PAVmed Inc. — Regulatory Filings 2018

Jan 9, 2018

424B3 1 form424b3.htm

Filed pursuant to Rule 424(b)(3)

Registration No. 333-221406

Prospectus

PAVMED INC.

2,810,654 SHARES OF COMMON STOCK (For Resale) 150,934 SHARES OF COMMON STOCK (For Issuance)

This prospectus covers up to 2,810,654 shares of our common stock that may be offered for resale or otherwise disposed of by the selling stockholders set forth under the caption “ Selling Stockholders ” beginning on page 6 of this prospectus, including their pledgees, assignees or successors-in-interest. The shares offered for resale include 1,473,640 shares issuable, and 1,186,080 shares that have been issued, upon the exercise of Series S Warrants (as defined in this prospectus) previously issued by us in a private placement and 150,934 shares issuable upon the exercise of Series W Warrants (as defined in this prospectus) issued by us in private placements that occurred prior to our initial public offering. The shares issuable upon exercise of the Series W Warrants are offered for resale solely to the extent such warrants are exercised by the selling stockholders prior to their transfer in a public sale. To the extent the selling stockholders transfer the Series W Warrants in a public sale prior to exercising them, this prospectus also covers the issuance of an aggregate of 150,934 shares of our common stock to subsequent holders of the Series W Warrants upon their subsequent exercise.

We will not receive any proceeds from the sale or other disposition of the shares by the selling stockholders. We will, however, receive up to $25,376 if the remaining Series S Warrants are exercised for cash (inclusive of $10,640 of such exercise cash proceeds received as of the date hereof) and up to $754,670 if the Series W Warrants are exercised for cash. We will use any such proceeds for working capital.

Our common stock is listed for trading on the NASDAQ Capital Market under the symbol “PAVM.” On January 3, 2018, the last reported sale price of our common stock was $2.51.

Investing in our securities involves a high degree of risk. See “ Risk Factors ” beginning on Page 5 in this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is January 8, 2018

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TABLE OF CONTENTS

| ABOUT
THIS PROSPECTUS | 1 |
| --- | --- |
| PROSPECTUS
SUMMARY | 1 |
| RISK
FACTORS | 4 |
| NOTE
ON FORWARD-LOOKING STATEMENTS | 5 |
| USE
OF PROCEEDS | 5 |
| SELLING
STOCKHOLDERS | 6 |
| PLAN
OF DISTRIBUTION | 8 |
| LEGAL
MATTERS | 10 |
| EXPERTS | 10 |
| WHERE
YOU CAN FIND MORE INFORMATION | 10 |

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-3 (the “Registration Statement”) we have filed with the Securities and Exchange Commission (the “SEC”). It is important for you to read and consider all of the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement before making any decision whether to invest in our common stock. This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document, as described in “ Where You Can Find More Information ” beginning on page 10 in this prospectus. You should also read and consider the additional information contained in the documents that we have incorporated into this prospectus by reference.

You should rely only on the information contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. We have not authorized anyone to give or provide any information different from the information that is contained in or incorporated by reference into this prospectus or any accompanying prospectus supplement and, if given, such information must not be relied upon as having been made or authorized by us. The information contained in this prospectus is accurate only as of the date on the front of this prospectus and information appearing in any applicable prospectus supplement is accurate only as of the date of the applicable prospectus supplement. Additionally, any information we have incorporated by reference in this prospectus or any applicable prospectus supplement is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any sale of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus or any accompanying prospectus supplement does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.

Unless otherwise indicated or unless the context otherwise requires, all references in this prospectus to the “Company” and to “we,” “us,” and “our” mean PAVmed Inc.

PROSPECTUS SUMMARY

Company Summary

We are a highly-differentiated multi-product medical device company organized to conceive, develop and commercialize a diversified pipeline of innovative products we believe address unmet clinical needs and possess attractive market opportunities. Our goal is to enhance and accelerate value creation by employing a business model focused on capital and time efficiency. We intend to continuously explore promising ideas and opportunities that fulfill our project selection criteria without limiting ourselves to any target specialty or condition. Our current pipeline includes the following six projects, all of which are the subject of filed patent applications. One of these projects, NextFlo, also has two issued patents and one, DisappEAR is based on a family of patents and patent applications licensed from a group of academic centers. These projects are all in the development phase and have not yet received regulatory approval.

| ● | PortIO:
A novel long-term implantable intraosseous vascular access device with no indwelling intravascular component. |
| --- | --- |
| ● | CarpX:A
minimally invasive device to treat carpal tunnel syndrome. |
| ● | NextCath:
Self-anchoring catheters which do not require suturing, traditional anchoring techniques or costly add-on catheter securement
devices. |

| ● | DisappEAR:
Antibiotic-eluting resorbable ear tubes, developed from a proprietary aqueous silk technology. |
| --- | --- |
| ● | NextFlo:
Highly accurate disposable infusion pumps using stored potential energy and variable flow resistors. |
| ● | Caldus:
Completely disposable tissue ablation devices which can also be used for renal denervation to treat hypertension. |

In addition to these six projects, we have developed a conceptual framework for additional projects. As is the case with all of our products, these early development projects cover a wide range of clinical conditions and procedures, including sleep apnea, extracorporeal membrane oxygenation (ECMO), laparoscopic hernia repair, cardiac surgery, interventional cardiology and endotracheal intubation.

We were incorporated on June 26, 2014 in the State of Delaware under the name PAXmed Inc. In April 2015, we changed our name to PAVmed Inc. In January 2016, the registration statement on Form S-1 (File No. 333-203569) for our initial public offering (the “IPO”), was declared effective by the SEC. On April 28, 2016, we consummated our initial public offering of 1,060,000 units, each unit consisting of one share of common stock and one warrant. The units were sold at an offering price of $5.00 per unit, generating gross proceeds of $5.3 million, and net cash proceeds of $4.2 million, after deducting cash selling agent discounts and commissions and offering expenses. Each warrant issued in our IPO entitles the holder to purchase one share of common stock at $5.00 per share until January 29, 2022, or earlier upon redemption.

Our business address is One Grand Central Place, 60 E 42 nd Street, Suite 4600, New York, New York 10165, and our telephone number is (212) 949-4319. Our corporate website is www.pavmed.com. The information contained on, or that can be assessed through, our website is not incorporated by reference into this prospectus and you should not consider information on our website to be part of this prospectus or in deciding whether to purchase our securities.

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Background of the Offering

Series S Warrants

On June 30, 2017, we entered into a Note and Securities Purchase Agreement (the “NSPA”) with Scopia Holdings, LLC (“Scopia”). Effective July 3, 2017, we consummated the sale of securities pursuant to the NSPA, upon:

| ● | the
issuance by us of a 15.0% senior secured promissory note with a principal amount of $5,000,000 (the “Promissory Note”)
to Scopia; |
| --- | --- |
| ● | the
issuance by us of an aggregate of 2,660,000 Series S warrants to purchase shares of our common stock to Scopia and its designees
(the “Series S Warrants”); and |
| ● | the
delivery by Scopia to us of $4.8 million in cash, representing the principal amount of the Promissory Note net of Scopia’s
costs. |

The NSPA contains certain affirmative covenants and negative covenants of ours, including restrictions on our ability to incur any additional indebtedness or liens or declaring or paying any dividends (subject to certain exceptions provided for in the NSPA) while any amount under the Promissory Note remains outstanding. Pursuant to the NSPA, for so long as Scopia holds at least 50% of the aggregate principal balance of all Promissory Notes outstanding, Scopia shall have the ability to nominate (and remove) one member to our Board of Directors; provided that our Board of Directors shall have the right to reject any such nominee if it determines in good faith that such nominee is not reasonably acceptable to it.

The Promissory Note bears interest at the rate of 15.0% per annum and is payable semiannually in arrears on the 30th day of June and December of each calendar year commencing on December 30, 2017. Pursuant to the Promissory Note, the Company may elect, in its sole discretion, to pay up to 50.0% of the interest due on the Note on any payment date by increasing the outstanding principal balance of the Promissory Note by the amount of such unpaid interest on such payment date. The aggregate principal balance of the Promissory Note, together with interest, is due on June 30, 2019. However, the Promissory Note may be prepaid without interest or penalty, and the holder of the Promissory Note may require us to redeem the outstanding principal amount of the Promissory Note (in whole or in part), together with any accrued interest thereon, under certain conditions.

The Series S Warrants have an exercise price of $0.01 per share, subject to adjustment. The Series S Warrants may also be exercised, in whole or in part, on a cashless basis. The Series S Warrants are exercisable at any time until June 30, 2032, and any outstanding Series S Warrants on such date shall be automatically exercised via cashless exercise. As of the date hereof, 1,064,000 of the Series S Warrants have been exercised for cash and 122,360 of the Series S Warrants have been exercised on a cashless basis.

We are registering the resale of the shares of common stock underlying the Series S Warrants pursuant to the terms of the NSPA.

Series W Warrants

In several private placements prior to our IPO, we issued warrants to our initial stockholders. As described above, we then sold 1,060,000 units in our IPO, each unit consisting of one share of common stock and one warrant to purchase one share of common stock. Immediately prior to the IPO, 9,560,295 warrants were outstanding, including the 150,934 warrants held by the selling stockholders. Upon consummation of the IPO, the previously outstanding warrants automatically converted into warrants identical to the warrants issued in the IPO. We refer to the warrants issued in private placements prior to our IPO and the warrants issued in our IPO, collectively, as the “Series W Warrants.”

The Series W Warrants have an exercise price of $5.00 per share, subject to adjustment. The Series W Warrants became exercisable on October 28, 2016 and expire on January 29, 2022.

Under the terms of the warrant agreement governing the Series W Warrants, we have agreed to use our commercially reasonable best efforts to have an effective and current registration statement covering the shares underlying the warrants in place once the warrants become exercisable, and to use our best efforts to cause the same to continue to be effective until the expiration of the warrants in accordance with their terms. Accordingly, the Registration Statement covers the resale of an aggregate of 150,934 shares of common stock underlying the Series W Warrants currently held by the selling stockholders to the extent such warrants are exercised by the selling stockholders prior to their transfer in a public sale. To the extent the selling stockholders transfer the Series W Warrants in a public sale prior to exercising them, the Registration Statement also covers the issuance of an aggregate of 150,934 shares of our common stock to subsequent holders of the Series W Warrants upon their subsequent exercise. Of the shares underlying the other Series W Warrants issued in private placements prior to our IPO, 1,062,031 shares were registered pursuant to our registration statement declared effective on February 3, 2017 (file no. 333-214288) and the remaining shares have not been registered as of the date hereof.

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The Offering

| Common
stock to be offered by the selling stockholders | 2,810,654 shares |
| --- | --- |
| Common
stock to be offered by us | 150,934 shares |
| Use
of proceeds | All
the shares sold under this prospectus will be sold or otherwise disposed of for the account
of the selling stockholders, or their pledgees, assignees or successors-in-interest.
We will not receive any of the proceeds from the sale or other disposition of the shares
by the selling stockholders. We will, however, receive up to $25,376 if the Series S
Warrants are exercised for cash (including $10,640 that have been received from cash
exercises as of the date hereof) and $754,670 if the Series W Warrants are exercised
for cash. We will use any such proceeds for working capital. See “ Use of Proceeds ”
beginning on page 6 of this prospectus. |
| Nasdaq
Capital Market symbol | PAVM |
| Risk
Factors | See
“ Risk Factors ” beginning on page 5 of this prospectus and the other information included in or incorporated
by reference into this prospectus for a discussion of the factors you should consider before making an investment decision. |

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RISK FACTORS

Any investment in our shares involves a high degree of risk. Potential investors are urged to read and consider the risks and uncertainties relating to an investment in our company set forth below and those set forth in or incorporated by reference into this prospectus, including those set forth in our most recent annual report on Form 10-K and those set forth in our quarterly reports on Form 10-Q for the fiscal quarters commencing after the end of the fiscal year covered by such annual report. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results of operations. If any of these risks actually occur, our business, financial condition or results of operations could be seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.

Only a limited market exists for our common stock which could lead to price volatility.

Our common stock trades on the Nasdaq Capital Market. However, trading volumes for our common stock have been low since our IPO. The limited trading market for our common stock may cause fluctuations in the market value of our common stock to be exaggerated, leading to price volatility in excess of that which would occur in a more active trading market for our common stock.

Sales of substantial amounts of our common stock by the selling stockholders, or the perception that these sales could occur, could adversely affect the price of our common stock.

The sale by the selling stockholders of a significant number of shares of common stock could have a material adverse effect on the market price of our common stock. In addition, the perception in the public markets that the selling stockholders may sell all or a portion of their shares as a result of the registration of such shares pursuant to the Registration Statement could also in and of itself have a material adverse effect on the market price of our common stock.

The exercise of the Series S Warrants or the Series W Warrants will dilute our equity, and there may be future sales or other dilution of our equity, which may adversely affect the market price of our common stock.

The exercise price of the Series S Warrants is $0.01 per share and the exercise price of the Series W Warrants is $5.00 per share. Accordingly, the exercise of the Series S Warrants and Series W Warrants by the selling stockholders likely will dilute our other equity holders. In addition, we may issue additional shares of common stock and/or other securities that are convertible into or exchangeable for, or that represent the right to receive, shares of common stock. The market price of our shares could decline as a result of sales of our common stock or such other securities, or the perception that such sales could occur.

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NOTE ON FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus and in the documents incorporated by reference in this prospectus that are not purely historical are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus and in the documents incorporated by reference in this prospectus may include, for example, statements about our:

| ● | limited
operating history; |
| --- | --- |
| ● | ability
to generate revenue; |
| ● | ability
of our products to achieve regulatory approval and market acceptance; |
| ● | success
in retaining or recruiting, or changes required in, our officers, key employees or directors; |
| ● | expectation
that our existing capital resources will be sufficient to enable us to successfully meet the capital requirements for all
of our current and future products; |
| ● | potential
ability to obtain additional financing when and if needed; |
| ● | ability
to sustain status as a going concern; |
| ● | ability
to protect our intellectual property rights; |
| ● | ability
to complete strategic acquisitions; |
| ● | ability
to manage growth and integrate acquired operations; |
| ● | potential
liquidity and trading of our securities; |
| ● | regulatory
or operational risks; |
| ● | estimates
regarding expenses, future revenue, capital requirements and needs for additional financing; or |
| ● | expectations
regarding the time during which we will be an Emerging Growth Company under the JOBS Act. |

The forward-looking statements contained in this prospectus and in the documents incorporated by reference in this prospectus are based on current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors incorporated by reference or described in “ Risk Factors .” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

USE OF PROCEEDS

All the shares sold under this prospectus will be sold or otherwise disposed of for the account of the selling stockholders, or their pledgees, assignees or successors-in-interest. We will not receive any of the proceeds from the sale or other disposition of the shares by the selling stockholders. We will, however, receive up to $25,376 if the Series S Warrants are exercised for cash (including $10,640 that have been received from cash exercises as of the date hereof) and up to $754,670 if the Series W Warrants are exercised for cash. We will use any such proceeds for working capital.

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SELLING STOCKHOLDERS

The selling stockholders, or their pledgees, assignees or successors-in-interest, are offering for resale, from time to time, up to an aggregate of 1,473,640 shares of our common stock issuable, and 1,186,080 shares that have been issued, upon exercise of the Series S Warrants and up to an aggregate of 150,934 shares of our common stock issuable upon exercise of the Series W Warrants. Because the Series S Warrants permit “cashless” exercise, the number of shares that ultimately will be issuable upon any exercise thereof may be less than the number of shares being offered by this prospectus.

This table below has been prepared based solely on information supplied to us by the selling stockholders, or included in statements on Schedule 13D or 13G or other public documents filed by the selling stockholders with the SEC, and assumes the sale of all the shares offered hereby. The selling stockholders may sell all, some or none of their shares in this offering. The selling stockholders identified in the table below may have sold, transferred or otherwise disposed of some or all their shares since the date of this prospectus in transactions exempt from, or not subject to the registration requirements of, the Securities Act. See “ Plan of Distribution .”

Information concerning the selling stockholders may change from time to time and, if necessary and required, we will amend or supplement this prospectus accordingly.

| | Beneficial
Ownership — Before
Offering (1) | | Shares — Offered | Beneficial
Ownership — After
Offering(1) | |
| --- | --- | --- | --- | --- | --- |
| Selling
Stockholder(2) | Shares | Percent | Hereby | Shares | Percent |
| Matthew
Sirovich(3) | 696,751 | 4.8 % | 1,207,640 | 557,452 | 3. 5 % |
| Jeremy
Mindich(4) | 532,000 | 3.7 % | 532,000 | – | 0.0 % |
| David
Broser(4) | 532,000 | 3.7 % | 532,000 | – | 0.0 % |
| The
Boomer Fund, L.P.(3) | 139,299 | * | 266,000 | – | 0.0 % |
| Richard
& Carol Hochman(5) | 39,808 | * | 39,900 | – | 0.0 % |
| 2003
Hochman Family LLC(5)(6) | 26,539 | * | 26,600 | – | 0.0 % |
| Hochman
Family Partnership(5)(7) | 26,539 | * | 26,600 | – | 0.0 % |
| Carol
Hochman(5) | 13,270 | * | 13,300 | – | 0.0 % |
| Nathaniel
Hochman(5) | 7,962 | * | 7,980 | – | 0.0 % |
| Jason
Hochman(5) | 7,962 | * | 7,980 | – | 0.0 % |
| Richard
X. Seet | 55,745 | * | 55,745 | – | 0.0 % |
| Lawrence
M. Levinson(8) | 55,745 | * | 13,936 | 41,809 | * |
| Stewart
and Sons LLC(9) | 60,002 | * | 10,501 | 49,501 | * |
| Ella
Damiano (10) | 40,002 | * | 7,001 | 33,001 | * |
| Michael Damiano
(10) | 40,002 | * | 7,001 | 33,001 | * |
| Amy
Newmark(11) | 40,002 | * | 7,001 | 33,001 | * |
| Rosemary
Rouhana(11) | 40,002 | * | 7,001 | 33,001 | * |
| Timothy
Rouhana(11) | 40,002 | * | 7,001 | 33,001 | * |
| William J. Rouhana Jr.(11) | 40,002 | * | 7,001 | 33,001 | * |
| Robert
M. Greenspan(12) | 27,872 | * | 6,968 | 20,904 | * |
| Neil
Kaufman(13) | 22,872 | * | 6,968 | 15,904 | * |
| Lauren
Smith(14) | 24,616 | * | 4,308 | 20,308 | * |
| Londonderry Capital LLC(15) | 18,462 | * | 3,231 | 15,231 | * |
| Lawrence
Howard(16) | 15,386 | * | 2,693 | 12,693 | * |
| Mark
J. Wishner(16) | 15,386 | * | 2,693 | 12,693 | * |
| Alan Salzbank(17) | 6,154 | * | 1,077 | 5,077 | * |
| Sheryl Massella(18) | 4,616 | * | 808 | 3,808 | * |

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| * | Less
than 1%. |
| --- | --- |
| (1) | Beneficial
ownership is determined in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended, or the “Exchange Act,” and generally includes shares
over which the selling stockholder has voting or dispositive power, including any shares
the selling stockholder has the right to acquire within 60 days of December 31, 2017.
Except as set forth below, each selling stockholder’s beneficial ownership of common
stock consists entirely of shares issuable upon exercise of Series S Warrants or Series
W Warrants. The percentages of ownership before the offering are calculated based on
14,551,234 shares of common stock outstanding as of December 31, 2017. The percentages
of ownership after the offering assume the exercise of all 1,473,640 remaining Series
S Warrants and of all 150,934 Series W Warrants of which the underlying shares are offered
hereby, and the sale by each selling stockholder of all the shares offered hereby. |
| (2) | The
information in the table is based on information supplied to us by the selling stockholders. Other than as described in the
footnotes below, none of the selling stockholders has, within the past three years, had any position, office or other material
relationship with us or any of our predecessors or affiliates other than as a holder of our securities. None of the selling
stockholders are broker-dealers or affiliates of a broker-dealer. |
| (3) | The
Boomer Fund, L.P. is controlled by Matthew Sirovich, as general partner. Accordingly, Mr. Sirovich may be deemed to beneficially
own the shares of common stock and warrants held by such entity. The shares of common stock beneficially owned by Mr. Sirovich
and by The Boomer Fund, L.P., as applicable, exclude 1,100,959 shares of common stock issuable upon the exercise of 1,207,640
Series S Warrants held by Mr. Sirovich and 266,000 Series S Warrants held by The Boomer Fund L.P., which warrants are not
currently exercisable, due to the fact that such Series S Warrants may not be exercised to the extent Mr. Sirovich would beneficially
own greater than 4.75% of our outstanding common stock immediately following such exercise. The shares of common stock beneficially
owned by Mr. Sirovich and by The Boomer Fund, L.P., as applicable, include (i) 557,452 shares of common stock held directly
by Mr. Sirovich and (ii) 106,681 shares of common stock issuable upon the exercise of 1,207,640 Series S Warrants held by
Mr. Sirovich and 266,000 Series S Warrants held by The Boomer Fund L.P., which are currently exercisable. |

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| (4) | The
shares of common stock beneficially owned by each of Mr. Mindich and Mr. Broser include 532,000 shares issued
upon their respective cash exercise of Series S Warrants previously held by each of them individually. |
| --- | --- |
| (5) | The
shares of common stock beneficially owned by Richard & Carol Hochman, the 2003 Hochman Family LLC, the Hochman Family
Partnership, Carol Hochman, Nathaniel Hochman and Jason Hochman include 39,808, 26,539, 26,539, 13,270, 7,962 and 7,962 shares,
respectively, issued upon cashless exercise of the Series S Warrants previously held by them. |
| (6) | The
2003 Hochman Family LLC is controlled by Richard Hochman, as a member. Accordingly, Mr. Hochman may be deemed to beneficially
own the shares of common stock held by such entity. |

| (7) | The
Hochman Family Partnership is controlled by Richard Hochman, as general partner. Accordingly, Mr. Hochman may be deemed to
beneficially own the shares of common stock held by such entity. |
| --- | --- |
| (8) | The
shares of common stock beneficially owned by Mr. Levinson include (i) 41,809 shares of common stock and (ii) 13,936 shares
of common stock issuable upon the exercise of Series W Warrants offered hereby . |
| (9) | The
shares of common stock beneficially owned by Stewart and Sons LLC include (i) 30,001 shares of common stock and (ii) 30,001
shares of common stock issuable upon exercise of Series W Warrants (including 10,501 shares offered hereby). Stewart and Sons
LLC is controlled by Stewart Richer. Accordingly, Mr. Richer may be deemed to beneficially own the shares of common stock
held by such entity. |
| (10) | The shares of common stock beneficially owned
by each of Ms. Damiano and Mr. Damiano, include (i) 20,001 shares of common stock and (ii) 20,001 shares of common stock issuable
upon exercise of Series W Warrants (including 7,001 shares offered hereby). |
| (11) | The
shares of common stock beneficially owned by each of Ms. Newmark, Ms. Rouhana, Mr. Timothy Rouhana and Mr. William J. Rouhana
Jr. include (i) 20,001 shares of common stock and (ii) 20,001 shares of common stock issuable upon exercise of Series W Warrants
(including 7,001 shares offered hereby). |
| (12) | The
shares of common stock beneficially owned by Mr. Greenspan include (i) 20,904 shares of common stock and (ii) 6,968 shares
of common stock issuable upon the exercise of Series W Warrants offered hereby. |
| (13) | The
shares of common stock beneficially owned by Mr. Kaufman include (i) 15,904 shares of
common stock and (ii) 6,968 shares of common stock issuable upon the exercise of Series
W Warrants offered hereby. |
| (14) | The
shares of common stock beneficially owned by Ms. Smith include (i) 12,308 shares of common stock and (ii) 12,308 shares of
common stock issuable upon the exercise of Series W Warrants (including 4,308 shares offered hereby). |
| (15) | The shares of common stock beneficially owned
by Londonderry Capital LLC include (i) 9,231 shares of common stock and (ii) 6,000 shares of common stock issuable upon the
exercise of Series W Warrants (including 3,231 shares offered hereby). Londonderry Capital LLC is controlled by Scott Seaton.
Accordingly, Mr. Seaton may be deemed to beneficially own the shares of common stock held by such entity. |
| (16) | The
shares of common stock beneficially owned by each of Mr. Howard and Mr. Wishner include (i) 7,693 shares of common stock and
(ii) 7,693 shares of common stock issuable upon the exercise of Series W Warrants (including 2,693 shares offered hereby). |
| (17) | The
shares of common stock beneficially owned by Mr. Salzbank include (i) 3,077 shares of common stock and (ii) 3,077 shares of
common stock issuable upon the exercise of Series W Warrants (including 1,077 shares offered hereby). |
| (18) | The
shares of common stock beneficially owned by Ms. Massella include (i) 2,308 shares of common stock and (ii) 2,308 shares of
common stock issuable upon the exercise of Series W Warrants (including 808 shares offered hereby). |

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PLAN OF DISTRIBUTION

We are registering the shares of common stock issuable upon exercise of the Series S Warrants and Series W Warrants to permit the resale of those shares from time to time after the date of this prospectus by the selling stockholders. The term “selling stockholders,” as used herein, includes any pledgee, assignee or successor-in-interest to any selling shareholder listed herein selling shares of common stock underlying the Series S Warrants or Series W Warrants or interests in such shares received after the date of this prospectus from a selling stockholder as a pledge, gift, partnership distribution or other transfer.

The selling stockholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares or interests in such shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The shares of common stock may be offered by the selling stockholders at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of the shares or interests therein:

| ● | on
any national securities exchange or quotation service on which the shares may be listed or quoted at the time of sale; |
| --- | --- |
| ● | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| ● | in
the over the counter market; |
| ● | block
trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block
as principal to facilitate the transaction; |
| ● | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an
exchange distribution or other future transaction exchange-related transaction in accordance with the rules of the applicable
exchange or exchange-related transaction; |
| ● | privately
negotiated transactions; |
| ● | short
sales; |
| ● | through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| ● | broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
| ● | a
combination of any such methods of sale; and |
| ● | any
other method permitted pursuant to applicable law. |

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The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the pledged shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares in other circumstances, in which case the pledgees, assignees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus; provided, however, that prior to any such transfer the following information (or such other information as may be required by the federal securities laws from time to time) with respect to each such selling beneficial owner must be added to the prospectus by way of a prospectus supplement or post-effective amendment, as appropriate: (1) the name of the beneficial owner; (2) any material relationship the beneficial owner has had within the past three years with us or any of our predecessors or affiliates; (3) the amount of shares owned by the beneficial owner before the offering; (4) the amount to be offered for the beneficial owner’s account; and (5) the amount and (if one percent or more) the percentage of shares to be owned by the beneficial owner after the offering is complete.

In connection with the sale of our shares or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume. The selling stockholders may also sell shares short and deliver these shares to close out their short positions, or loan or pledge shares to broker-dealers that in turn may sell these shares. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of the shares offered by them will be the purchase price of the shares less discounts or commissions, if any. Each of the selling stockholders reserves the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of shares to be made directly or through agents. We will not receive any of the proceeds from the sale of shares offered by this prospectus. We will, however, receive up to $25,376 if the Series S Warrants are exercised for cash (inclusive of $10,640 of such exercise proceeds received as of the date hereof) and up to $754,670 if the Series W Warrants are exercised for cash.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act of 1933, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.

To the extent required, the shares to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the Registration Statement.

The maximum amount of compensation to be received by any FINRA member or independent broker-dealer for the sale of any shares registered under this prospectus will not be greater than 8.0% of the gross proceeds from the sale of such shares.

In order to comply with the securities laws of some states, if applicable, the shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, the shares may not be sold unless they have been registered or qualified for sale under the applicable state securities laws, or an exemption from registration or qualification requirements is available and is complied with, or registration or qualification is otherwise not required.

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We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Pursuant to the terms of the Series W Warrants, the shares of common stock to be issued upon exercise of the Series W Warrants will be distributed only to those warrant holders who surrender the Series W Warrants or the certificates representing the Series W Warrants and, unless exercised on a cashless basis, provide payment of the exercise price, all in accordance with the warrant agreement governing such warrants. The warrant agreement is included as an exhibit to the Registration Statement.

LEGAL MATTERS

The legality of the common stock offered by this prospectus has been passed upon by Graubard Miller, New York, New York. Graubard Miller and its partners own warrants to purchase shares of our common stock, which represent, in the aggregate, beneficial ownership of less than 1% of our common stock.

EXPERTS

The consolidated financial statements of PAVmed Inc. and Subsidiary as of and for the years ended December 31, 2016 and 2015, which are incorporated in this prospectus by reference to the Annual Report on Form 10-K, as amended, for the year ended December 31, 2016, have been so incorporated in reliance on the report of Citrin Cooperman & Company, LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room.

The SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. This prospectus incorporates by reference the documents listed below, all filings we make under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the initial filing date of the Registration Statement and prior to effectiveness of the Registration Statement, and all filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after effectiveness of the Registration Statement and prior to the sale of all of the shares offered hereby:

| ● | our
annual report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on February 16, 2017 as amended
by Amendment No. 1 to our annual report on Form 10-K/A filed on April 10, 2017; |
| --- | --- |
| ● | our
quarterly reports on Form 10-Q for the fiscal quarter ended March 31, 2017 filed with the SEC on May 22, 2017, for the fiscal
quarter ended June 30, 2017 filed with the SEC on August 11, 2017, and for the fiscal quarter ended September 30, 2017
filed with the SEC on November 14, 2017; |
| ● | our
current reports on Form 8-K filed with the SEC on February 1, 2017, February 23, 2017, March 13, 2017, March 22, 2017, April
4, 2017, April 11, 2017, July 6, 2017, August 8, 2017, October 3, 2017, October 6, 2017, October 10, 2016 and December
29, 2017; |
| ● | our
proxy statement on Schedule 14A filed with the SEC on August 30, 2017; and |
| ● | our
registration statement on Form 8-A filed on January 28, 2016, registering our common stock under Section 12(b) of the Exchange
Act. |

Any statement contained in a document filed before the date of this prospectus and incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Any information that we file after the date of this prospectus with the SEC will automatically update and supersede the information contained in this prospectus. Notwithstanding the foregoing, we are not incorporating any document or portion thereof or information deemed to have been furnished and not filed in accordance with SEC rule.

We will provide you with a copy of any or all of the information that has been incorporated by reference in this prospectus, without charge, upon written or oral request directed to PAVmed Inc., One Grand Central Place, Suite 4600, New York, New York 10165, telephone number (212) 949-4319.

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