PAVmed Inc. — Capital/Financing Update 2021

Feb 23, 2021

S-3MEF 1 forms-3mef.htm

As filed with the Securities and Exchange Commission on February 23, 2021

Registration No. 333-_

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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PAVMED INC. (Exact Name of Registrant as Specified in Its Charter)

Delaware	47-1214177
(State
or Other Jurisdiction of Incorporation or Organization)	(I.R.S.
Employer Identification Number)

| One
Grand Central Place, Suite 4600 New
York, New York 10165 (212) 949-4319 | Lishan
Aklog, M.D. Chairman and Chief Executive Officer PAVmed Inc. One Grand Central Place, Suite 4600 New
York, New York 10165 (212) 949-4319 |
| --- | --- |
| (Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office) | (Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |

Copies to :

David Alan Miller, Esq.

Jeffrey M. Gallant, Esq. Eric T. Schwartz, Esq.

Graubard Miller 405 Lexington Avenue, 11 th Floor New York, New York 10174 Telephone: (212) 818-8800 Fax: (212) 818-8881

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-248709

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act.

| Large
accelerated filer [ ] | Accelerated
filer [ ] |
| --- | --- |
| Non-accelerated
filer [X] | Smaller
reporting company [X] |
| | Emerging
Growth Company [X] |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Proposed maximum aggregate offering price	Amount of registration fee(2)
Common stock, par value $.0001 per share	$ 8,904,800	$ 971.51

| (1) | The
registrant previously registered the offering, issuance and sale of securities of up to $75,000,000 under the registration
statement on Form S-3 (File No. 333-248709), which was filed by the registrant on September 10, 2020 and declared effective
on September 17, 2020 (the “Registration Statement”). In accordance with Rule 462(b) under the Securities Act
of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $8,904,800 is hereby registered representing no more than 20% of the maximum aggregate offering price of securities that remain available
for issuance under the Registration Statement. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover such additional number of securities as may be offered or issued in connection
with any stock splits, stock dividends or similar transactions. |
| --- | --- |
| (2) | Calculated
pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended. |

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.

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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of PAVmed Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-3 (File No. 333-248709), which was declared effective by the Commission on September 17, 2020 are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in New York, New York on February 23, 2021.

| PAVMED
INC. | |
| --- | --- |
| By: | /s/
Lishan Aklog, M.D. |
| Name: | Lishan
Aklog, M.D. |
| Title: | Chairman
of the Board and Chief Executive Officer |

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures		Title	Date
By:	/s/
Lishan Aklog, M.D.	Chief
Executive Officer and Chairman	February
23, 2021
	Lishan
Aklog, M.D.	of
the Board (Principal Executive Officer)
By:	/s/
Dennis M. McGrath	President
and Chief Financial Officer	February
23, 2021
	Dennis
M. McGrath	(Principal
Financial Officer and
		Principal
Accounting Officer)
By:	*	Vice
Chairman and Director	February
23, 2021
	Michael
J. Glennon
By:	*	Director	February
23, 2021
	James
L. Cox, M.D.
By:	*	Director	February
23, 2021
	Ronald M. Sparks
By:	*	Director	February
23, 2021
	David
Weild IV
By:	*	Director	February
23, 2021
	David
S. Battleman, M.D.

*By:
Name:
Lishan Aklog, M.D.
Title:
Attorney-in-Fact

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EXHIBIT INDEX

| Exhibit
No. | Description |
| --- | --- |
| 5.1 | Opinion of Graubard Miller. |
| 23.1 | Consent of Marcum LLP. |
| 23.2 | Consent of Citrin Cooperman & Company, LLP. |
| 23.3 | Consent of Graubard Miller (included in its opinion filed as Exhibit 5.1). |
| 24.1 | Power of Attorney.* |

• Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-3 (File No. 333-248709) filed with the Commission on September 10, 2020.

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