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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
    30, 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

    Response
    dated January 8, 2020

    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 January 22, 2020, 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.
    To
    help us evaluate your response to prior comment 1, please provide us additional detail concerning the mechanics of the installment
    conversion process, including a discussion of how that mechanism has operated with respect to the 2018 Convertible Notes.
    With reference to your risk factor disclosures on pages 10-11, please explain why the 2019 Convertible Notes “likely
    will be converted only at times when it is economically beneficial for the holder to do so” and discuss whether/how
    Alto has done so with respect to its conversions of 2018 Convertible Notes. Also explain why you might choose to “voluntarily
    reduce the conversion price of the 2019 Conversion Notes” and indicate whether you have done so with respect to the
    2018 Convertible Notes. Also, clarify for us whether you repaid any portion of the 2018 Convertible Notes in cash as opposed
    to stock and explain the reason(s) why the parties amended the Leak-Out Agreement in connection with the 2019 Convertible
    Note offering.

Securities
and Exchange Commission

January
30, 2020

Page
2

On
behalf of the Company, as requested by the Staff, we respectfully submit the following information regarding the mechanics of
the conversion process.

As
discussed more thoroughly below, the 2019 Convertible Notes have both fixed and floating price conversion features. As with any
convertible security, the 2019 Convertible Notes likely will be converted only when the conversion price is less than the prevailing
market price for the Company’s common stock, otherwise the noteholder would be paying more for the Company’s common
stock on conversion than it would pay if it bought shares in the open market. However, pursuant to Securities Act Rules Compliance
and Disclosure Interpretations, Question 139.11, regardless of whether a convertible security has a fixed or floating conversion
price, whether a private placement is deemed complete is determined by reference to the sale of the convertible security itself,
rather than the underlying securities.

Furthermore,
the features of the 2019 Convertible Notes do not encourage immediate and rapid conversion of the notes and resale of the underlying
shares (and in fact were structured to provide for a measured and prolonged conversion process), as a result of (i) the relatively
high fixed conversion price, which is $1.60 per share (compared to a market price of $0.89 as of the issuance of the 2019 Convertible
Notes), (ii) the prolonged amortization schedule, which runs until two years after the issuance of the 2019 Convertible Notes,
(iii) the beneficial ownership limitation, which prevents the 2019 Convertible Notes from being exercised to the extent the holder
and its affiliates would beneficially own more than 4.99% of the Company’s outstanding common stock, and (iv) the restrictions
imposed by the Amended and Restated Leak-Out Agreement, which limit the resale of shares issued pursuant to any acceleration of
the 2019 Convertible Notes. The Company’s experience with the 2018 Convertible Note bears out this assertion, as the 2018
Convertible Note has been gradually converted over a period of more than one year from its issuance, with $50,000 in principal
balance remaining as of the date of this letter. In addition, historically, all voluntary price reductions of the 2018 Convertible
Note have been structured in order to prevent the issuance of large blocks of shares.

Of
course, the Company also may pay obligations under the 2019 Convertible Notes in cash, and it took advantage of this right with
respect to a portion of the interest payments on the 2018 Convertible Notes. The Company might also pay the 2019 Convertible Notes
in cash in the event cheaper sources of financing become available.

Mechanics
of Conversion

Each
2019 Convertible Note is convertible, at the option of the noteholder, into shares of the Company’s common stock at an initial
conversion price of $1.60 per share.

Securities
                                         and Exchange Commission

January
30, 2020

Page
3

In
addition, an amortization payment on each 2019 Convertible Note will be due on March 30, 2020, on the 15th day of the
month and the last trading day of the month for each month thereafter, and on the maturity date, which generally will be September
30, 2021 (each, an “Installment Date”). On each Installment Date, the Company will amortize an amount equal
to $94,595 of each 2019 Convertible Note, together with interest and late charges, if any, thereon (the “Installment
Amount”), which will be satisfied in shares of the Company’s common stock, subject to customary equity conditions
(including minimum price and volume thresholds), at 100% of the Installment Amount (an “Installment Conversion”),
or otherwise (or at the Company’s option, in whole or in part) in cash at 115% of the Installment Amount (an “Installment
Redemption”). The noteholder may elect to defer an Installment Amount until a subsequent Installment Date selected by
the noteholder. In the event the Company elects to convert an Installment Amount, the noteholder may elect to accelerate the conversion
of future Installment Amounts to the current Installment Date.

If
the Company satisfies the equity conditions (or a noteholder waives any failure to meet such conditions) and elects to effect
an Installment Conversion, the Company will convert the portion of the Installment Amount subject to such Installment Conversion
into shares of the Company’s common stock at a price per share equal to the lower of (i) the conversion price then in effect,
and (ii) 82.5% of the market price of the Company’s common stock, as determined in accordance with the 2019 Convertible
Notes, but not less than the Floor Price (as defined in the 2019 Convertible Notes).

Prior
to the first Installment Date and after the maturity date, interest is payable bi-monthly on the 15th day and the last
trading day of each month in shares of the Company’s common stock, subject to the satisfaction of customary equity conditions
(including minimum price and volume thresholds), or otherwise (or at the Company’s option, in whole or in part), in cash.
When paid in shares, the price per share will be calculated in the same manner as for an Installment Conversion. During the period
from the first Installment Date to the maturity date, interest is included in the Installment Amounts.

With
respect to the 2018 Convertible Notes, through June 27, 2019, the Company paid $279,002 of the interest in cash and $1,843 of
the interest through the issuance of 1,761 shares of its common stock. Commencing on June 28, 2019, the Company began paying the
bi-monthly installment amounts under the 2018 Convertible Note, each of which was paid in shares of common stock. Overall, in
the more than one year that has elapsed since the issuance of the 2018 Convertible Note, a total of $6,386,000 in principal of
the 2018 Convertible Note has been paid through Installment Conversions (including $4,852,250 that was accelerated by the noteholder),
along with interest thereon, resulting in the issuance of 8,559,230 shares of the Company’s common stock. In addition, a
portion of the 2018 Convertible Note was converted pursuant to voluntary conversion price reductions as described below.

Securities
                                         and Exchange Commission

January
30, 2020

Page
4

Economics
of Conversions

As
discussed above, the 2019 Convertible Notes have features of both a fixed price convertible note and a floating price convertible
note, in that the noteholders can convert at any time at the fixed price and the Company has the option (subject to customary
equity conditions) to cause a conversion at a floating price in connection with the payment of amortization amounts (i.e.,
Installment Amounts).

The
Company’s statement in the Registration Statement that the 2019 Convertible Notes “likely will be converted only when
it is economically beneficial to do so” reflects the fixed and floating price conversion features of the 2019 Convertible
Notes. On one hand, voluntary conversions by the noteholder likely will be effected only if the market price of the Company’s
common stock exceeds the fixed conversion price of $1.60 per share. On the other hand, Installment Conversions take place at a
floating conversion price that is a percentage of the then current market price, so by definition, they occur below the current
market price. Accordingly, conversions of either type generally will be at a price below the then current market price. This conversion
construct has borne out with respect to the 2018 Convertible Note, under which all voluntary conversions and Installment Conversions
have been at a conversion price below the then-prevailing market price.

This
is true for any convertible security. Convertible securities, whether featuring a fixed conversion price or a floating conversion
price, generally are converted into the underlying security only at such times that the market price of the underlying security
exceeds the conversion price of the convertible security, otherwise the noteholder would be paying more for the Company’s
common stock on conversion than it would pay if it bought shares in the open market.

Reductions
in Conversion Price

The
Company may voluntarily reduce the conversion price of the 2019 Convertible Note pursuant to Section 7(d) of the 2019 Convertible
Note. The Company would expect to do so on a temporary basis at a time when the 2019 Convertible Note has not yet begun to amortize
and when it would be advantageous to reduce the outstanding principal amount of the 2019 Convertible Note through the issuance
of common stock and thereby strengthen the Company’s balance sheet. The Company anticipates that any such reduction would
occur only in such amounts and at such times that the conversion shares would not constitute a substantial portion of the existing
trading volume, and therefore any subsequent resales would not materially affect the market for the Company’s common stock.

Securities
and Exchange Commission

January
30, 2020

Page
5

When
the Company’s board approved voluntary conversion price reductions under the 2018 Convertible Note, it did so for limited
periods of time and subject to maximum conversion share limitations. The Company does not expect to, as it has demonstrated in
the past, to reduce the conversion price in such a manner as to encourage large blocks of the shares to be issued. The Company
voluntarily reduced the conversion price of the 2018 Convertible Note prior to the same beginning to amortize on four occasions:
for the period from March 20, 2019 to April 9, 2019, the period from April 23, 2019 to May 14, 2019, the period from May 15, 2019
through June 4, 2019 and the period from June 6, 2019 through June 26, 2019. In each case the price was reduced to the greater
of (i) $1.00, and (ii) 85% of the closing sale price of the common stock on the most recent trading day. In addition, in each
case, there was a cap on the number of shares that were issuable at the reduced conversion price. During these periods, the noteholder
converted $1,315,843 of principal plus interest thereon into 1,256,781 shares of the Company’s common stock, at a weighted
average conversion price of $1.05 per share. The Company elected to reduce the exercise price as a means of reducing its overall
debt obligations with an expectation that the conversion shares would not constitute a substantial portion of the existing trading
volume.

The
Leak-Out Agreement

The
Leak-Out Agreement was amended solely to expand the coverage of its restrictions on resale to the 2019 Convertible Note, as well
as the 2018 Convertible Note. The amendment did not loosen any of the restrictions on resale as to the 2018 Convertible Note.

    2.
    To
    help us evaluate your response to prior comment 2 concerning the Series B Convertible Notes, please address the following
    in your response:

    ●
    Explain
    the reason(s) (i) why Alto has given a security interest in cash and/or cash equivalents rather than simply paying cash for
    the notes and (ii) why there is a netting mechanism;

    ●
    Identify
    the collateral presently securing the note and discuss any escrow arrangements; and

    ●
    Explain
    whether it is expected that Alto will pay cash to the company (i.e., convert the Investor Note) only in connection with the
    periodic installment conversion process.

On
behalf of the Company, as requested by the Staff, we respectfully submit the following information regarding the netting provisions
of the Series B Notes.

As discussed more thoroughly below, the security interest and netting
mechanism have been included solely to provide procedural protections in the event of the Company’s bankruptcy, and become
inoperative upon the prepayment of the Investor Notes issued in payment of the Series B Notes. While this structure provides additional
procedural protections, the parties substantive rights are no different than if the purchase price was paid in full in cash and
there had been events of default that tracked the prepayment conditions. These provisions do not limit in any way the Funds’
irrevocable obligation to prepay the Investor Notes in full in cash upon certain conditions being met, all of which are outside
the Funds’ control as discussed in prior correspondence with the Staff. Nor do they cause the Investor Notes to fail to constitute
payment in full pursuant to the requirements of Rule 144(d)(2).

Securities
and Exchange Commission

January
30, 2020

Page
6

Security
Interest; Netting

The
Series B Notes were structured to take advantage of safe harbor provisions of the U.S. Bankruptcy Code to both improve the timing
and increase the likelihood of a full recovery by Alto Opportunity Master Fund B and Alto Opportunity Master Fund C (together,
the “Funds”) of their investment in the Company in the event of a bankruptcy by the Company. If the Funds would
have paid the full purchase price to the Company in cash, the cash would be included in the Company’s bankruptcy estate,
subject to the automatic stay, priority, preference and fraudulent transfer claims of other creditors and the timing of the bankruptcy
court case. Any such bankruptcy case could take months or even years to be finally resolved, while requiring significant expenditures
of both time and legal expenses by the Funds in their efforts to obtain any recovery against the Company’s bankruptcy estate.
The structure in this offering was developed to utilize the more advantageous bankruptcy treatment of “securities c