18, 2020
PAVmed Inc. (PAVM) (CIK 0001624326)
Date: Feb. 18, 2020 · CIK: 0001624326 · Accession: 0000000000-20-001503
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-235335
Letter
February 18, 2020 Lishan Aklog, M.D. Chairman of the Board and Chief Executive Officer PAVmed Inc. One Grand Central Place, Suite 4600 New York, New York Re:PAVmed Inc. Registration Statement on Form S-3 Response dated January 30, 2020 File No. 333-235335 Dear Dr. Aklog: We have reviewed your response to our comment letter 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 circumstances 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. Response dated January 30, 2020 General 1.We continue to evaluate your response to prior comment 1. Please provide us additional support for your position that Alto is not purchasing the 2019 Notes with a view to distributing the underlying shares to the public. In your response, please provide us with a schedule that provides the dates and prices for conversions of the 2018 Note. Also explain whether Alto typically sells or otherwise disposes of the underlying shares shortly after conversion, including in settlement of short sales. 2.Based on your response to prior comment 2, we do not understand how Alto is irrevocably bound to purchase the Series B Note given that Alto may “net” the respective notes and thereby avoid any obligation to provide you with cash or other consideration. In this regard, we note that pages 5-7 of your response indicate that Alto would not have engaged in the Series B transaction absent “protections” afforded by the netting arrangement to
FirstName LastNameLishan Aklog, M.D. Comapany NamePAVmed Inc. February 18, 2020 Page 2 FirstName LastName Lishan Aklog, M.D. PAVmed Inc. February 18, 2020 Page 2 prevent investment loss. Accordingly, please revise to remove the shares issuable upon conversion of the Series B Note or provide us additional analysis explaining how Alto presently is at market risk with respect to the Series B Note. You may contact Chris Edwards at (202) 551-6761 or Joseph McCann at (202) 551-6262 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Eric Schwartz
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February 18, 2020
Lishan Aklog, M.D.
Chairman of the Board and Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York
Re:PAVmed Inc.
Registration Statement on Form S-3
Response dated January 30, 2020
File No. 333-235335
Dear Dr. Aklog:
We have reviewed your response to our comment letter 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 circumstances
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.
Response dated January 30, 2020
General
1.We continue to evaluate your response to prior comment 1. Please provide us additional
support for your position that Alto is not purchasing the 2019 Notes with a view to
distributing the underlying shares to the public. In your response, please provide us with a
schedule that provides the dates and prices for conversions of the 2018 Note. Also explain
whether Alto typically sells or otherwise disposes of the underlying shares shortly after
conversion, including in settlement of short sales.
2.Based on your response to prior comment 2, we do not understand how Alto is irrevocably
bound to purchase the Series B Note given that Alto may “net” the respective notes and
thereby avoid any obligation to provide you with cash or other consideration. In this
regard, we note that pages 5-7 of your response indicate that Alto would not have engaged
in the Series B transaction absent “protections” afforded by the netting arrangement to
FirstName LastNameLishan Aklog, M.D.
Comapany NamePAVmed Inc.
February 18, 2020 Page 2
FirstName LastName
Lishan Aklog, M.D.
PAVmed Inc.
February 18, 2020
Page 2
prevent investment loss. Accordingly, please revise to remove the shares issuable upon
conversion of the Series B Note or provide us additional analysis explaining how Alto
presently is at market risk with respect to the Series B Note.
You may contact Chris Edwards at (202) 551-6761 or Joseph McCann at (202) 551-6262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Eric Schwartz