SecProbe.io

CORRESP
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    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)
    818-8638

    email
    address

    eschwartz@graubard.com

January
8, 2020

Division
of Corporation Finance

Office
of Life Sciences

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Filed
    December 3, 2019

    File
    No. 333-235335

Ladies
and Gentlemen:

On
behalf of PAVmed Inc. (the “Company”), we hereby respond as follows to the comment letter from the staff of
the Securities and Exchange Commission (the “Staff”) dated December 18, 2019, relating to the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”). For the Staff’s convenience, we have
recited each of the comments in the Staff’s letter below in bold and italics, and set forth the Company’s response
in regular font immediately thereafter.

Capitalized
terms used but not defined herein have the meanings ascribed to them in the Registration Statement.

Registration
Statement on Form S-3

General

    1.
    It
    appears that you are seeking to register this transaction as a resale pursuant to Rule 415(a)(1)(i) of the Securities Act
    of 1933. However, given the size of the offering relative to the number of shares outstanding and the nature of the offering,
    the transaction appears to be a primary offering. Because you are not eligible to conduct a primary offering on Form S-3,
    we note that you are ineligible to conduct a primary at-the-market offering pursuant to Rule 415(a)(4). Accordingly, please
    revise to establish a fixed price for the shares and disclose that the selling shareholders are underwriters.

Securities
and Exchange Commission

January
8, 2020

Page
2

    To
    the extent that you disagree with the above assessment, please provide us with a detailed legal and factual analysis explaining
    why the proposed offering is not a primary offering but rather a resale transaction on behalf of the selling stockholders.
    For guidance, please refer to Compliance Disclosure Interpretations, Securities Act Rules, Question 612.09. In your response,
    please be sure to address the size of the offering relative to the number of shares held by non-affiliates and discuss whether
    the noteholders are at market risk given the various conversion features and conversion discounts. Also, discuss your ability
    to service the note payments in cash and address whether the investors have an intent to distribute the securities. In this
    regard, it may be relevant to discuss your 2018 Convertible Note, which you state has similar terms to the 2019 Convertible
    Notes and which is also held by Alto Opportunity Master Fund. With reference to your Voting Agreements with Alto, please also
    discuss Alto’s total voting power.

The
Company respectfully acknowledges the Staff’s comment. For the reasons set forth below, the Company respectfully submits
that the offering contemplated by the Registration Statement is a valid secondary offering by or on behalf of Alto Opportunity
Master Fund, SPC – Segregated Master Portfolio B (“Alto B”) and Alto Opportunity Master Fund, SPC –
Segregated Master Portfolio C (together with Alto B, the “Funds”) of shares of the Company’s common stock
that may be registered for resale on a continuous basis pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as amended
(the “Securities Act”).

In
making this determination, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance
and Disclosure Interpretations, Question 612.09 (“Interpretation 612.09”), which identifies six factors to
be considered in determining whether a purported secondary offering is really a primary offering. Interpretation 612.19 states:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are
actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment
of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed
to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public
float” test for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings
must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary
one is really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration
should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their
relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities,
and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Securities
and Exchange Commission

January
8, 2020

Page
3

Based
on the Company’s consideration of the totality of the facts and circumstances of the transaction and each of the factors
enumerated in Interpretation 612.09, the Company believes that the shares of common stock that the Company is proposing to register
for resale by the Funds (the “Shares”) are eligible for registration on a delayed or continuous basis pursuant
to Rule 415(a)(1)(i) of the Securities Act.

Factor
1: How long the Funds have held the securities.

The
Company notes that there is no mandatory holding period for a PIPE transaction (such as the Company’s private placement
of the 2019 Convertible Notes) to be characterized as a valid secondary offering. As noted by the Staff in Securities Act Rules
Compliance and Disclosure Interpretations, Question 139.11 (“Interpretation 139.11”), a valid secondary offering
could occur immediately following the closing of a private placement. Interpretation 139.11 provides in relevant part as follows:

“In
a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has
completed a Section 4(2)-exempt sale of the securities (or in the case of convertible securities, of the convertible security
itself) to the investor, and the investor is at market risk at the time of filing of the resale registration statement…
The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the
resale registration statement.”

The
Company believes this concept conforms to the custom and practices in many PIPE transactions. In many PIPE transactions, a registration
statement is required to be filed shortly post-closing (often 30-45 days) and declared effective shortly after filing (often 90-150
days post-closing). The Company is not aware that the Staff has taken a position that the period of time elapsing between a closing
and effectiveness of a registration statement has raised concerns about whether the offering is a valid secondary offering, and
the Company believes such a position would be inconsistent with Interpretation 139.11 set forth above, which allows inclusion
of the securities sold after a registration statement is filed if the registration statement is not yet effective.

The
discussion above supports the conclusion that the offering pursuant to this prospectus is a valid secondary offering.

Factor
2: The circumstances under which the Funds received the securities.

The
2019 Convertible Notes were issued to the Funds in an arm’s-length private placement transaction. The Registration Statement
is filed by the Company to comply with its obligations under the RRA by and between the Company and the Funds. The Company did
not enter into the RRA for the purposes of conducting an indirect primary offering. The Company did not and will not pay commissions
or fees to the Funds and will not receive proceeds from the resale of the common stock.

Securities
and Exchange Commission

January
8, 2020

Page
4

In
the SPA, the Funds made certain representations to the Company, including that (i) each Fund was an “accredited investor”
as defined in Rule 501(a) of Regulation D under the Securities Act and (ii) each Fund had acquired the 2019 Convertible Notes,
and upon conversion of the 2019 Convertible Notes would acquire the Shares issuable upon conversion thereof, in each case, for
its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company
is neither aware of any evidence that would indicate that these representations were false nor aware of any evidence that the
Fund has any plan to act in concert with a third party to effect a distribution of the Shares.

In
addition, the Company is not aware of any evidence that would indicate that a distribution would occur if the Registration Statement
is declared effective. Under the Commission’s rules, a “distribution” requires special selling efforts. Rule
100(b) of Regulation M defines a “distribution” as “an offering of securities, whether or not subject to registration
under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude of the offering and the presence
of special selling efforts and selling methods.” The Company is not aware of any evidence that would indicate that any special
selling efforts or selling methods (such as road shows or other actions to condition the market for the Company’s common
stock) by or on behalf of the Funds have occurred or will occur if the Registration Statement is declared effective.

Further,
the Funds are not acting on the Company’s behalf with respect to the registration of the Shares for resale under the prospectus
and, other than the registration rights granted to the Funds, the Company has no contractual relationship with the Funds that
would control either (a) the timing, nature, and amount (other than restrictions on the amount of sales imposed by the Leak-Out
Agreement as discussed below) of resales of the Shares; or (b) whether such Shares are ever resold under the Registration Statement.
The existence of registration rights is not, in and of themselves, evidence of an intent on the part of the Funds to sell its
Shares, much less to sell or distribute the securities on behalf of the Company. The Company also notes that there are many reasons,
other than to effect an immediate resale, why investors may prefer securities to be registered, which may include: (i) some private
investment funds, including the Funds, are required to mark their portfolios to market and if portfolio securities are not registered,
such investors are required to mark down the book value of those securities to reflect an illiquidity discount; and (ii) an issuer’s
decision to not register its shares would prevent investors from taking advantage of market opportunities or from liquidating
their investments if, for example, the investors’ convictions in their original investment decision had waned.

Securities
and Exchange Commission

January
8, 2020

Page
5

Additionally,
the Funds also are at market risk with respect to purchase of the 2019 Convertible Notes. As discussed in Interpretation 139.11,
whether a private placement has been completed, and the investor is at market risk, in a PIPE transaction involving convertible
securities (such as the Company’s private placement of the 2019 Convertible Notes) is determined by reference to the purchase
of the convertible security, rather than by reference to the underlying security. Interpretation 139.11 specifically addressed
the purchase of convertible securities that converted into common stock at a price “based on the company’s common
stock trading price at the time of conversion,” and the registration for resale of the shares underlying the convertible
securities. The Funds have paid the full purchase price for the Series A Notes in cash and, using the “fully paid”
standards of Rule 144, have fully paid the purchase price for the Series B Notes through the issuance of the full recourse and
secured Investor Notes (see the response to comment 2 for a more detailed discussion of the purchase of the Series B Notes). Accordingly,
while the 2019 Convertible Notes have both fixed price and floating price conversion features, because the sale of the 2019 Convertible
Notes has been completed, under Interpretation 139.11, the Company is permitted to register the Shares underlying the 2019 Convertible
Notes for resale.

Therefore,
the circumstances under which the Funds received the 2019 Convertible Notes support the conclusion that the offering pursuant
to this prospectus is a valid secondary offering.

Factor
3: The Funds’ relationship with the Company.

The
Funds have not had any material relationship with the Company in the past three years, except for the investment by Alto B in
the 2018 Convertible Notes and those relationships created in connection with the SPA, including the Voting Agreements.

The
Voting Agreements provide that certain of the Company’s stockholders will vote in favor of a proposal to amend the Company’s
certificate of incorporation to increase the number of shares of common stock the Company is authorized to issue from 100 million
to 150 million, and in favor of a proposal to approve the issuance of the Shares under the 2019 Convertible Notes for the purposes
of compliance with the stockholder approval rules of Nasdaq. Notably, the Voting Agreements cover specific matters relating to
the transaction and do not relate to the election of directors or any other general corporate matters. Furthermore, the Voting
Agreements cover only 13.0% of the Company’s outstanding common stock.

In
addition, pursuant to the terms of the 2019 Convertible Notes (and the 2018 Convertible Notes), the Funds will not have the right
to convert any portion of such notes, to the extent that, after giving effect to such conversion, the Funds (together with certain
related parties) would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving
effect to such conversion (the “Beneficial Ownership Limitation”). The Beneficial Ownership Limitation limits
the influence of the Funds over the management and policies of the Company.

As
a result, this factor weighs favorably in the Company’s determination that the offering for resale of the Shares by the
Funds is a secondary offering and not a primary offering.

Securities
and Exchange Commission

January
8, 2020

Page
6

Factor
4: The amount of shares being registered.

Given
the facts and circumstances of the exchange transaction, the number of Shares being registered for resale does not support the
conclusion that the offering is really a primary distribution on behalf of the Company. As of January 7, 2020 the Company had
41,429,904 shares of common stock outstanding, of which 34,411,773 shares were held by persons other than the Funds, affiliates
of the Company and affiliates of the Funds. The Company is seeking to register 18,922,148 Shares for resale that are issuable
upon conversion of the 2019 Convertible Notes held by the Funds.

Regardless
of the percentage of the Company’s public float that is being registered for resale, it is important to note that the amount
of shares being registered is only one factor cited in Interpretation 612.09. For example, the Staff has indicated in Securities
Act Forms Compliance and Disclosure Interpretation No. 216.14, dated February 27, 2009, that secondary sales by affiliates may
be made under Ge