SecProbe.io

CORRESP
1
filename1.htm

    Graubard
        Miller

        The
        Chrysler Building

        405
        Lexington Avenue

        New
        York, N.Y. 10174-1101

        (212)
        818-8800

    facsimile

    direct
    dial number

    (212) 818-8881

    (212)
    818-8602

    email
    address

    eschwartz@graubard.com

March
5, 2018

Mr.
Perry Hindin

Special
Counsel

Office
of Mergers and Acquisition

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    PAVmed
    Inc.

    Schedule
    TO-I

    Filed
    February 20, 2018, as amended February 21, 2018

    File
    No. 005-89489

Dear
Mr. Hindin:

On
behalf of PAVmed Inc. (the “Company”), we respond as follows to the Staff’s comment letter, dated March
2, 2018, relating to the above-captioned Schedule TO-I (“Schedule TO”). Please note that for the Staff’s
convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately
thereafter.

References
in this letter to the “Offer to Exchange” are to the Offer to Exchange included as Exhibit (a)(1)(A) to the
Schedule TO. Capitalized terms used but not defined in this letter have the meanings ascribed to them in the Offer to Exchange.

Offer
to Purchase

    1.
    Please
    advise us in your 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.

Securities
and Exchange Commission

March
5, 2018

Page
2

We
believe that neither the prior offer conducted in January (the “Prior Offer”) nor the present offer (the “Current
Offer”) constitutes a going-private transaction subject to Rule 13e-3 under the Exchange Act.

Prior
Offer

The
Company provided the holders of the Series W Warrants with the opportunity to exercise their warrants at a temporarily reduced
exercise price of $2.00 per share. Because holders would receive a share of common stock, the common stock is registered under
Section 12(b) of the Exchange Act and the common stock is traded on the Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”),
the Prior Offer fell within the exception from Rule 13e-3 provided by paragraph (g)(2) of the rule.

The
Current Offer (and the Two Offers Considered Together)

The
Series W Warrants are presently registered pursuant to Section 12(b) of the Exchange Act, and accordingly are not subject to Section
12(g) or 15(d) of the Exchange Act. Furthermore, the continued listing standards for the Nasdaq Capital Market, on which the Series
W Warrants are traded, have no minimum requirement as to the number of Series W Warrants or as to the number of holders of the
Series W Warrants. The only continued listing requirements are that the underlying security (the Company’s common stock)
remains listed and that there be at least two market makers for the Series W Warrants. See Nasdaq Listing Rule 5560. The
Company reasonably expects that, except in the case discussed below, such requirements will continue to be met, and it does not
have any intention of voluntarily delisting the Series W Warrants. For the foregoing reasons, except in the case discussed below,
we respectfully submit that the Current Offer (and the two offers considered together) have neither a reasonable likelihood nor
a purpose of producing the effects described in paragraph (a)(3)(ii) of Rule 13e-3.

The
only circumstance in which the Series W Warrants would be delisted or deregistered is if substantially all of the Series W Warrants
are exchanged in the Current Offer. In such event, because there are presently approximately 550 holders of the Series W Warrants,
there should be more than 400 holders of the Series Z Warrants upon completion of the Current Offer. As a result, in this
circumstance, the Company expects that the Series Z Warrants would be listed on the Nasdaq Capital Market, as the number of holders
is the only criterion that the Company believes is at issue in connection with its listing application. If the Series Z Warrants
are listed, they would also be registered pursuant to Section 12(b) of the Exchange Act.

Securities
and Exchange Commission

March
5, 2018

Page
3

The
Series Z Warrants have substantially the same rights as the Series W Warrants, including as to redemption rights (neither security
has voting, dividend or liquidation rights). The Series Z Warrants will be, and the Series W Warrants are, immediately exercisable
for shares of the Company’s common stock. As more fully described in the Offer to Exchange, the only material differences
are a lower exercise price of $3.00, as opposed to $5.00 for the Series W Warrants, and a correspondingly lower redemption threshold
of $9.00, as opposed to $10.00 for the Series W Warrants. However, the spread between the exercise price and the redemption threshold
price is actually higher for the Series Z Warrants. Like the Series W Warrants, the Series Z Warrants have a term of six years
(but the Series Z Warrants have a longer remaining life, expiring in April 2024, instead of January 2022) and provide redemption
protection for the first year of their term. The Company believes that, to the extent the rights of Series Z Warrants differ from
the Series W Warrants, in the aggregate the rights provided by the Series Z Warrants are superior to those provided by the Series
W Warrants. See No-Action Letter, Savin Corporation (June 28, 1988) (no objection to application of the exception in Rule
13-3(g)(2) where security being offered had enhanced rights over security being exchanged).

Accordingly,
in the event substantially all of the Series W Warrants are exchanged, because the Series Z Warrants would be listed on the Nasdaq
Capital Market and registered pursuant to Section 12(b) of the Exchange Act, and would have substantially the same (if not, superior)
rights to the Series W Warrants, the Current Offer would fall within the exception from Rule 13e-3 provided by paragraph (g)(2)
of the rule.

For
the foregoing reasons, we respectfully submit that Rule 13e-3 is not applicable to the Prior Offer or the Current Offer (or the
two offers considered together).

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-lI [sic] of the Exchange Act, the
    Company 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 remains open, including during any extensions.

In
Amendment No. 2 to the Schedule TO, the Company has amended the aforementioned paragraph to remove the second sentence and add
further clarifying language, as requested.

Summary
Financial Information, 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 information required by Item 1010(c)(6).

In
Amendment No. 2 to the Schedule TO, the Company has added disclosure of the ratio of earnings to fixed charges, as requested.

Securities
and Exchange Commission

March
5, 2018

Page
4

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.

The
Company hereby confirms that the aforementioned disclosure is not intended to suggest that the Company may terminate the Offer
prior to the Expiration Date under any circumstances.

*
* * * * * * * * *

If
you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/
    Eric T. Schwartz

    Eric
    T. Schwartz

    cc:
    Dr.
    Lishan Aklog

    Chairman
    and Chief Executive Officer

    PAVmed
    Inc.