SecProbe.io

CORRESP
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 PAVmed
Inc.

 360
Madison Avenue, 25th Floor

 New
York, New York 10017

 April 15, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Robert Augustin

 Re:

 PAVmed
 Inc.
 Registration
 Statement on Form S-3
 Filed
 April 8, 2025
 File
 No. 333-286442

 Ladies
and Gentlemen:

 PAVmed
Inc. hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:30 a.m., Thursday, April
17, 2025, or as soon thereafter as practicable.

 Very truly yours,

 PAVMED INC.

 By:
 /s/
 Lishan Aklog, M.D.

 Name:
 Lishan
 Aklog, M.D.

 Title:
 Chairman
 and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Lishan Aklog
Chairman of the Board and Chief Executive Officer
PAVmed Inc.
405 Lexington Avenue
44th Floor
New York, New York 10174

 Re: PAVmed Inc.
 Registration Statement on Form S-3
 Filed April 8, 2025
 File No. 333-286442
Dear Lishan Aklog:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Robert Augustin at 202-551-8483 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Eric T. Schwartz
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 PAVmed
Inc.

 360
Madison Avenue, 25 th Floor

 New
York, New York 10017

 April
11, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
Juan Grana

 Re:

 PAVmed
 Inc.

 Registration
 Statement on Form S-3

 File
 No. 333-283994

 Ladies
and Gentlemen:

 PAVmed
Inc. hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:30 a.m., Tuesday, April
15, 2025, or as soon thereafter as practicable.

 Very truly yours,

 PAVMED INC.

 By:
 /s/
 Lishan Aklog, M.D.

 Name:
 Lishan
 Aklog, M.D.

 Title:
 Chairman
 and Chief Executive Officer

December 26, 2024
Lishan Aklog, M.D.
Chairman of the Board and Chief Executive Officer
PAVmed Inc.
360 Madison Avenue, 25th Floor
New York, NY 10017
Re:PAVmed Inc.
Registration Statement on Form S-3
Filed December 20, 2024
File No. 333-283994
Dear Lishan Aklog M.D.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Juan Grana at 202-551-6034 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Jeffrey M. Gallant, Esq.

CORRESP
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PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

January
5, 2022

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
District of Columbia 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Filed
    December 21, 2021

    File
    No. 333-261814

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. hereby requests acceleration of the effectiveness of
the above-referenced Registration Statement (File No. 333-261814), so that such Registration Statement will become effective at 9:30
a.m. Eastern Time on Friday, January 7, 2022, or as soon thereafter as practicable.

    Sincerely,

    PAVMED INC.

    By:
    /s/
    Dennis M. McGrath

    Name:
    Dennis
    M. McGrath

    Title:
    President
    and Chief Financial Officer

United States securities and exchange commission logo
December 27, 2021
Lishan Aklog, M.D.
Chairman and Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165
Re:PAVmed Inc.
Registration Statement on Form S-3
Filed December 21, 2021
File No. 333-261814
Dear Dr. Aklog:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric T. Schwartz, Esq.

CORRESP
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PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

September
14, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
District of Columbia 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
                                         Filed September 10, 2020

    File
                                         No. 333-248709

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. hereby requests acceleration of the effectiveness
of the above-referenced Registration Statement (File No. 333-248709), so that such Registration Statement will become effective
at 9:00 a.m. Eastern Time on Thursday, September 17, 2020, or as soon thereafter as practicable.

    Sincerely,

    PAVMED
    INC.

    By:
    /s/
    Dennis M. McGrath

    Name:
    Dennis
    M. McGrath

    Title:
    President
    and Chief Financial Officer

United States securities and exchange commission logo
September 14, 2020
Dennis M. McGrath
President and Chief Financial Officer
PAVmed Inc.
OneGrand Central Place, Suite 4600
NewYork, New York 10165
Re:PAVmed Inc.
Registration Statement on Form S-3
Filed September 10, 2020
File No. 333-248709
Dear Mr. McGrath:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Laura Crotty at 202-551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Eric Schwartz

CORRESP
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PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

April
24, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
District of Columbia 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed December 3, 2019

    File
    No. 333-235335

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. hereby requests acceleration of the effectiveness
of the above-referenced Registration Statement (File No. 333-235335), so that such Registration Statement will become effective
at 9:00 a.m. Eastern Time on Tuesday, April 28, 2020, or as soon thereafter as practicable.

    Sincerely,

    PAVMED INC.

    By:
    /s/
    Dennis M. McGrath

    Name:
    Dennis
    M. McGrath

    Title:
    President
    and Chief Financial Officer

CORRESP
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PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

April
20, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
District of Columbia 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed December 3, 2019

    File
    No. 333-235335

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on April 15, 2020, in which we requested the acceleration of the effectiveness
of the above-referenced Registration Statement for April 17, 2020, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the
Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at such
time and we hereby formally withdraw our request for acceleration of the effective date. We will advise you as soon as possible
once we are ready to again request effectiveness of the Registration Statement.

    Sincerely,

    PAVMED
    INC.

    By:
    /s/
    Dennis M. McGrath

    Name:
    Dennis
    M. McGrath

    Title:
    President
    and Chief Financial Officer

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

April
15, 2020

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
District of Columbia 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed December 3, 2019

    File
    No. 333-235335

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. hereby requests acceleration of the effectiveness
of the above-referenced Registration Statement (File No. 333-235335), so that such Registration Statement will become effective
at 4:30 p.m. Eastern Time on Friday, April 17, 2020, or as soon thereafter as practicable.

    Sincerely,

    PAVMED INC.

    By:
    /s/
    Dennis M. McGrath

    Name:
    Dennis
    M. McGrath

    Title:
    President
    and Chief Financial Officer

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)
    818-8638

    email
    address

    eschwartz@graubard.com

March
2, 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 30, 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 February 18, 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.
    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.

The
Company respectfully believes that Alto Opportunity Master Fund, SPC – Segregated Portfolio B and Alto Opportunity Master
Fund, SPC – Segregated Portfolio C (together, the “Alto Funds”) did not purchase the 2019 Notes with
a view to distributing the underlying shares.

    Securities and Exchange Commission

March 2, 2020

Page 2

Based
on our telephone call on February 21, 2020, we believe the Staff’s concerns in this regard stem in part from a misreading
of the netting provisions of the Series B Notes in a manner that would cause it to resemble an “equity line” transaction.
In this response, and in the response to your second comment below, we would like to clarify how the netting provisions work and
distinguish this transaction (a PIPE transaction) from an equity line.

In
an equity line, the issuer has the right to require an investor to purchase securities over a set period of time and up to a set
dollar limit, at a discount to market price. Generally, the issuer may exercise this right from time to time after the effectiveness
of the registration statement registering the resale of the securities by the investor. The investor does not pay any consideration
up front, but rather is only required to deliver consideration to the issuer to purchase the securities when the issuer exercises
its right to sell securities to the investor. In addition, in an equity line, the investor generally does not hold restricted
securities for any significant period of time. As a result of the delayed investment decision, the lack of any consideration paid
up front, the lack of any significant period of time holding restricted securities and the corresponding lack of market risk,
the SEC views the resale of the securities acquired in an equity line as a primary offering and the investor as an “underwriter.”
(See Questions 139.12 and 139.13 of the SEC’s Compliance and Disclosure Interpretations, Securities Act Sections.)

The
Company believes that the sale of the 2019 Convertible Notes constitutes a “PIPE” transaction, and does contain the
elements that distinguish an equity line transaction. As noted above, in an equity line transaction, there is no market risk with
respect to the securities, because no payment is made by the investor until the time of election by the issuer to sell the securities
and the securities are not held for a significant period of time after such payment. In contrast, in a PIPE transaction, the consideration
is paid and restricted securities acquired up front at the closing, and the investor is at market risk from such time, while the
securities are not available to be resold for at least six months (pursuant to Rule 144 (“Rule 144”) under the Securities
Act of 1933, as amended (the “Securities Act”)) or until their subsequent registration for resale. In the instant
case, the Alto Funds paid in full a set purchase price for a set amount of the 2019 Convertible Notes at the closing, will hold
the 2019 Convertible Notes for a significant period of time and, therefore, will bear market risk for the 2019 Convertible Notes,
as more fully described below.

The
Alto Funds Paid the Full Purchase Price at Closing

As
discussed in our prior letter, the Alto Funds fully paid the purchase price of the Series A Notes with cash and fully paid the
purchase price of the Series B Notes with a full recourse promissory note secured by cash or cash equivalents (the “Investor
Notes”), which Investor Notes are considered “payment in full” under Rule 144. The Alto Funds have delivered
actual consideration to the Company up front at the closing and have lost the ability to use the collateral for any other purpose
(the sole exception, being the ability to change the form of cash equivalents). The 2019 Convertible Notes further constitute
“restricted securities” under Rule 144, and may not be resold without an exemption or registration under the Securities
Act. The Alto Funds are required to prepay in full the Investor Notes if certain conditions outside of the control of the Alto
Funds are met. If those conditions are met, the Alto Funds have no right to effect an optional netting with respect thereto and
are required to either pay such amount in cash or the Company will have the rights of a secured party with respect to the collateral
for the Investor Notes.1

    1
    See
    last sentence of Section 7(b) of the Investor Note (“In no event shall the Investor have the right to elect to effect
    any Investor Optional Netting with respect to any Mandatory Prepayment Amount that is due and payable.”) and the last
    sentence of Section 3(a) of the Master Netting Agreement (“In no event shall the Investor have the right to elect to
    effect any Optional Netting with respect to any Mandatory Prepayment Amount (as defined in the Investor Note) that is due
    and payable.”)

    Securities and Exchange Commission

March 2, 2020

Page 3

The
Alto Funds Will Bear Market Risk

As
discussed on our telephone call, the Staff was concerned with the nature of “netting” rights in the Investor Notes
and how such rights effected the investment decision and market risk. We believe that the Alto Funds completed the purchase of
the 2019 Convertible Notes at the time of the initial closing and that the Alto Funds have borne full market risk on the securities
from the time of issuance of the securities.

As
discussed in “The Alto Funds Paid the Full Purchase Price at Closing” above, the Company could have satisfied the
mandatory prepayment conditions and required payment in full of the Investor Notes at any time. The Alto Funds have no further
“investment decision” to make and bear the full market risk of that occurrence. We acknowledge, however, that as of
June 1, 2020, after bearing over six months of market risk, the Alto Funds would thereafter be granted the right to cancel the
Series B Notes, in whole or in part, using the optional netting provision.2 We disagree with the Staff, however, that
having such a right after six months would make this structure resemble an equity line. The right becomes inoperative if the conditions
requiring mandatory prepayment are met, all of which are outside of the Alto Funds control. Furthermore, it is not uncommon in
convertible securities to grant a holder a redemption right after some period of time, which would be similar in effect to the
optional netting provision. In this transaction, that right will commence on June 1, 2020, over six months after the issuance
thereof. We believe that six months of full market risk is significant and characterization of the 2019 Convertible Notes as an
equity line (in which the investor bears no market risk) is not appropriate.

    2
    See
    the first sentence of Section 7(b) of the Investor Note (“Notwithstanding anything herein to the contrary, the Investor
    may, (I) on or after the May 31, 2020 (such date, the “Eligible Optional Netting Date”) . . . Net, in whole
    or in part, any Permitted Amount (as defined in the Master Netting Agreement) of any Unpaid Amount (as defined in the Master
    Netting Agreement) owed by the Investor to the Company under this Note”)

    Securities and Exchange Commission

March 2, 2020

Page 4

Notwithstanding
the foregoing, and in the interest of concluding this review, the Alto Funds have expressed to the Company that they will prepay
the Investor Notes in full prior to the Company requesting acceleration of this registration statement.

Structure
Promotes Holding the 2019 Convertible Notes as Evidenced by Historical Behavior

Viewed
as a PIPE transaction, the structure of the transaction corroborates the assertion that the Alto Funds did not purchase the 2019
Convertible Notes with a view toward distributing the underlying shares. Rather, the structure evidences the parties’ expectation
that the 2019 Notes would be held for a lengthy period of time prior to any conversions or resales of the underlying shares of
common stock, because the relatively high conversion price ($1.60 per share compared to a market price of $0.89 per share at the
time of issuance) would make it unlikely that conversions would take place until the first Installment Date (almost five months
after the time of issuance). In this regard, there is no provision for the 2019 Convertible Notes to be converted at a floating
conversion price prior to the first Installment Date. The Company would like to highlight that the timing of the first Installment
Date roughly approximates the six-month holding period of restricted securities (the 2019 Convertible Notes) after which, according
to Rule 144, the Alto Funds would fall within the SEC’s safe harbor from underwriter status, as a result of the tacking
provisions in paragraph (d)(3)(ii) of the rule.

The
structure of the Notes also evidences the parties’ expectation that conversions and resales would thereafter occur gradually,
because the amortization schedule for the 2019 Convertible Notes runs for approximately 18 months. While the Alto Funds have significant
control over the timing of conversions, there are substantial limitations on their conversion rights and the ability to sell shares
following conversion. For example, the Alto Funds may not effect a conversion if as a result the Alto Funds would beneficially
own in excess of 4.99% (so at the conversion price, this provision operates to prohibit conversion of a substantial portion of
the 2019 Notes) and the sale of shares by the Alto Funds received in a conversion via “acceleration” of repayment
of principal installment amounts is subject to daily volume limits.

As
discussed in our prior correspondence, the Company’s experience with the 2018 Convertible Note bears out the foregoing assertion.
The 2018 Convertible Note was fully paid in cash at the time of issuance and the investor bore market risk from such date by holding
restricted securities (i.e., the 2018 Convertible Note) for a significant period of time. None of the 2018 Convertible Note was
converted prior to March 20, 2019 and only 17.1% of the principal balance of the 2018 Note was converted into shares of the Company’s
common stock prior to the expiration of the six month holding period on June 27, 2019, with 0.7% converted in March 2019, 2.7%
in April 2019, 4.7% in May 2019 and 9.0% in June 2019. Most of the remaining 82.9% was converted gradually over a period of more
than six months, at a time when the Alto Funds were eligible to convert the 2018 Note and resell the shares pursuant to Rule 144,
even without a registration statement.

    Securities and Exchange Commission

March 2, 2020

Page 5

The
Company is providing, on a supplemental basis under a request for confidential treatment pursuant to Rule 83, the requested schedule
of dates and prices for conversions of the 2018 Note that took place prior to the availability of the Rule 144 safe harbor (i.e.,
prior to June 27, 2019). Because the Company believes the conversions that took place after the expiration of the six-month holding
period (i.e., on or after June 27, 2019) fall within the safe harbor from underwriter status provided by Rule 144, and because
the requested schedule would include data that is sensitive and proprietary to the Alto Funds, the Company respectfully requests
that it be permitted to withhold information about dates and prices for conversions that took place on or after such date.

The
schedule also includes information provided by the Alto Funds concerning the length of time the Alto Funds held conversion shares
prior to their resale. While the Company and the Alto Funds have provided this latter information, the Company respectfully submits
that, in the case of shares underlying convertible securities, the SEC’s rules and regulations (including the tacking provisions
of Rule 144) and interpretive guidance relating to PIPE transactions (including Compliance and Disclosure Interpretations, Securities
Act Sections, Question 139.11) clearly indicate that the period of time an investor is at market risk with respect to the convertible
securities (i.e., the 2018 Convertible Notes) is considered in determining whether the investor is acting with a view toward distributing
the underlying securities (i.e., the shares issued upon conversion). Note that, under the purchase agreement for the 2018 Convertible
Notes, the Alto Funds are prohibited from engaging in short sales below the fixed conversion price of the 2018 Convertible Note
(below which the common stock traded for the entirety of 2019).

    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 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.

As
noted in our response to comment one, the Company continues to believe that Alto Funds are at market risk with respect to the
Series B Notes, because the Investor Notes issued by the Alto Funds in payment for the Series B Notes constitute payment in full
in accordance with Rule 144, and because the Investor Notes are subject to mandatory prepayment in full (i.e., the Alto Funds
must provide cash for the full purchase price of the Series B Notes), subject only to conditions that are outside the Alto Funds’
control.

    Securities and Exchange Commission

March 2, 2020

Page 6

As
discussed in our prior correspondence, the netting arrangements are in place primarily to provide additional procedural protections
in bankruptcy (note that the Alto Funds have a first priority security interest in all the Company’s assets, and would be
first in line for repayment in the event of bankruptcy in any

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

CORRESP
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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)
    818-8638

    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

January 22, 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 8, 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.
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

 FirstName LastNameLishan Aklog, M.D.
 Comapany NamePAVmed Inc.
 January 22, 2020 Page 2
 FirstName LastName
Lishan Aklog, M.D.
PAVmed Inc.
January 22, 2020
Page 2
and explain the reason(s) why the parties amended the Leak-Out Agreement in connection
with the 2019 Convertible Note offering.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

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)
    818-8638

    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

December 18, 2019
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
Filed December 3, 2019
File No. 333-235335
Dear Dr. Aklog:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
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.

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,

 FirstName LastNameLishan Aklog, M.D.
 Comapany NamePAVmed Inc.
 December 18, 2019 Page 2
 FirstName LastName
Lishan Aklog, M.D.
PAVmed Inc.
December 18, 2019
Page 2
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.
2.Based on the investor’s ability to net the unpaid amount of the Investor Note against the
unpaid amount of the corresponding Series B Note, it appears that the selling stockholders
are not irrevocably bound to purchase the Series B Note.  Accordingly, please revise the
registration statement to remove shares issuable upon conversion of the Series B Note or
advise. For guidance, please refer to Compliance Disclosure Interpretations, Securities Act
Sections, Questions 139.06 and 139.11.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Christopher Edwards at (202) 551-6761 or Joseph McCann at (202)
551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

October 3, 2019
Dennis M. McGrath
Chief Financial Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, NY 10165
Re:PAVmed Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 1, 2019
File No. 001-37685
Dear Mr. McGrath:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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)
    818-8638

    email
    address

    eschwartz@graubard.com

September
30, 2019

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Electronics and Machinery

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    PAVmed
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2018

    Filed
    April 1, 2019

    File
    No. 001-37685

Gentlemen:

PAVmed
Inc. (the “Company”) hereby responds as follows to the Staff’s comment letter of September 26, 2019, relating
to the above-captioned Form 10-K (the “Form 10-K”). For the Staff’s convenience, each of the comments in the
Staff’s letter is reproduced below in bold and italics, with the Company’s response set forth in regular font immediately
thereafter.

Form
10-K for the Fiscal Year Ended December 31, 2018

Exhibits,
page 51

    1.
    We
    note that the certifications filed as Exhibits 31.1 and 31.2 exclude the introductory language regarding internal control
    over financial reporting in the fourth paragraph.  Please amend the filing to provide revised certifications that
    include the required information. You may file an abbreviated amendment that is limited to the cover page, explanatory note,
    signature page and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31)
    of Regulation S-K.  This comment also applies to your Forms 10-Q for the quarterly periods ended March 31, 2019
    and June 30, 2019.

Securities
and Exchange Commission

September
30, 2019

Page
2

We
acknowledge that the introductory language regarding internal control over financial reporting was inadvertently excluded from
the Company’s officers’ certifications filed as Exhibits 31.1 and 31.2 to the Form 10-K and to each of the Quarterly
Reports on Form 10-Q filed on May 15, 2019 and August 14, 2019 (the “Form 10-Qs”). As requested, we have filed an
abbreviated amendment to the Form 10-K and to each of the Form 10-Qs to correct the officers’ certifications. In accordance
with the Staff’s comment letter, each amendment includes only the cover page, explanatory note, signature page and paragraphs
1, 2, 4 and 5 of the Section 302 certifications. Because no financial statements are included with the amendments, paragraph 3
of the Section 302 certifications has been omitted.

*
* * * * * * * * * * * *

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:
    Mr.
    Dennis M. McGrath

    President
    & Chief Financial Officer

    PAVmed
    Inc.

September 26, 2019
Dennis M. McGrath
Chief Financial Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, NY 10165
Re:PAVmed Inc.
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed April 1, 2019
File No. 001-37685
Dear Mr. McGrath:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Exhibits, page 51
1.We note that the certifications filed as Exhibits 31.1 and 31.2 exclude the introductory
language regarding internal control over financial reporting in the fourth
paragraph.  Please amend the filing to provide revised certifications that include the
required information. You may file an abbreviated amendment that is limited to the cover
page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications.
Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.  This
comment also applies to your Forms 10-Q for the quarterly periods ended March 31, 2019
and June 30, 2019.

 FirstName LastNameDennis M. McGrath
 Comapany NamePAVmed Inc.
 September 26, 2019 Page 2
 FirstName LastName
Dennis M. McGrath
PAVmed Inc.
September 26, 2019
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Eric Atallah at (202) 551-3663 or Tara Harkins, Senior Accountant, at
(202) 551-3639 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

October
15, 2018

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed October 5, 2018

    File
    No. 333-227718

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-227718), so that such Registration
Statement will become effective at 4:30 p.m. Eastern Time on Wednesday, October 17, 2018, or as soon thereafter as practicable.

    Sincerely,

    PAVMED INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

October 12, 2018
Lishan Aklog, M.D.
Chairman of the Board
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165
Re:PAVmed Inc.
Registration Statement on Form S-3
Filed October 5, 2018
File No. 333-227718
Dear Dr. Aklog:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jeffrey M. Gallant, Esq.

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place

60
E.42 ND Street

Suite
4600

New
York, New York 10165

May
22, 2018

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-1

    Originally
    Filed January 17, 2018

    File
    No. 333-222581

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. (the “Company”) hereby
requests acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-222581),
so that such Registration Statement will become effective at 4:30 p.m. Eastern Time on Wednesday, May 23, 2018, or as soon thereafter
as practicable.

    Sincerely,

    PAVMED
    INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

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

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.

Mail Stop 3030
January 5, 2018

Via E -mail
Lishan Aklog, M.D.
Chairman and Chief Executive Officer
PAVmed Inc.
One Grand Central Place
60 E.42ND Street
Suite 4600
New York, New York, 10165

Re: PAVmed Inc.
Registration Statement on Form S-1
Filed December 21, 2017 , as amended January 4, 2018
 File No. 333 -222234

Dear Dr. Aklog :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Tom Jones at (202) 551 -3602 with any questions.

Sincerely,

 /s/ Tom Jones for

 Amanda Ravitz
Assistant Director
        Office of Electronics and Machinery

cc: Mark J. Wishner , Esq.

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place

60
E.42 ND Street

Suite
4600

New
York, New York 10165

January
5, 2018

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-1

    Originally
    Filed December 21, 2017

    File
    No. 333-222234

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. (the “Company”) hereby
requests acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-222234), so that such
Registration Statement will become effective at 4:30 p.m. Eastern Time on Monday, January 8, 2018, or as soon thereafter as practicable.

    Sincerely,

    PAVMED INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

January
4, 2018

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Originally
    Filed November 8, 2017

    File
    No. 333-221406

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-221406), so that such Registration
Statement will become effective at 4:30 p.m. Eastern Time on Monday, January 8, 2018, or as soon thereafter as practicable.

    Sincerely,

    PAVMED
    INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

CORRESP
1
filename1.htm

PAVMED
INC.

One
Grand Central Place, Suite 4600

New
York, New York 10165

October
4, 2017

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
DC 20549

    Re:
    PAVmed
    Inc.

    Registration
    Statement on Form S-3

    Filed
    September 21, 2017

    File
    No. 333-220549

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, PAVmed Inc. (the “Company”) hereby requests
acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-220549), so that such Registration
Statement will become effective at 4:30 p.m. Eastern Time on Friday, October 6, 2017, or as soon thereafter as practicable.

In
connection with the Company’s request for acceleration of the effectiveness of the above-referenced Registration Statement,
the Company acknowledges the following:

    ●
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority,
    declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
    Commission or any person under the federal securities laws of the United States.

    Sincerely,

    PAVMED
    INC.

    By:
    /s/
    Lishan Aklog, M.D.

    Name:
    Lishan
    Aklog, M.D.

    Title:
    Chairman
    and Chief Executive Officer

Mail Stop 3030
October 3, 2017

Via E -mail
Lishan Aklog, M.D.
Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165

Re: PAVmed Inc.
  Registration Statement on Form S-3
Filed  September 21, 2017
  File No.  333-220549

Dear Dr. Aklog :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: David Alan Miller, Esq.
 Graubard Miller

CORRESP
1
filename1.htm

PAVMED INC.

One Grand Central Place, Suite 4600

New York, New York 10165

February 3, 2017

VIA EDGAR

Mr. Russell Mancuso

Branch Chief

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:  PAVmed Inc.

    Registration Statement
on Form S-1

    File No. 333-214288

Dear Mr. Mancuso:

PAVmed Inc. (the “Company”)
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., February
3, 2017, or as soon thereafter as practicable.

In connection with the
Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

(1)       Should
the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

(2)       The
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3)       The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities law of the United States.

    Very truly yours,

    PAVMED INC.

    By:
    /s/ Lishan Aklog

    Name: Lishan Aklog, M.D.

    Title: Chief Executive Officer

Mail Stop 3030
January 6, 2017

Via E -Mail
Lishan Aklog, M.D.
Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165

Re: PAVmed Inc.
Amendment No. 2 to Registration Statement on Form S -1
Filed December 20, 2016
  File No. 333-214288

Dear Dr. Aklog :

We have limited our review of your amended registration statement to those issues we
have addressed in our 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 t o 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.   Unless we note
otherwise, our references to prior comments are to comments in our December 12, 2016 letter .

Fee Table

1. We note your response to prior comment 1.  If this registration statement does not register
for sale the securities underlying warrants issued in your previous public offering, it is
unclear why you have included those securities in the fee table to this registration
statement.  With regard to securities being registered for sale on this registration
statement, please u se a price within 5 business days of the date on which you first
included the shares in the registration statement if you are relying on Rule 457(c).  Also,
because you are registering securities for “two separate transactions” as indicated in your
respons e to prior comment 3, please calculate a filing fee for each transaction based on
the maximum number of shares that you might issue in each transaction.

Lishan Aklog, M.D.
PAVmed Inc.
January 6, 2017
Page 2

 Selling Security holders, page 7

2. We note your response to prior comment 3.

 Please tell us whether a ny selling stockholder offered or sold any of the warrants
before you filed this registration statement.   If you intend this registration statement to
cover the offer and sale of common stock in connection with the exercise of warrants
only as to those war rant holders who may acquire warrants in transactions conducted
in reliance on Rule 144 subsequent to the filing of this registration statement, please
revise your disclosure in the last paragraph on page 8 to clarify.

 Please tell us why the text preceding the table on page 7 includes multiple references
to warrants being offered pursuant to the registration statement.   Include in your
response the file number and filing date of the registration statement that registers the
warrants for resale by t he selling stockholders.

We may have further comment on your response to prior comment 3 after you respond to
this comment.

Please contact Laurie Abbott at  (202) 551 -8071 or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Jeffery M. Gallant, Esq.
Graubard Miller

Mail Stop 3030
December 12 , 2016

Via E -Mail
Lishan Aklog, M.D.
Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165

Re: PAVmed Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 29, 2016
  File No. 333-214288

Dear Dr. Aklog :

We have limited our review of your amended registration statement to those issues we
have addressed in our 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 t o 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.   Unless  we note
otherwise , our references to prior comments are to comments in our November 14, 2016  letter .

Fee Table

1. Please include in the notes to your table references to the provisions of Rule 457 relied
upon to calculate the fee.  See the Note to the “Calculation of Registration Fee” table in
Form S -1.  We note for example that it is unclear why you have no fee for the offering of
shares mentioned in the third row of the tabl e.

2. Please reconcile the number of shares offered for sale as disclosed in your fee table, your
prospectus cover, and exhibit 5.1.

Lishan Aklog, M.D.
PAVmed Inc.
December 12 , 2016
Page 2

 Prospectus Cover

3. It appears that you are seeking to register the exercise of warrants  that you issued without
registr ation.  Generally it is inconsistent with Section 5 of the Securities Act to file a
registration statement related to a transaction that you began without registration.  Please
provide us your analysis supporting your conclusion that you can register the o ffer and
sale of securities upon exercise of the warrants at this time.  Cite with specificity in your
response all authority on which you rely.

4. Your securities may not be registered for a primary offering “and/or” a secondary
offering.  Please revise yo ur filing to disclose clearly the transaction or transactions being
registered.

Please contact Laurie Abbott at  (202) 551 -8071 or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc: Jeffery M. Gallant, Esq.
Graubard Miller

Mail Stop 3030
November 14 , 2016

Via E -Mail
Lishan Aklog, M.D.
Chief Executive Officer
PAVmed Inc.
One Grand Central Place, Suite 4600
New York, New York 10165

Re: PAVmed Inc.
  Registration Statement on Form S-1
Filed  October 28, 2016
  File No.  333-214288

Dear Dr. Aklog :

We have limited our review of your registration statement to those issues we have
addressed in our 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 com ments 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, w e may have  additional comments.

Background of this Prospectus, page 2

1. Please tell us whether the securities offered for sale via this registration statement are the
securities offered for sale via your registration statement that became effective in Ja nuary
2016.  If so, please provide us your analysis of why it is necessary and appropriate for the
sale of the securities to be registered on two registration statements.

Item 17.  Undertakings, page II -6

2. Please provide all undertakings required by Regulation S -K Item 512, including those
required by Item  512(a)(5)(ii) and 512(b) .

Lishan Aklog, M.D.
PAVmed Inc.
November 14 , 2016
Page 2

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwiths tanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Laurie Abbott at  (202) 551 -8071 or me at (202) 551 -3617  with any
questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Bran ch Chief
Office of Electronics and Machinery

cc: Jeffery M. Gallant, Esq.
Graubard Miller

CORRESP
1
filename1.htm

PAVMED INC.

420 Lexington Avenue, Suite 300

New York, New York 10170

January 27, 2016

VIA EDGAR

Ms. Amanda Ravitz

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

RE:  PAVmed Inc. (the “Company”)

Registration Statement on Form S-1

File No.
333-203569 ( the "Registration Statement")

Dear Ms. Ravitz:

The Company
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as
of 4:00 p.m. on Friday, January
29, 2016, or
as soon thereafter as practicable.

In connection with the
Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

(1)			Should the Commission or the staff,
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

(2)			The action of the Commission or
the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and

(3)			The Company may not assert staff
comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities law of the United States.

Very truly yours,

PAVMED INC.

By: /s/ Lishan Aklog

Name: Lishan Aklog, M.D.

Title: Chief Executive Officer

Mail Stop 3030
October 16, 2015

Lishan Aklog, M.D.
Chairman and Chief Executive Officer
PAVmed Inc.
420 Lexington Avenue, Suite 300
New York, New York 10170

Re: PAVmed Inc.
 Amendment No. 3 to Registration Statement on Form S -1
Filed September 29, 2015
  File No. 333 -203569

Dear Dr. Aklog :

We have reviewed your amended registration statement  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
circumstanc es 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.

Fee Ta ble

1. Please revise to calculate the registration fee of the units based on the offer price of the
units and the exercise price of the warrants, and calculate the fee of the common stock
underlying the warrants based on the exercise price of the warrants.  For guidance, please
refer to Securities Act Rules Compliance and Disclosure Interpretations 240.05 and
240.06, available on the Commission’s website.

Use of Proceeds, page 34

2. We note your new disclosure on page 34 of the amount of net proceeds for the
development, regulatory clearance and commercialization of each of your five lead
projects.  If the net proceeds from this offering would not provide sufficient funds for the
development, clearance and commercialization of these projects, please provide t he
disclosure required by Instruction 3 to Regulation S -K Item 504.

Lishan Aklog
PAVmed Inc.
October 16, 2015
Page 2

 Dilution, page 36

3. We note the new disclosure in footnote 2 on page 36.  Please disclose how the numbers
and percentages would change if you sell the 800,000 additional units.

You may con tact Dennis Hult at (202) 551 -3618 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior
Attor ney, at (202) 551 -3625 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  David Alan Miller, Esq.

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) 818-8638

    email address

    jgallant@graubard.com

August 31, 2015

Ms. Amanda Ravitz

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PAVmed Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed August 13, 2015

File No. 333-203569

Dear Ms. Ravitz:

On behalf of PAVmed Inc. (the “Company”),
we respond as follows to the Staff’s comment letter, dated August 13, 2015, relating to the above-captioned Registration
Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth
in Amendment No. 2 to the Registration Statement, a copy of which has been marked with the changes from Amendment No. 1 to the
Registration Statement. We are also delivering three (3) courtesy copies of such marked copy to Tom Jones.

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.

Prospectus Cover Page

 1. Please disclose whether you have any arrangements to place the funds in an escrow, trust or similar account. See Item
501(b)(8)(iii) of Regulation S-K. Also reconcile your disclosure on page 83 that “[a]ll investors who participate in this
offering” will be required to deposit their funds in an escrow account with your disclosure on page 82 that the funds of
investors investing through BANQ will not be held in escrow or otherwise segregated as part of the offering process.

We have revised the disclosure on the prospectus
cover page and on page 83 of the Registration Statement as requested.

Securities and Exchange Commission

August 31, 2015

Page 2

 2. To the extent selling security holders are prohibited from selling their shares until after you have terminated the primary
offering, please revise to so state. If selling security holders are not prohibited, please add a risk factor to highlight that
investors who purchase shares from you in this best efforts offering may pay more for their shares than investors who purchase
from the selling security holders.

The Company has determined to remove the selling
stockholder prospectus from the Registration Statement. As a result, we respectfully believe that this comment is no longer applicable.

The Offering, page 8

 3. Please expand the disclosure on page 8 to disclose your plan to move forward with the offering in the event your common
stock is not approved for listing on the Nasdaq Capital Market. In this regard, we note your disclosure in the penultimate paragraph
on page 84.

We have revised the disclosure on page 8 of the Registration
Statement as requested.

 4. Please revise the disclosure on page 9 about the duration of the offering to describe briefly the circumstances under
which the offering will be shortened or extended.

We have revised the disclosure on page 9 of the Registration
Statement as requested.

Use of Proceeds, page 34

 5. Please disclose the estimated period of time that your proceeds from this offering will allow you to operate assuming
the sale of 75%, 50% and 25% of the units offered for sale in this offering.

We have revised the disclosure on page 34 of the Registration
Statement as requested.

 6. Please revise to clarify which line item in the table on page 34 reflects where you have provided for any of your affiliates
to receive proceeds from this offering and, if applicable, identify the affiliates and quantify the amounts. If affiliates will
receive proceeds from this offering regardless of the amount of money raised, please disclose this fact in the prospectus summary.

We have revised the disclosure on page 34 of the Registration
Statement as requested.

 7. Please revise to clarify which line item reflects where you have provided for your continuous reporting obligation under
the federal securities laws.

Securities and Exchange Commission

August 31, 2015

Page 3

We have revised the disclosure on page 34 of the Registration
Statement as requested.

 8. Please revise the disclosure in the penultimate paragraph on page 34 to specify the order of priority of the uses of
proceeds for each of the five lead projects mentioned in this section.

The Company does not intend to prioritize any
particular project based on the amount of proceeds received in this offering. Instead, the Company intends to allocate funds received
in this offering to its products as milestones arise that require funding. We have revised the disclosure on page 34 of the Registration
Statement to clarify the foregoing.

Alternate Cover Page for
Selling Securityholder Prospectus

 9. We note your disclosure that the securities to be offered by selling securityholders may be sold at market prices prevailing
at the time of sale, that there is currently no existing market for your shares, and that you have applied but cannot guarantee
that your securities will be approved for listing by Nasdaq. Because there is no existing market for your shares, please disclose
a fixed price at which the selling securityholders will sell their shares until your common stock is approved for listing. Refer
to Item 501(b)(3) of Regulation S-K and Schedule A, paragraph 16 of the Securities Act.

As noted above, the selling stockholder prospectus
has been removed from the Registration Statement. Accordingly, we respectfully believe this comment is no longer applicable.

*************

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

    Sincerely,

    Jeffrey M. Gallant

    cc:         Dr. Lishan Aklog

Mail Stop 3030
August 13, 2015

Via E -mail
Lishan Aklog, MD
Chairman and Chief Executive Officer
PAVmed Inc.
420 Lexington Avenue, Suite 300
New York, New York 10170

Re: PAVmed  Inc.
 Amendment No. 1 to Registration Statement on Form S -1
Filed July 29, 2015
  File No. 333 -203569

Dear Dr. Aklog :

We have reviewed your amended registration statement  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
circumstanc es 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.

Prospe ctus Cover Page

1. Please disclose whether you have any arrangements to place the funds in an escrow, trust
or similar account.  See Item 501(b)(8)(iii) of Regulation S -K.  Also reconcile your
disclosure on page 83 that “[a]ll investors who participate in th is offering” will be
required to deposit their funds in an escrow account with your disclosure on page 82 that
the funds of investors investing through BANQ will not be held in escrow or otherwise
segregated as part of the offering process.

2. To the exten t selling security holders are prohibited from selling their shares until after
you have terminated the primary offering, please revise to so state.  If selling security
holders are not prohibited, please add a risk factor to highlight that investors who
purchase shares from you in this best efforts offering may pay more for their shares than
investors who purchase from the selling security holders.

Lishan Aklog
PAVmed Inc.
August 13, 2015
Page 2

 The Offering, page 8

3. Please expand the disclosure on page 8 to disclose your plan to move forward with the
offering in the event your common stock is not approved for listing on the Nasdaq
Capital Market.  In this regard, we note your disclosure in the penultimate paragraph on
page 84.

4. Please revise the disclosure on page 9 about the duration of the offering t o describe
briefly the circumstances under which the offering will be shortened or extended.

Use of Proceeds, page 34

5. Please disclose the estimated period of time that your proceeds from this offering will
allow you to operate assuming the sale of 75%, 50% and 25% of the units offered for sale
in this offering.

6. Please revise to clarify which line item in the table on page 34 reflects where you have
provided for any of your affiliates to receive proceeds from this offering and, if
applicable, identify th e affiliates and quantify the amounts.  If affiliates will receive
proceeds from this offering regardless of the amount of money raised, please disclose this
fact in the prospectus summary.

7. Please revise to clarify which line item reflects where you have provided for your
continuous reporting obligation under the federal securities laws.

8. Please revise the disclosure in the penultimate paragraph on page 34 to specify the order
of priority of the uses of proceeds for each of the five lead projects mentioned  in this
section.

Alternate Cover Page for Selling Securityholder  Prospectus

9. We note your disclosure that the securities to be offered by selling securityholders may
be sold at market prices prevailing at the time of sale, that there is currently no exi sting
market for your shares, and that you have applied but cannot guarantee that your
securities will be approved for listing by Nasdaq.  Because there is no existing market for
your shares, please disclose a fixed price at which the selling s ecurity holde rs will sell
their shares until your common stock is approved for listing.  Refer to Item 501(b)(3) of
Regulation S -K and Schedule A, paragraph 16 of the Securities Act.

Lishan Aklog
PAVmed Inc.
August 13, 2015
Page 3

 You may contact Dennis Hult at (202) 551 -3618 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior
Attorney, at (202) 551 -3625 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:  David Alan Miller, Esq.

March 1 1, 2015

Via E -mail
Lishan Aklog
Chairman and Chief Executive Officer
PAXmed Inc.
420 Lexington Avenue, Suite 300
New York, New York 10170

Re: PAXmed Inc.
 Draft Registration Statement on Form S -1
Submitted February 12, 2015
  CIK No. 0001 624326

Dear Dr. Aklog :

We have reviewed your draft registration statement  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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these  comments  and your
amended draft registra tion statement or filed registration statement,  we may have  additional
comments.

Prospectus Summary, page 1

1. Please expand the disclosure in this section to disclose the amount of your total assets,
liabilities and accumulated deficit as of December 31,  2014.  Also, disclose that you
expect to incur operating losses in the foreseeable future.

Overview, page 1

2. Please revise your disclosure throughout your document to avoid marketing language.
For example, we note the disclosure on pages 1 and 38 that yo u (1) “seek to enhance and
accelerate value creation,” (2) expect your pipeline to “remain dynamic” and (3)   believe
your model allows you to conceive, develop and commercialize your “pipeline of high
margin, high -impact medical device products.”

Lishan Aklog
PAXmed Inc.
March 1 1, 2015
Page 2

 3. Please expand the disclosure regarding your five projects that are “the subject of patent
applications filed, or to be filed or an issued patent” to clearly identify which project has
an issued patent on its behalf and which has a patent application filed on its behalf.

4. Please revise the disclosure in this section to state prominently that you have not yet
received regulatory approval for any of the five projects that are in your current pipeline.

5. Since you have not sold any products nor received necessary approvals from the FDA
regarding their efficacy or safety, please revise throughout to remove claims about the
characteristics of your products or their benefits, or revise to indicate that they r epresent
management’s belief.  For instance, we note the disclosure on page 1 about “key
differentiating features.”

6. With a view toward balanced disclosure, please tell us whether there are any material
disadvantages concerning your projects in your curr ent pipeline.

Background, page 1

7. Please relocate your disclosure on page 2 about the single -product medical device
companies founded in 2008 and 2013 to a subsequent section of your document where
you can provide adequate context and balanced disclosure about them.  For example,
were any other companies founded by your leadership team between 2008 and 2013?  If
so, were any of those companies founded during that period not as successful as the
company founded in 2008 which was acquired in 2012 for $55 mil lion?  Did the
company incur significant losses until it was acquired in 2012? Also, tell us, with a view
to disclosure, the amount of sales generated by the VenaPax device since it was first
commercialized in 2014.  In this regard, tell us why you have in stead disclosed that there
is a market of $400 million for this device.

Our Experts, page 4

8. Please relocate your disclosure about your experts to a subsequent section of your
document where you can provide adequate context about them.  For example, please
explain the role of your Scientific Advisory Board, especially to distinguish it from the
board of directors.  How often does the Scientific Advisory Board meet?  On what
matters have they deliberated and advised you?   Are they the source of perfor mance data
regarding your products?  What is the extent of their obligations to you?  What is the
extent of your obligations to them?  Do the members of the Scientific Advisory Board
have an equity interest in you? Are the members of the Scientific Advisor y Board
compensated?

Lishan Aklog
PAXmed Inc.
March 1 1, 2015
Page 3

 Our Product Pipeline, page 5

9. Please expand the disclosure in this section to clarify the material hurdles that remain
until you can sell each of the five projects in your pipeline.  Also, disclose the capital and
timelines necessary to generate revenue from your planned business.

10. Regarding your disclosure about your five lead projects, we note that you often refer in
this section to “Our Solution” and your claims about your lead projects that have not yet
been commercialized, such a s your disclosure: (1) in the second paragraph on page 5 that
you anticipate “lower cost  of goods” than existing devices; (2) in the penultimate
paragraph on page 5 that you anticipate your system “will have significantly lower
procedural costs and higher margins than existing technologies;” and (3) in the last
paragraph on page 6 that you expect your product “will command a price premium over
lower -accuracy disposable infusion pumps” and “will expand the market for these
devices.”  Tell us why you believe it is appropriate to include disclosure in which you
compare your projects that have not yet been developed favorably to existing products
that have been approved by regulatory agencies.

11. Please t ell us why you believe it is appropriate to highlight the mu lti-billion market sizes
in your prospectus given the hurdles , including regulatory approval, that remain until you
are able to address the entire market.

We are an “emerging growth company,” page 26

12. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the comm unications.

Use of Proceeds, page 32

13. We note your disclosure in the first two bullet points in this section that you will likely
use the proceeds for research and development and commercialization of your current
and future products.  Given your promine nt disclosure on pages 5 and 6 and elsewhere in
your document about your five lead projects and the multi -billion dollar markets for each
of these projects, tell us the source of funds needed for research and development and
commercialization of each of th ese projects.  If you currently would need the proceeds
from this offering to conduct these activities, please disclose the approximate amount of
proceeds that you currently intend for each project.  Also, if the proceeds of this offering
would not provide  sufficient funds to commercialize the projects that you have
highlighted, please provide the disclosure required by Instruction 3 to Regulation S -K
Item 504.

Lishan Aklog
PAXmed Inc.
March 1 1, 2015
Page 4

 14. If you do not have a current specific plan for the proceeds, or a significant portion
thereof,  please state so clearly and discuss the principal reasons for the offering.

15. Please expand the disclosure in the fourth bullet point in this section to state the amount
of proceeds to be used for payment of compensation to your chief executive officer.

16. Please reconcile the disclosure in the fifth bullet point in this section with the disclosure
in the fifth bullet point on page 36.

Dilution, page 33

17. Please disclose how the numbers and percentages in the table would change assuming the
exercise of all  outstanding warrants and options.

Operations Overview, page 35

18. Where you make statements regarding the success of studies, simulations and analyses or
that you “achieved promising results” regarding a particular design, please expand your
disclosure  to state the basis for each of these claims and clarify how the results are
measured.

Operating Expenses, page 35

19. Please briefly describe the contributed services by your executive officers, and quantify
the primary components of the expenses of $200,000 attributable to those officers and
identify those officers.

Project Selection, page 39

20. From your disclosure  on page 38,  it appears that you will be engaged in the same
business as Pavilion Me dical Innovations, which was also founded by Dr. Aklog , your
Chief Executive Officer,  Dr. deGuzman , your Chief Medical Officer, and Mr. Glennon,
your Vice Chairman.  Since Dr . Aklog  and Dr. deGuzman remain partners at PMI and
Mr. Glennon  is its Chairman an d Chief Executive Officer , it appears they may have
conflicts of interest that arise due to their ongoing management and ownership of
Pavilion Medical Innovations and due to their fiduciary obligation ow ed to your
investors.  Please also expand your disclo sure to include risk factors regarding all
applicable conflicts of interest.  In this regard, we note your disclosure on page 16
relating to conflicts of interest only refers to the conflict involving time commitments.
Please also expand your “Product Sel ection Process” section of your document beginning
on page 39 to explain how potential projects are assigned t o you or to Pavilion .

Lishan Aklog
PAXmed Inc.
March 1 1, 2015
Page 5

 Intellectual Property, page 46

21. Please disclose the duration of the patent mentioned on page 47.

Management, page 54

22. Please revise the description of each person’s business experience to avoid qualitative or
marketing language, such as the disclosure on pages 55 and 57 about the acquisition in
2005 for $1.3 billion, the disclosure on page 57 about a consultant to a $750 million
family office in 2004, the disclosure on page 57 about the size of equity firms, the
disclosure on page 58 about a “renowned medical device entrepreneur, ” and the
disclosure on page 60 about being frequently featured in the media.

Medical Advisory  Board, page 58

23. We note your disclosure that you consult with your advisors throughout the product
selection and development process, and that these advisors help “optimize product
designs” among other functions.  Please expand this section to indicate wh at intellectual
property rights, if any, are retained by the advisors.

24. Please explain what you mean here and on page 3 by the term “opinion leaders.”

Executive Compensation, page 62

25. Please provide the disclosure required by Item 402(n) of Regulation S -K or tell us why it
is not required.  In this regard, we note your disclosure on page 35 about services
contributed by your executive officers.

Principal Stockholders, page 67

26. Please ensure that your table includes shares that the holder has the right t o acquire
within 60 days.  In this regard, we note that your disclosure in this section does not refer
to shares issuable upon exercise of warrants yet you include disclosure about outstanding
warrants on pages 69 and 71.

Underwriting, page 75

27. Please provide the disclosure required by Item 505 of Regulation S -K.

Exhibits

28. Please file as an exhibit the incentive equity plan mentioned in the first paragraph on
page 63.   Please also file as exhibits the side  letter agreement mentioned in Note 6 on
page F-12 and the subscription agreements relating to the June through July and the
November 2014 offerings described in Note 6.

Lishan Aklog
PAXmed Inc.
March 1 1, 2015
Page 6

 You may contact Dennis Hult at (202) 551 -3618 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding  comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or Mary Beth Breslin, Senior
Attorney, at (202) 551 -3625 with any other questions.

Sincerely,

 /s/ Mary Beth Breslin for

Amanda Ravitz
Assistant Di rector

cc (via e -mail): David Alan Miller, Esq.