UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, DC 20549










FORM
10-K/A

(Amendment
No. 1)










(Mark One)



| | x | ANNUAL
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -----------------------------------------------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2016



OR



| |  ̈ | TRANSITION
                                         REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------------------------------------------



For the transition period from to



Commission File Number: 001-37685










PAVMED
INC.





(Exact Name of Registrant as Specified
in Its Charter)










|Delaware                                                          | 47-1214177                          
|----------------------------------------------------------------- | ------------------------------------
|(State
    or Other Jurisdiction ofIncorporation or Organization) | (IRS
    EmployerIdentification No.)



|One Grand Central PlaceSuite 4600New York, NY
        (Address of Principal Executive
        Offices) | 10165
        (Zip Code)
|------------------------------------------------------------------------------------------------------ | ------------------------



(212) 949-4319(Registrant’s Telephone Number, Including Area Code)










Securities registered under Section 12(b)
of the Exchange Act:



|Title
    of each class                  |  | Name
    of each exchange on which registered
|---------------------------------------- |  | ---------------------------------------------
|                                         |  |                                              
|Common Stock, $0.001 par value per share |  | The NASDAQ Stock Market LLC                  
|                                         |  |                                              
|Warrants, each to purchase one share of  |  |                                              
|Common Stock                             |  | The NASDAQ Stock Market LLC                  



Securities registered under Section 12(g)
of the Exchange Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ̈Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.  YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  YesxNo ̈



Indicate
by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ̈



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



|Large accelerated
    filer |  ̈ |                                                   |  | Accelerated filer         |  ̈
|--------------------------- | - | ------------------------------------------------- |  | ------------------------- | -
|Non-accelerated filer       |  ̈ | (Do not check if a smaller
    reporting company) |  | Smaller reporting company | x



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ̈Nox



As of June 30, 2016 (the last business
day of the registrant’s most recently completed second fiscal quarter),the registrant did not have any common equity trading
by itself and only had common equity trading with warrants in the form of units. Based on the last reported sales price of the
units, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $15.1 million
on June 30, 2016.



As of March 31, 2017 there were 13,331,211
shares of the registrant’s Common Stock, par value $0.001 per share, outstanding.



Documents Incorporated By Reference:



None.


















EXPLANATORY NOTE



PAVmed Inc. is filing this Amendment No.
1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2016, filed
with the Securities and Exchange Commission (“SEC”) on February 16, 2017 (“Original Form 10-K”).



This Amendment is being filed to: (i)
include the information required by Items 10 through 14 of Part III of Form 10-K; (ii) amend the cover page of the Original Form
10-K to (a) delete the reference in the Original Form 10-K to the incorporation by reference of the definitive Proxy Statement
for our 2017 Annual Meeting of Shareholders and (b) update the number of outstanding shares of common stock; and (iii) amend Item
15 of the Original Form 10-K to include the certifications specified in Rule 13a-14(a) under the Securities Exchange Act of 1934
that are required to be filed with this Amendment. Except as set forth in the immediately preceding sentence, this Amendment does
not amend, modify or update any disclosures contained in the Original Form 10-K. Nothing contained in this Amendment updates any
disclosure contained in the Original Form 10-K to reflect any events occurring after the filing of the Original Form 10-K











TABLE OF CONTENTS



|         | PART
    III                                                                                       |   
|-------- | -------------------------------------------------------------------------------------------------- | --
|Item 10. | Directors, Executive Officers,
    and Corporate Governance                                        | 1 
|Item 11. | Executive Compensation                                                                             | 9 
|Item 12. | Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder Matters | 17
|Item 13. | Certain Relationships and Related
    Transactions and Director Independence                       | 20
|Item 14. | Principal Accountant Fees and
    Services                                                         | 24
|         |                                                                                                    |   
|         | PART
    IV                                                                                        |   
|Item 15. | Exhibits and Financial Statement
    Schedules                                                     | 25






Table of Contents




PART III



Item 10. Directors, Executive Officers
and Corporate Governance



The following table sets forth the name,
age and position of each of our executive officers, key employees and directors as of April 10, 2017.



|Name                        |  | Age |  | Position                                                
|--------------------------- |  | --- |  | --------------------------------------------------------
|Lishan
    Aklog, M.D.      |  | 51  |  | Chairman
    and Chief Executive Officer                
|Michael
    J. Glennon      |  | 51  |  | Vice
    Chairman and Director                          
|Dennis
    M. McGrath       |  | 60  |  | Executive
    Vice President and Chief Financial Officer
|Brian
    J. deGuzman, M.D. |  | 53  |  | Chief
    Medical Officer                               
|Ira
    Scott Greenspan     |  | 58  |  | Senior
    Advisor and Director                         
|James
    L. Cox, M.D.      |  | 74  |  | Director                                                
|Joshua
    R. Lamstein      |  | 47  |  | Director                                                
|Ronald
    M. Sparks        |  | 62  |  | Director                                                
|David
    Weild IV          |  | 60  |  | Director                                                



Lishan Aklog, M.D.,has been our Chairman and Chief
Executive Officer since our inception. Dr.  Aklog has also served as Co-Managing Partner of HCFP, a financial advisory
and investment firm, since May 2014, and as a co-founding Partner of both Pavilion Holdings Group (“PHG”), a
medical device holding company, since its inception in 2007 and Pavilion Medical Innovations (“PMI”), a venture-backed
medical device incubator, since its inception in 2009. Dr. Aklog has been a Senior Advisor and/or Director of PMI portfolio
companies Saphena Medical Inc. since February 2013, Kaleidoscope Medical LLC since February 2013 and Cruzar Medsystems Inc.
since July 2013. Dr. Aklog previously served as Chairman and Chief Technology Officer of Vortex Medical Inc., a PHG portfolio
company, from its inception in 2008 until its acquisition in October 2012 by AngioDynamics Inc. (Nasdaq: ANGO) for $55 million.
Dr. Aklog has been a consultant to AngioDynamics since 2012, Biomet Inc. since 2009 and Atricure Inc. (Nasdaq: ATRC) since 2007.
He previously served as a consultant to Edward Lifesciences Corp. (NYSE: EW), from 2007 to 2012 and On-X Life Technologies Inc.
from 2009 to 2012. Dr. Aklog also previously served on the Scientific Advisory Boards of numerous leading medical device
companies, including Medtronic, St. Jude Medical, Guidant Cardiac Surgery (now, Maquet Cardiovascular) and Cardiovations (then,
a division of Johnson & Johnson). Dr. Aklog is an inventor on 11 issued patents and over 30 patent applications, including
the core patents of Vortex Medical’s AngioVac system. Prior to entering the medical device industry full-time in 2012, Dr. Aklog
was, from 2006 to 2012, Associate Professor of Surgery, Chief of Cardiovascular Surgery and Chair of The Cardiovascular Center
at St. Joseph’s Hospital and Medical Center’s Heart and Lung Institute in Phoenix, Arizona. From 2002 to 2006, Dr. Aklog
was Assistant Professor of Cardiothoracic Surgery, Associate Chief of Cardiac Surgery and Director of Minimally Invasive Cardiac
Surgery at Mount Sinai Medical Center in New York. From 1999 to 2002, Dr. Aklog was Assistant Professor of Surgery at Harvard
Medical School, Director of the Cardiac Surgery Research Laboratory and an attending cardiac surgeon at Brigham and Women’s
Hospital in Boston. Dr. Aklog received his clinical training in general and cardiothoracic surgery at Brigham and Women’s
Hospital and Boston Children’s Hospital, during which he spent two years as the Medtronic Research Fellow at Harvard Medical
School’s Cardiac Surgery Research Laboratory. He was then awarded the American Association of Thoracic Surgery Traveling
Fellowship pursuant to which he received advanced training in heart valve surgery under renowned cardiac surgeons Sir Magdi Yacoub
at Harefield Hospital in London and Professor Alain Carpentier at L’Hopital Broussais in Paris. Dr. Aklog is a co-author
on 38 peer-reviewed articles and 10 book chapters. He has served on the Editorial Board of the Journal of Cardiothoracic Surgerysince 2006. He is a member of numerous professional societies and has been elected to the American Association of Thoracic
Surgery. He served on the Board of Directors of the International Society for Minimally Invasive Cardiothoracic Surgery from 2006
to 2009 and as President of the 21st Century Cardiothoracic Surgery Society in 2011. Dr. Aklog was recognized as one of America’s
Top Doctors in the Castle Connolly Guidefrom 2002 to 2013. Dr. Aklog received his A.B., magna cum laude, in
Physics from Harvard University, where he was elected to Phi Beta Kappa. Dr. Aklog received his M.D., cum laude, from
Harvard Medical School.



We believe Dr. Aklog is well-qualified to serve on our Board
of Directors due to his extensive experience in founding and building successful medical device companies, his distinguished career
as an academic cardiac surgeon, his recognition as a thought leader and innovator both as a surgeon and a medical device entrepreneur
and his widespread relationships in the healthcare and medical device communities.



1


Table of Contents




Michael J. Glennonhas served as our Vice Chairman and
a Director since October 2014. Mr. Glennon has served as a co-founding Partner of both PHG and PMI since their respective
inceptions in 2007 and 2009 and also serves as Chairman and Chief Executive Officer of PMI. Mr. Glennon has served as President,
Chief Executive Officer and a director of Saphena Medical since February 2013 and Cruzar Medsystems since July 2013
and as a director of Kaleidoscope Medical since January 2013. Mr. Glennon was the President and Chief Executive Officer
of Vortex Medical from its inception in 2008 until its acquisition in October 2012 by AngioDynamics. From 2005 to 2007, Mr. Glennon
was Senior Vice President — Sales and Marketing for Accellent Inc., a market-leading provider of outsourced precision manufacturing
and engineering services to the medical device industry. Accellent was a portfolio company of DLJ Merchant Banking Partners and
was acquired in 2005 by KKR and Bain Capital. From 2004 to 2005, Mr. Glennon was a Cardiac Rhythm Management District Manager
at Medtronic. From 1996 to 2004, Mr. Glennon was a Sales Manager at Guidant including seven years at Guidant Cardiac Surgery
(now, Maquet Cardiovascular). He was instrumental in the launch and rapid growth of VasoView, the first endoscopic vessel harvesting
technology, which became the standard of care in coronary bypass surgery. From 1993 to 1995, Mr. Glennon worked for Origin
Medsystems which was acquired by Eli Lilly and subsequently spun out as part of Guidant. Previously, Mr. Glennon was with
Stryker Endoscopy and Storz Instrument Company. Mr. Glennon received his B.S. in Business Administration from the University
of New Hampshire.



We believe Mr. Glennon is well-qualified to serve on Board
of Directors due to his significant experience in the marketing and sale of a broad range of medical devices, his expertise in
the development and manufacturing of medical devices, his experience launching, building and running successful medical device
companies, and his extensive relationships in the medical device industry and the broader medical community.



Dennis M. McGrathhas served as our Executive Vice President
and Chief Financial Officer since March 2017. Mr. McGrath also has served as President and Chief Financial Officer and as a director
of PhotoMedex, Inc., a Nasdaq listed company (“PhotoMedex”), since December 2011. While Mr. McGrath will continue
at PhotoMedex for a limited period of time following the sale of substantially all of PhotoMedex’s assets in January 2017,
Mr. McGrath will devote his best efforts and full time to our business. He reassumed the role of Chief Financial Officer of PhotoMedex
following its reverse merger with Radiancy, Inc. in December 2011, having served as President and Chief Executive Officer and
as a director of PhotoMedex from July 2009 to December 2011. He previously served as Chief Financial Officer and Vice President
of Finance and Administration of PhotoMedex from January 2000 to June 2009. Prior to PhotoMedex, from February 1999 to January
2000, he served as Chief Operating Officer of Internet Practice, the largest division of AnswerThink Consulting Group, Inc., a
Nasdaq listed company specializing in business consulting and technology integration. Concurrently, from August 1999 until January
2000, he was Chief Financial Officer of Think New Ideas, Inc., a Nasdaq listed company specializing in interactive marketing services
and business solutions. Mr. McGrath also served as Chief Financial Officer and Executive Vice President of TriSpan, Inc., an internet
commerce solutions and technology consulting company, which was acquired by AnswerThink Consulting Group, Inc., from September
1996 to February 1999. Mr. McGrath is a Certified Public Accountant who began his career at Arthur Andersen and holds a B.S. in
accounting from LaSalle University. He serves as a director on several boards including DarioHealth Corp. (a Nasdaq listed company),
Noninvasive Medical Technologies, Inc. and Cagent Vascular, LLC.



Brian J . deGuzman, M.D.has served as our Chief Medical
Officer since October 2014 and served as a Director from October 2014 to January 2015. Dr. deGuzman has served as a
co-founding Partner of PHG and PMI since their respective inceptions in 2007 and 2009. Dr. deGuzman has been President and
Chief Executive Officer of Kaleidoscope Medical since its founding in February 2013 and has also served as a Senior Advisor
to PMI portfolio companies Saphena Medical since February 2013 and Cruzar Medsystems since July 2013. Dr. deGuzman
served as Chief Medical Officer of Vortex Medical from inception until its sale to AngioDynamics, for whom he continues to serve
as a consultant. Dr. deGuzman has also been a consultant to Biomet and Atricure since 2007, and on the Revascularization
Scientific Advisory Board of Maquet Cardiovascular (formerly Boston Scientific and Guidant Cardiac Surgery) since 2006. During
his surgical career, Dr. deGuzman also served as a consultant to various medical device companies, including Edward Lifesciences.
Prior to moving into the medical device industry full-time in 2012, Dr. deGuzman was Assistant Professor of Surgery, Associate
Chief of Cardiovascular Surgery, and Surgical Director of the Atrial Fibrillation Clinic at St. Joseph’s Hospital and Medical
Center’s Heart and Lung Institute from 2006 to 2012. From 2002 to 2006, Dr. deGuzman was Assistant Professor of Surgery
at Tufts University School of Medicine and an attending cardiac surgeon at the Lahey Clinic Medical Center in Massachusetts. From
2001 to 2002, Dr. deGuzman was a Clinical Associate of Cardiac Surgery at the Cleveland Clinic. Dr.  deGuzman received
his general surgical training at the University of Connecticut/Hartford Hospital, was a Research Fellow at Harvard Medical School’s
Cardiac Surgery Research Laboratory, and received his cardiothoracic surgical training at Brigham and Women’s Hospital and
Boston Children’s Hospital. Dr.  deGuzman was recognized as a Top Doctor in Cardiovascular Surgery by Boston
Magazine. Dr.  deGuzman received his B.S. in Biology from Boston College and his M.D. from Georgetown University
School of Medicine.



2


Table of Contents




Ira Scott Greenspanhas been a Senior Advisor since
our inception and a Director since January 2015. Mr. Greenspan serves as Co-Managing Partner of HCFP. For more than
20 years, Mr. Greenspan has been a senior officer and/or director of HCFP and its predecessors and related entities, including
having served from 1999 to 2009 as Co-Managing Partner of HCFP/Brenner Equity Partners, the indirect majority shareholder of HCFP/Brenner
Securities LLC, a middle market investment bank originally founded by senior officers of Drexel Burnham Lambert. Prior to entering
the financial services industry in 1992, Mr.  Greenspan practiced corporate and securities law as a Partner of the New
York predecessor of Blank Rome, a leading law firm. Mr. Greenspan started his legal career at the New York predecessor of
Sidley Austin, also a leading law firm. During law school, Mr. Greenspan was chosen to participate in an internship program
in the New York Regional Office (Division of Corporation Finance, Branch of Small Issues) of the Securities and Exchange Commission.
Mr. Greenspan received his B.A., with distinction for outstanding academic performance, from Harpur College/Binghamton University,
where he was elected to Phi Beta Kappa and Pi Sigma Alpha and was the recipient of a University Foundation Award recognizing him
as one of the top students in his graduating class. He received his J.D. from New York University School of Law, where he was
selected to be on the Editorial Board of the Annual Survey of American Law, an honorary law journal.



We believe Mr. Greenspan is well-qualified to be on our
Board of Directors due to his significant experience advising entrepreneurial growth companies as both a financial services executive
and corporate and securities lawyer, his pioneering role in numerous innovative corporate finance products and strategies, his
investment experience with early-stage companies and his extensive relationships in the financial community.



James L. Cox, M.D.has served as a Director since January 2015.
Dr. Cox is a cardiac surgeon, scientific investigator and medical device entrepreneur who pioneered the field of surgical
intervention for cardiac arrhythmias, including the eponymous Cox-Maze procedure for the treatment of atrial fibrillation. From
1983 to 1997, Dr. Cox served as Professor of Surgery and Chief of the Division of Cardiothoracic Surgery at Washington University
School of Medicine and Cardiothoracic Surgeon-in-Chief at Barnes Hospital in St. Louis. During this tenure, he became the first
Evarts A. Graham Professor of Surgery and Vice-Chair of the Department of Surgery. He is currently the Evarts A. Graham Professor
of Surgery Emeritus. Dr. Cox was also previously Professor and Chairman of the Department of Thoracic and Cardiovascular
Surgery at Georgetown University Medical Center and Associate Professor of Surgery at Duke University Medical Center. Dr. Cox
has had a distinguished and highly productive academic career. He has published 360 peer-reviewed scientific articles and has
served on the editorial boards of numerous journals, including Circulation,the Journal of Thoracic and Cardiovascular
Surgery,the Annals of Surgery, and the Journal of Electrophysiology. His laboratory has received continuous
NIH funding for its research on the surgical treatment of cardiac arrhythmias. Dr. Cox has served in leadership positions
at numerous professional organizations. He was the 81st President of the American Association of Thoracic Surgery and a director
of the American Board of Thoracic Surgery. He has been invited to lecture and perform surgery as a visiting professor at dozens
of institutions around the world. He has received numerous awards and honors for his clinical and scientific work, most notably
as one of 30 “Pioneers in Thoracic and Cardiovascular Surgery” at a ceremony commemorating the 50th anniversary of
the specialty. Dr. Cox holds 15 issued patents. He has been instrumental in the founding of six medical device companies,
including Epicor Medical, which was acquired by St. Jude Medical in 2004 for $200 million, and 3F Therapeutics, which was acquired
in 2006 by ATS Medical for $40 million. At such time, he became Medical Director of ATS Medical, which was subsequently acquired
by Medtronic in 2010 for $370 million. Dr. Cox has served on numerous scientific advisory boards, including Medtronic, St.
Jude Medical, Atricure and CorMatrix. He is also the Founder and Chairman of the Board of Directors of the World Heart Foundation,
a not-for-profit organization devoted to improving access to cardiac surgery, which is active in over 75 developing countries
around the world. Dr. Cox received his general and cardiothoracic surgical training at Duke University School of Medicine,
during which time he spent two years in the U.S. Army Medical Corps. Dr. Cox received his M.D. from the University of Tennessee,
where he received the Alpha Omega Alpha Distinguished Graduate Award as the outstanding student in his class.



We believe Dr. Cox is well-qualified to serve on our Board
of Directors due to his distinguished career as a world-renowned cardiac surgeon and scientific investigator, his recognition
as a thought leader and innovator both as a surgeon and medical device entrepreneur, his extensive experience in the medical device
industry and his widespread relationships in all segments of the healthcare community.



3


Table of Contents




Joshua R. Lamsteinhas served as a Director since January 2015.
Mr. Lamstein has served as a Partner and Chief Operating Officer of HCFP since July 2014. Mr. Lamstein has been
a Partner of KEC Ventures, an early-stage venture capital firm, since July 2014. Mr. Lamstein has also been a General
Partner of Isoseles Madefire Investors, LLC since July 2013 and BriefCam Investments L.P. since December 2012, each
a special purpose vehicle created to invest in an early-stage technology company. Since June 2013, Mr.  Lamstein
has been a director of Penske Media Group, a global media company, as a designee of Quadrangle Group, a private equity firm. In
August 2010, Mr. Lamstein co-founded Soli, a global mobile marketing company, and served as its Chief Operating Officer
until its acquisition in November 2012 by Acision Nederland B.V., a leading SMS provider to the world’s largest telecommunication
companies. Mr.  Lamstein was a founding member of GF Capital Private Equity Fund in 2004 and served as a Director from
2004 to 2008 and a Managing Director from 2008 to September 2010. In 2004, Mr. Lamstein was also a Portfolio Consultant
to a family investment office. From 2000 to 2003, Mr. Lamstein was a Partner of LMS Capital, a FTSE-listed investment trust
focused on private equity and venture capital investments and established the trust’s U.S. operations. Since 1999, Mr. Lamstein
has been a Senior Advisor to John Snow Incorporated, a leading public healthcare consulting firm, having also served as its interim
CFO from 1999 to 2000. Mr. Lamstein previously worked in London for Apollo Advisors, a global private equity firm. Mr.  Lamstein
started his financial services career as an investment banker for Lehman Brothers in London and New York. Mr. Lamstein received
his B.A., with honors, from Colgate University and his M.B.A. from the MIT Sloan School of Management.



We believe Mr. Lamstein is well-qualified to be on our
Board of Directors due to his broad experience in private equity, venture capital, and investing in and managing early ventures,
his widespread relationships in the private equity and venture capital communities and his knowledge of public healthcare.



Ronald M. Sparkshas served as a Director since January 2015.
Mr. Sparks has more than 37 years of executive experience in the medical device industry and has launched over 50 products
across a wide spectrum of specialties, including orthopedics, endoscopy, wound management, cardiology, interventional radiology,
diagnostic imaging, ophthalmology and otology. From 2007 to October 2013, he served as a Healthcare Industry Executive at
Avista Capital Partners, a private equity firm. Mr. Sparks served as Chairman and Chief Executive Officer of Navilyst Medical
Inc., which was formed by Avista Capital to acquire the fluid management and venous access business units of Boston Scientific,
from its inception in 2008 until its acquisition in May 2012 by AngioDynamics for $372.0 million. From 2003 to 2007, he served
as President, Chief Executive Officer and a director of Accellent, a market-leading provider of outsourced precision manufacturing
and engineering services to the medical device industry. Accellent was a portfolio company of DLJ Merchant Banking Partners and
was acquired in 2005 by KKR and Bain Capital. During his tenure at Accellent, he was recognized as the Credit Suisse/DLJ Merchant
Bank 2005 CEO of The Year. From 1986 to 2003, he served in various leadership roles at Smith & Nephew as a member of the Group
Executive Committee, President of the Endoscopy Division, President of the Wound Management Division and Vice President of Finance.
Earlier in his career, he served in various finance roles at Richards Medical, Dyonics and Union Carbide Imaging. Mr. Sparks
is a fellow of the American Sports Medicine Institute, a Trustee of the Arthroscopy Association of North America Education Foundation
and Honorary Lifetime Member of the International Society of Arthroscopy, Knee Surgery and Orthopedic Sports Medicine. He has
previously served on numerous boards and industry councils, including AdvaMed, the National Subacute Care Association, the American
College of Foot and Ankle Surgeons, the American Council of Orthopedic Surgeons and the Society of Interventional Radiology. Mr.  Sparks
received his B.S. in Finance and Accounting from the University of Massachusetts and attended the INSEAD Advanced Management Program
at the European Institute of Business Administration in Fontainebleau, France.



We believe Mr. Sparks is well-qualified to serve on our
Board of Directors due to his executive leadership roles at numerous medical device companies, his history of success in launching
over 50 new medical device products in 16 years, his extensive experience in acquiring and integrating 14 medical device companies
over 15 years, his execution of public financings, and his strong relationships in the medical community and with private equity
and investment banking firms active in the medical device space.



4


Table of Contents




David Weild IVhas served as a Director since February 2015.
He has been the founding Chairman and Chief Executive Officer of Weild & Co., a technology-driven capital facilitation platform,
since 2013, and of its broker-dealer subsidiary, since 2003. Mr. Weild also served as Senior Advisor — Capital Markets
to Grant Thornton LLP, a leading public accounting firm, from 2008 to 2012. Previously, Mr. Weild served as Vice Chairman,
Executive Vice President and Head of Listed Companies, and a member of the Executive Committee of The Nasdaq Stock Market from
2000 to 2003. Prior to joining Nasdaq, from 1987 to 2000, Mr. Weild held positions of increasing responsibility at Prudential
Securities Inc., including Vice President and Equity Syndicate Manager, Managing Director and Head of the Global Equity Transaction
Groups, Managing Director and Head of Corporate Finance and President of PrudentialFinancial.com, including PrudentialSecurities.com.
Mr. Weild is a recognized expert on capital formation and capital markets structure and has co-authored a number of definitive
white papers, studies and articles which have been cited by legislators, regulators, academics, the IPO Task Force, the Equity
Capital Formation Task Force and the White House Jobs Council and which are widely regarded as having served as catalysts for
reforms and new legislation, including the JOBS Act. Mr. Weild has testified before Congress and the SEC, most recently at
the SEC Advisory Committee on Small and Emerging Companies. Mr. Weild has also presented to the Organization of Economic
Cooperation and Development (OECD) about the role of stock market reforms in driving economic growth. Mr. Weild received
his B.A. from Wesleyan University and his M.B.A. from New York University Stern School of Business and also studied at the Sorbonne
and on exchange at the Ecoles des Hautes Etudes Commerciales (HEC Paris) and the Stockholm School of Economics.



We believe Mr. Weild is well-qualified to serve on our
Board of Directors due to his extensive experience in corporate finance, including more than 1,000 equity offerings during his
career, his deep knowledge and recognized leadership in capital formation and capital markets structure and his widespread relationships
in the financial community.



Classification of Board



Our Board of Directors is divided into
three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of
office of the first class of directors, consisting of Mr. Sparks, will expire at our first annual meeting of stockholders.
The term of office of the second class of directors, consisting of Dr. Cox and Messrs. Lamstein and Weild, will expire at
the second annual meeting. The term of office of the third class of directors, consisting of Dr. Aklog and Messrs. Glennon
and Greenspan, will expire at the third annual meeting.



Family Relationships



There are no family relationships among
any of our directors or executive officers.



Conflicts of Interest



In order to minimize potential conflicts
of interest which may arise from the corporate affiliations described below, each of Dr. Aklog, Mr. Glennon and Dr. deGuzman
has contractually agreed, pursuant to a written agreement with us, until such time as he ceases to be an officer, to present to
us for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be
required to be presented to us, subject to the existing pre-existing fiduciary obligations set forth below.



As an affiliate of Saphena Medical, Kaleidoscope
Medical and Cruzar Medsystems, Mr. Glennon may have a fiduciary responsibility to present certain business opportunities
to such entities within their specific lines of business. Saphena Medical’s line of business is endoscopic vessel harvesting,
Kaleidoscope Medical’s is inferior vena caval filters and Cruzar Medsystems’ is peripheral vascular intervention for
chronic total occlusions. Accordingly, it is possible Mr. Glennon may present opportunities to such entities prior to presenting
them to us.



As an affiliate of Kaleidoscope Medical,
Dr. deGuzman may have a fiduciary responsibility to present certain business opportunities to this entity within its line
of business, namely inferior vena caval filters. Accordingly, it is possible he may present opportunities to Kaleidoscope Medical
prior to presenting them to us.



Although Drs. Aklog, deGuzman and Mr. Glennon
are affiliates of PHG and PMI, there is no potential conflict with them presenting corporate opportunities to these entities over
us. PHG is a holding company which holds their stakes in existing entities but does not invest in new companies. Its operating
agreement explicitly states that they do not have an obligation to present corporate opportunities to PHG. Similarly, PMI is currently
an intellectual property holding company without any ongoing business. Accordingly, they have no fiduciary or contractual obligations
to present corporate opportunities or assign intellectual property to either entity.



5


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Audit Committee



Effective January 29, 2016, we established
an audit committee of the Board of Directors, which consists of Messrs. Weild, Lamstein and Sparks, each of whom is an independent
director under Nasdaq’s listing standards. The audit committee’s duties, which are specified in our Audit Committee
Charter, include, but are not limited to:



| | • | reviewing
                                         and discussing with management and the independent auditor the annual audited financial
                                         statements, and recommending to the board whether the audited financial statements should
                                         be included in our Form 10-K;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | discussing
                                         with management and the independent auditor significant financial reporting issues and
                                         judgments made in connection with the preparation of our financial statements;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | discussing
                                         with management major risk assessment and risk management policies;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | • | monitoring
                                         the independence of the independent auditor;
| | - | ------------------------------------------------------------------------------------------------



| | • | verifying
                                         the rotation of the lead (or coordinating) audit partner having primary responsibility
                                         for the audit and the audit partner responsible for reviewing the audit as required by
                                         law;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing
                                         and approving all related-party transactions;
| | - | ------------------------------------------------------------------------------------------------



| | • | inquiring
                                         and discussing with management our compliance with applicable laws and regulations;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | • | pre-approving
                                         all audit services and permitted non-audit services to be performed by our independent
                                         auditor, including the fees and terms of the services to be performed;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | appointing
                                         or replacing the independent auditor;
| | - | -----------------------------------------------------------------------------------------



| | • | determining
                                         the compensation and oversight of the work of the independent auditor (including resolution
                                         of disagreements between management and the independent auditor regarding financial reporting)
                                         for the purpose of preparing or issuing an audit report or related work; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | establishing
                                         procedures for the receipt, retention and treatment of complaints received by us regarding
                                         accounting, internal accounting controls or reports which raise material issues regarding
                                         our financial statements or accounting policies.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Financial Experts on Audit Committee



The audit committee will at all times
be composed exclusively of “independent directors” who are “financially literate” as defined under
Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand
fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement.



In addition, we must certify to Nasdaq
that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting,
requisite professional certification in accounting, or other comparable experience or background that results in the individual’s
financial sophistication. The Board of Directors has determined that Messrs. Weild, Lamstein and Sparks qualify as an “audit
committee financial expert,” as defined under rules and regulations of the SEC.



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Nominating Committee



Effective January 29, 2016, we established
a nominating committee of the Board of Directors, which consists of Dr. Cox and Messrs. Lamstein and Sparks, each of whom
is an independent director under Nasdaq’s listing standards. The nominating committee is responsible for overseeing the
selection of persons to be nominated to serve on our Board of Directors. The nominating committee considers persons identified
by its members, management, stockholders, investment bankers and others.



Guidelines for Selecting Director Nominees



The guidelines for selecting nominees,
which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:



| | • | should
                                         have demonstrated notable or significant achievements in business, education or public
                                         service;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | should
                                         possess the requisite intelligence, education and experience to make a significant contribution
                                         to the Board of Directors and bring a range of skills, diverse perspectives and backgrounds
                                         to its deliberations; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | should
                                         have the highest ethical standards, a strong sense of professionalism and intense dedication
                                         to serving the interests of the stockholders.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Nominating Committee will consider
a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating
a person’s candidacy for membership on the Board of Directors. The nominating committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the
overall experience and makeup of its members to obtain a broad and diverse mix of board members. Though the Nominating Committee
does not have specific guidelines on diversity, it is one of many criteria considered by the Nominating Committee when evaluating
candidates. The nominating committee does not distinguish among nominees recommended by stockholders and other persons.



There have be no materials changes to
the procedures by which security holders may recommend nominees to our board of directors.



Compensation Committee



Effective January 29, 2016, we established
a compensation committee of the Board of Directors, which consists of Dr. Cox and Messrs. Lamstein and Weild, each of whom is
an independent director under Nasdaq’s listing standards. The compensation committee’s duties, which are specified
in our Compensation Committee Charter, include, but are not limited to:



| | • | reviewing
                                         and approving on an annual basis the corporate goals and objectives relevant to our Chief
                                         Executive Officer’s compensation, evaluating our Chief Executive Officer’s
                                         performance in light of such goals and objectives and determining and approving the remuneration
                                         (if any) of our Chief Executive Officer’s based on such evaluation;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing
                                         and approving the compensation of all of our other executive officers (including through
                                         our management services agreements described below);
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing
                                         our executive compensation policies and plans;
| | - | -------------------------------------------------------------------------------------------------



| | • | implementing
                                         and administering our incentive compensation equity-based remuneration plans;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | assisting
                                         management in complying with our proxy statement and annual report disclosure requirements;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------



| | • | approving
                                         all special perquisites, special cash payments and other special compensation and benefit
                                         arrangements for our executive officers and employees;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | if
                                         required, producing a report on executive compensation to be included in our annual proxy
                                         statement; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing,
                                         evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



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Code of Ethics



In April 2015, we adopted a code of ethics
that applies to all of our respective executive officers, directors and employees. The code of ethics codifies the business and
ethical principles that govern all aspects of our business. This code of ethics is posted on our corporate website at www.pavmed.com.
In addition, we intend to post on our website disclosures that are required by law concerning any amendments to, or waivers from,
any provision of our code of ethics.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Exchange Act requires
our directors and certain officers and holders of more than 10% of our common stock to file with the SEC initial reports of ownership
of our common stock and other equity securities on Form 3 and reports of changes in such ownership on a Form 4 or Form 5. These
Section 16 reporting persons are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To
our knowledge, during the fiscal year ended December 31, 2016, all reports required to be filed pursuant to Section 16(a) were
filed on a timely basis, except that Lishan Aklog filed four late Forms 4: a Form 4 filed on September 1, 2016 included two transactions
that were not timely reported (purchase of 400 shares of common stock on August 26, 2016 and 200 warrants on August 25, 2016);
a Form 4 filed on September 16, 2016 included four transactions that were not timely reported (purchases of 500 shares of common
stock and 300 warrants on September 1, 2016 and 800 shares of common stock and 800 warrants on September 13, 2016); a Form 4 filed
on September 19, 2016 included one transaction that was not timely reported (a purchase of 100 warrants on August 23, 2016); and
a Form 4 filed on December 2, 2016 included two transactions that were not timely reported (purchases of 1,000 shares of common
stock on November 23, 2016 and 1,777 shares of common stock on November 29, 2016).



Board Meetings



Members of our Board discussed various
business matters informally on numerous occasions throughout 2016 and held five meetings. Each director attended at least 88%
of the total number of meetings of the Board and committee meetings of which such director was a member during 2016.



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Item 11. Executive Compensation



This section describes the material elements
of compensation awarded to, earned by or paid to each of our named executive officers. Our named executive officers for 2016 were
Lishan Aklog, M.D. who serves as our Chairman and Chief Executive Officer, Michael J. Glennon who serves as our Vice Chairman,
Richard F. Fitzgerald who serves as our Chief Financial Officer, and Brian J. deGuzman, M.D. who serves as our Chief Medical Officer.
This section also provides qualitative information regarding the manner and context in which compensation is awarded to and earned
by our executive officers and is intended to place in perspective the data presented in the tables and narrative that follow.



Summary Compensation Table



The following table sets forth the information
regarding compensation awarded to, earned by or paid to our named executive officers during 2016, and 2015.



|Name
    and principal position        |  | Year |  | Salary |         |      | Equityawards(1) |   |         | Bonus |  |   | All othercompensation |        |  | Total |        
|-------------------------------------- |  | ---- |  | ------ | ------- | ---- | --------------- | - | ------- | ----- |  | - | --------------------- | ------ |  | ----- | -------
|Lishan Aklog, M.D.                     |  | 2016 |  | $      | 295,000 | (4)  |                 | $ | 367,779 | (6)   |  | $ | 124,583               | (2)(8) |  | $     | 240,000
|Chairman &
    Chief Executive Officer |  | 2015 |  | $      | 49,167  |      |                 | $ | —       |       |  | $ | —                     |        |  | $     | 2,924  
|Richard F. Fitzgerald                  |  | 2016 |  | $      | 275,000 | (5)  |                 | $ | 164,938 | (6)   |  | $ | —                     | (8)    |  | $     | 22,000 
|Former Chief Financial
    Officer     |  | 2015 |  | $      | 51,562  | (5)  |                 | $ | —       |       |  | $ | —                     |        |  | $     | 7,860  
|Michael J. Glennon                     |  | 2016 |  | $      | —       |      |                 | $ | 367,779 | (6)   |  | $ | —                     |        |  | $     | —      
|Vice Chairman                          |  | 2015 |  | $      | —       |      |                 | $ | —       |       |  | $ | —                     |        |  | $     | —      
|Brian J. deGuzman                      |  | 2016 |  | $      | 192,500 | (11) |                 | $ | 367,779 | (6)   |  | $ | —                     | (8)    |  | $     | —      
|Chief Medical Officer                  |  | 2015 |  | $      | —       |      |                 | $ | —       |       |  | $ | —                     |        |  | $     | —      










| | (1) | The amounts reported in the “Equity awards” column reflect
                                         the aggregate fair value of share-based compensation awarded during the year computed
                                         in accordance with the provisions of Financial Accounting Standards Board Accounting
                                         Standard Codification Topic 718. During 2015, we did not issue any options to our executive
                                         officers. However, during 2016, we issued options to our executive officers upon consummation
                                         of our initial public offering, on April 28, 2016. The assumptions made in valuing the
                                         option awards reported in this column are discussed in the Company's audited financial
                                         statements (Note 2, Summary of Significant Accounting Policies Stock Based Compensation,
                                         and Note 11, Stock Based Compensation) included in the Company's 2016 Annual Report on
                                         Form 10K for the year ended December 31, 2016, as filed with the SEC.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Pursuant to Dr. Aklog’s Employment Agreement, Dr. Aklog was
                                         to be paid a guaranteed bonus equal to 50% of his base compensation beginning on January
                                         1, 2016. The Company and Dr. Aklog agreed the $124,583 bonus due on January 1, 2016 for
                                         services rendered in 2015 would only be payable only upon consummation of our initial
                                         public offering. Our initial public offering closed on April 28, 2016 and the $124,583
                                         bonus was paid on May 10, 2016. Effective December 31, 2016, Dr. Aklog permanently waived
                                         his right to receive $147,500 in bonus compensation under his Employment Agreement for
                                         services rendered in 2016.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Pursuant to Dr. Aklog’s Employment Agreement, Dr. Aklog was
                                         to be paid an annualized base salary of  $240,000 but the salary was only payable
                                         upon the completion of our initial public offering. Compensation payable to Dr. Aklog
                                         upon consummation of our initial public offering was $240,000 with $200,000 applicable
                                         to 2015 and $40,000 applicable to 2014. This contingent compensation was paid on May
                                         10, 2016 following the completion of the Company’s IPO on April 28, 2016.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Pursuant to Dr. Aklog’s Employment Agreement, as amended,
                                         Dr. Aklog’s annualized base salary was increased from $240,000 to $295,000, effective
                                         as of November 1, 2015, and we commenced paying such salary as of that date.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Mr. Fitzgerald joined the Company on October 26, 2015. Pursuant
                                         to his Employment Agreement, Mr. Fitzgerald’s annualized base salary for 2016 and
                                         2015 was $275,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | (6) | We issued Dr. Aklog an option to purchase 278,726 shares of common
                                         stock upon consummation of our initial public offering on April 28, 2016. We also issued
                                         to each of Mr. Glennon, Dr. deGuzman and Mr. Fitzgerald options to purchase
                                         278,726 shares, 278,726 shares and 125,000 shares of common stock on April 28, 2016.
                                         These options were issued with an exercise price of $5.00 per share. The amounts
                                         represent the full grant date fair value of the option grant, calculated in accordance
                                         with Financial Accounting Standards Board Accounting Standards Codification Topic 718
                                         (FASB ASC Topic 718). These amounts do not necessarily correspond to the actual value
                                         that may be realized by the named executive officer. The assumptions made in valuing
                                         the option awards reported in this column are discussed in the Company's audited financial
                                         statements (Note 2, Summary of Significant Accounting Policies Stock Based Compensation,
                                         and Note 11, Stock Based Compensation) included in the Company's 2016 Annual Report
                                         on Form 10K for the year ended December 31, 2016, as filed with the SEC. No options were
                                         granted or outstanding during 2015.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | We were obligated under the employment agreement with Mr. Fitzgerald
                                         to provide a temporary living allowance of $2,200 per month through October 31, 2016.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Our executive officers are eligible for incentive compensation under
                                         employment agreements. Specifically, Dr. Aklog has a guaranteed bonus of 50% of his base
                                         salary beginning on January 1, 2016, Mr. Fitzgerald is eligible to receive a bonus incentive
                                         of up to 35% of his base salary beginning on January 1, 2017 and Dr. deGuzman is eligible
                                         to receive a bonus incentive of up to 40% of his base salary beginning on July 1, 2016.
                                         No incentive compensation was earned or awarded during 2016 and 2015 by Dr. deGuzman
                                         or Mr. Fitzgerald and Dr. Aklog permanently waived his rights to receive $147,500 of
                                         guaranteed bonus compensation under his employment agreement for the year ended December
                                         31, 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | We funded $2,924 of health insurance premiums for Dr. Aklog.
| | --- | ------------------------------------------------------------



| | (10) | Mr. Fitzgerald received a temporary living allowance of $2,200
                                         per month during November and December 2015 and we also funded $3,460 of health insurance
                                         premiums for him.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Pursuant to Dr. deGuzman’s Employment Agreement, his annualized
                                         base salary is $285,000, effective as of July 1, 2016, and we commenced paying such salary
                                         as of that date. Under his Employment Agreement, Dr. deGuzman was also entitled to an
                                         initial bonus of $50,000, for services prior to the effective date of his Employment
                                         Agreement.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | On October 12, 2016, the Company and Mr. Glennon entered into a
                                         Consulting Agreement entitling Mr. Glennon to receive an initial payment of $37,500 and
                                         monthly consulting fees of $12,500. No payments were made under the Consulting Agreement
                                         during 2016 and effective December 31, 2016, Mr. Glennon permanently waived his right
                                         to receive $75,000 of compensation due under the agreement for services rendered in 2016.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Although we do not have a formal policy
with respect to the grant of equity incentive awards to our named executive officers, or any formal equity ownership guidelines
applicable to them, we believe that equity grants provide our executives with a strong link to our long-term performance, create
an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that our
executives to remain in our employment during the vesting period. Accordingly, our board of directors periodically reviews the
equity incentive compensation of our named executive officers and, from time to time, may grant equity incentive awards to them
in the form of stock options or other equity awards.



Outstanding Equity Awards at Fiscal Year-End



The following table presents information
regarding the outstanding stock options held by our named executive officers at December 31, 2016.



|                      |  | Option
    Awards                                          |       
|--------------------- |  | ---------------------------------------------------------- | ------
|Name                  |  | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable |       
|Lishan Aklog, M.D.    |  |                                                            | 61,939
|Michael Glennon       |  |                                                            | 61,939
|Brian deGuzman, M.D.  |  |                                                            | 61,939
|Richard F. Fitzgerald |  |                                                            | 27,778



401(k) Retirement Plan



We maintain a 401(k) retirement plan that
is intended to be a tax-qualified defined contribution plan under Section 401(k) of the Internal Revenue Code. In general, all
of our employees are eligible to participate, beginning on the first day of the month following commencement of their employment.
The 401(k) plan includes a salary deferral arrangement pursuant to which participants may elect to reduce their current compensation
by up to the statutorily prescribed limit, equal to $18,000 in 2016, and have the amount of the reduction contributed to the 401(k)
plan. Participants who are at least 50 years old also can make “catchup” contributions, which in 2016 may be up to
an additional $6,000 above the statutory limit. The Company has the option to make discretionary matching contributions. During
the year ended December 31, 2016, the Company did not elect to make any discretionary matching contributions to the plan.



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Employment and Executive Consulting Agreements



Lishan Aklog



Effective November 1, 2014, we entered
into an employment agreement with Dr Aklog pursuant to which he serves as our Chief Executive Officer ("CEO") (the “CEO
Employment Agreement”), for a five-year term with an initial base salary of $240,000 per year, from November 1, 2014 to
October 31, 2015. The base salary of $240,000 from November 1, 2014 to October 31, 2015, along with a $124,583 bonus payment,
was payable to Dr. Aklog only upon and subject to the consummation of the Company's initial public offering. In May 2016, as a
result of the closing of our initial public offering on April 28, 2016, the $364,583 of salary and bonus was paid to Dr. Aklog.
Effective November 1, 2015, the base salary was increased to $295,000 per year. The CEO Employment Agreement provides for a guaranteed
bonus equal to 50% of base salary, beginning on January 1 of each year effective January 1, 2016. Additionally, the CEO will also
be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the Board of Directors.
Effective as of December 31, 2016, Dr. Aklog agreed to waive his right to the guaranteed bonus for the year ended December 31,
2016.



Upon termination of employment, unless
terminated by us without “cause” or by Dr. Aklog with “good reason” (as such terms are defined in the
employment agreement), Dr. Aklog will be entitled only to his base salary through the date of termination, valid expense reimbursements
and unused vacation pay. If terminated by us without “cause” or by Dr. Aklog with “good reason,” he is
entitled to be paid his base salary through the end of the term at the rate of 150%, valid expense reimbursements and accrued
but unused vacation pay.



Dr. Aklog’s employment agreement
contains provisions for the protection of our intellectual property and contains non-compete restrictions in the event of his
termination other than by us without “cause” or by Dr. Aklog with “good reason” (generally imposing restrictions
on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company
and (iii) soliciting or accepting business from our customers for a period of six months following termination). Pursuant to the
agreement, Dr. Aklog may serve as a consultant to, or on boards of directors of, or in any other capacity to other companies provided
they will not interfere with the performance of his duties to us.



Dennis M. McGrath



On March 20, 2017, we entered into an
employment agreement with Mr. McGrath, which provides for him to serve as our Executive Vice President and Chief Financial Officer.
The employment agreement is for a two-year term. Mr. McGrath will receive a base salary of $285,000 per year and will be
eligible to earn annual performance bonuses with a target of 50% of his then current base salary, based upon his performance and
our performance over the preceding year, as determined by our compensation committee. We also will reimburse him for up to $2,250
per month to cover temporary housing and travel expenses for up to 12 months. In addition, we granted Mr. McGrath an option to
purchase up to 250,000 shares of common stock, at an exercise price of $5.95 per share. The option vests in 12 equal quarterly
installments on the last day of each fiscal quarter, commencing on June 30, 2017.



If his employment is terminated by us
without “cause” or by him with “good reason” (as such terms are defined in the employment agreement),
Mr. McGrath is entitled to receive his base salary through the date of termination and for a period of six months thereafter (or
until the end of the term, if earlier), a pro rata portion of any annual bonus to which he would have been entitled, all valid
expense reimbursements, health insurance coverage for six months if he elects continued coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended, and all accrued but unused vacation pay. If his employment is terminated
due to his death or disability, he will be entitled to the same amounts, except he will only be entitled to his base salary through
the date of termination and he will not be entitled to continued health insurance coverage. If his employment is terminated by
us with “cause” or by him without “good reason,” Mr. McGrath will be entitled only to his base salary
through the date of termination, valid expense reimbursements and certain accrued but unused vacation pay.



Mr. McGrath’s employment agreement
contains provisions protecting our intellectual property and contains provisions restricting his ability to compete with us during
his employment and for a period of two years thereafter. The non-compete provisions generally impose restrictions on (i) employment
or consultation with competing companies or customers, (ii) recruiting or hiring employees for a competing company and (iii) soliciting
or accepting business from our customers for a period of six months following termination, except the restrictions in clause (i)
will not apply if he is terminated without “cause” or resigns for “good reason.”



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Table of Contents




Richard F. Fitzgerald



Effective as of October 8, 2015, we entered
into an employment agreement with Richard F. Fitzgerald, our former Chief Financial Officer. The employment agreement was for
a two-year term. Pursuant to the agreement, Mr. Fitzgerald received a base salary of $275,000 per year and was eligible
to earn annual performance bonuses meeting certain objectives as determined by the Board of Directors. Under the terms of his
employment agreement, Mr. Fitzgerald was granted an option to purchase 125,000 shares of our common stock with an exercise price
equal to $5.00 per share on April 28, 2016, upon closing of our IPO. We also agreed to reimburse him for up to $2,200 per month
to cover temporary housing and travel expenses for up to 12 months and to reimburse him for certain additional relocation expenses
to be mutually agreed upon between us and him. Our obligation to provide Mr. Fitzgerald payments for temporary housing and travel
allowance under the terms of his employment agreement ceased on October 31, 2016.



On March 20, 2017, Mr. Fitzgerald resigned
as our Chief Financial Officer and we entered into a separation agreement with him. Pursuant to the separation agreement, Mr.
Fitzgerald will execute a general release and waiver in our favor. In consideration of and contingent upon the release, (i) we
will enter into a consulting agreement with Mr. Fitzgerald, providing for his engagement as an advisor for a term of three months
at a fee of $10,000 per month, (ii) we will enter into an amendment to the stock option agreement for the above-referenced option,
providing the stock option will continue to vest for three months from such resignation and will be exercisable as to the vested
portion for three years from such resignation, and (iii) we will provide continued health insurance coverage for Mr. Fitzgerald,
at our expense, until June 30, 2017. The separation agreement includes provisions protecting our confidential information and
restricting Mr. Fitzgerald’s ability, for a period of two years after his resignation, to hire any of our employees or solicit
or interfere with our customers or other parties with whom we have a contractual relationship.



Brian deGuzman



Effective July 1, 2016, the Company entered
into a five-year employment agreement with Dr. Brian deGuzman, pursuant to which he serves as our Chief Medical Officer. The employment
agreement provides for Dr. deGuzman to receive a base salary of $285,000 per year, plus an initial payment of $50,000. Dr. deGuzman
will be eligible to earn discretionary annual performance bonuses upon meeting certain objectives as determined by the board of
directors.



Upon termination of employment, unless
terminated by us without “cause” or by Dr. deGuzman with “good reason” (as such terms are defined in the
employment agreement), Dr. deGuzman will be entitled only to his base salary through the date of termination, valid expense reimbursements
and unused vacation pay. If terminated by us without “cause” or by Dr. Aklog with “good reason,” he is
entitled to be paid his base salary through the end of the term at the rate of 100%, valid expense reimbursements and accrued
but unused vacation pay.



Dr. deGuzman’s employment agreement
contains provisions for the protection of our intellectual property and contains non-compete restrictions in the event of his
termination other than by us without “cause” or by Dr. deGuzman with “good reason” (generally imposing
restrictions on (i) employment or consultation with competing companies or customers, (ii) recruiting or hiring employees for
a competing company and (iii) soliciting or accepting business from our customers for a period of six months following termination).
Pursuant to the agreement, Dr. deGuzman may serve as a consultant to, or on boards of directors of, or in any other capacity to
other companies provided that they will not interfere with the performance of his duties to us.



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Table of Contents




Potential payments upon termination



As indicated above, each of Dr. Aklog,
Dr. deGuzman and Mr. McGrath is entitled to severance payments if his employment is terminated under specified circumstances.
If we terminate either of their employment without cause, or if such executive officer terminates his employment with us for good
reason, each as defined in his employment agreement, such executive officer is entitled to severance compensation as follows:
Dr. Aklog will receive 150% of his base salary at the time of termination from the initial date of his termination through the
full term of his agreement (December 31, 2019); Dr. deGuzman will receive 100% of his base salary at the time of termination from
the initial date of his termination through the full term of his agreement (June 30, 2021) and Mr. McGrath will receive 100% of
his base salary at the time of termination from the initial date of his termination through six months thereafter.



To the extent any severance or other compensation
payment to any of our executive officers pursuant to an employment agreement or any other agreement constitutes an “excess
parachute payment” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the “Code”),
then such executive officer will receive the full amount of such severance and other payments, or a reduced amount intended to
avoid the application of Sections 280G and 4999, whichever provides the executive with the highest amount on an after-tax basis.



Michael Glennon Consulting Agreement



Effective October 1, 2016, the Company
and Michael Glennon, Vice Chairman and member of the Company's Board of Directors, entered into a consulting agreement (the “Glennon
Consulting Agreement”), under which Mr. Glennon will provide the Company with services and advice relating to the successful
development and commercialization of medical device products, including interfacing with outsourced contract manufacturers, assisting
with development of the supply chain, and establishing commercialization channels with independent distributors and strategic
corporate partners, and will provide such other services as requested by the Company’s Chairman and Chief Executive Officer.
As compensation for his services, Mr. Glennon was to have received a monthly retainer of $12,500 and an initial payment of $37,500
upon execution of the Consulting Agreement. As of December 31, 2016, Mr. Glennon waived his right to compensation under the consulting
agreement for the year ended December 31, 2016. The Glennon Consulting Agreement may be terminated by either party upon 30 days’
prior written notice, except either party may terminate the Glennon Consulting Agreement immediately for cause (which includes
an uncured material breach of the agreement). The Glennon Consulting Agreement also will terminate immediately if the parties
agree to the employment of Mr. Glennon on a full-time basis. The Glennon Consulting Agreement contains covenants for the protection
of the Company’s confidential information and a mutual indemnity provision for claims arising out of the services.



Management Services and Consulting Agreements



We entered into a management services
agreement with HCP/Advisors LLC, an affiliate of Ira Greenspan, one of our directors, effective as of October 27, 2015. Pursuant
to the agreement with HCP/Advisors LLC, such entity has agreed to provide us with certain management services, including without
limitation services to support our executive officers in identifying potential corporate opportunities, general business development,
corporate development, corporate governance, marketing strategy, including preparing and/or reviewing company presentations, strategic
development and planning, coordination with service providers and other advisory services as may be mutually agreed upon. We have
agreed to pay HCP/Advisors LLC an initial monthly fee of $35,000 commencing as of November 1, 2015 and thereafter
a monthly fee of $25,000. The agreement is for a term of three years; provided that either party may terminate the agreement
prior to the expiration of the term if the other party materially breaches the terms of the agreement and such breach has not
been cured within 30 days of notice of the same. Additionally, we have the right to terminate the agreement if HCP/Advisors LLC
commits any fraud or dishonest action in its relations with us or any of our subsidiaries or affiliates. We also have the right
to terminate the agreement for any reason prior to the expiration of the term upon not less than 90 days advance written notice.
If HCP/Advisors LLC terminates the agreement because of our material breach which is not thereafter cured or we terminate the
agreement for any reason other than HCP’s material breach, we will be required to pay HCP/Advisors LLC all amounts due under
the agreement for the remainder of the term within 30 days of termination. In all other cases, we will just be obligated to pay
HCP/Advisors LLC the amounts owed through the date of termination.



See Item 13 within this Form 10-K/A filing
for additional consulting agreement disclosures.



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Director Compensation



Directors who are also executive officers
receive no additional compensation for serving as Directors. Each of our non-executive Directors receives annual director fees
of $40,000 and each non-employee director receives the following additional annual retainer fees for Board committee service:



|                       |  | Chair |        |  | OtherMember |  
|---------------------- |  | ----- | ------ |  | ----------- | -
|Audit Committee        |  | $     | 20,000 |  |             | $
|Compensation Committee |  | $     | 15,000 |  |             | $
|Nominating Committee   |  | $     | 10,000 |  |             | $



Additionally, upon their election or re-election,
as the case may be, we will grant our non-executive Directors an option having a fair market value of $100,000. The initial
option grant to each non-executive director pursuant to this provision was made upon the closing of our initial public offering
on April 28, 2016 and represents the right to purchase an aggregate of 97,554 shares exercisable at $5.00 per share. The options
vest 3/36 on the third month after the grant date and 1/36 on each successive month thereafter for the following 33 months. We
also reimburse Directors for costs incurred in attending board and committee meetings.



The following table sets forth compensation
earned by each non-employee director who are not named executive officers and served during the year ended December 31, 2016.



|Name                |  | Fees
    Earned(1) |        |  | Option
    Awards(2) |  |         | All
                                         Other Compensation |  |   | Totals  |    
|------------------- |  | ------------------ | ------ |  | -------------------- |  | ------- | --------------------------------------------------------------- |  | - | ------- | ---
|Ira Scott Greenspan |  | $                  | 26,667 |  |                      |  | 128,723 |                                                                 |  | $ | 415,000 | (3)
|Joshua R. Lamstein  |  |                    | 46,667 |  |                      |  | 128,723 |                                                                 |  |   | —       |    
|Ronald M. Sparks    |  |                    | 40,000 |  |                      |  | 128,723 |                                                                 |  |   | —       |    
|James L. Cox, M.D.  |  |                    | 35,000 |  |                      |  | 128,723 |                                                                 |  |   | —       |    
|David Weild IV      |  |                    | 45,000 |  |                      |  | 128,723 |                                                                 |  |   | —       |    










| | (1) | Represents annual director fees payable following the Company’s
                                         April 28, 2016 IPO. Fees earned during the quarter ended June 30, 2016 were prorated
                                         from April 28, 2016 through June 30, 2016 and fees earned by each non-executive director
                                         during the period July 1, 2016 through December 31, 2016 represent one half of the respective
                                         annual board and committee retainers for each director.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents the full grant date fair value of the option grant, calculated
                                         in accordance with Financial Accounting Standards Board Accounting Standards Codification
                                         Topic 718 (FASB ASC Topic 718). These amounts do not necessarily correspond to the actual
                                         value that may be realized by the board member. The assumptions made in valuing the option
                                         awards reported in this column are discussed in the Company's audited financial statements
                                         (Note 2, Summary of Significant Accounting Policies Stock Based Compensation,
                                         and Note 11, Stock Based Compensation) included in the Company's 2016 Annual Report
                                         on Form 10K for the year ended December 31, 2016, as filed with the SEC.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | We have a three-year management services agreement with HCP/Advisors
                                         LLC, which is an affiliate of Mr. Greenspan. The management services agreement was effective
                                         as of November 1, 2015 and provides for an initial monthly fee of  $35,000 and
                                         thereafter a monthly fee of  $25,000. This amount represents twelve months of
                                         fees ($300,000) paid under the management services agreement during 2016. Additionally,
                                         we incurred $100,000 in fees and expenses to HCFP/Strategy Advisors LLC for consulting
                                         services and $15,000 to Swartwood Hesse, Inc. for consulting services in 2016. Both HCFP/Strategy
                                         Advisors LLC and Swartwood Hesse, Inc. are affiliates of Mr. Greenspan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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The following table presents information
regarding the outstanding stock options held by our non-executive directors at December 31, 2016.



|                    |  | Option Awards                                              | 
|------------------- |  | ---------------------------------------------------------- | 
|Name                |  | Number ofSecuritiesUnderlyingUnexercisedOptionsExercisable | 
|Ira Scott Greenspan |  |                                                            | 
|Joshua R. Lamstein  |  |                                                            | 
|Ronald M. Sparks    |  |                                                            | 
|James L. Cox, M.D.  |  |                                                            | 
|David Weild IV      |  |                                                            | 



16


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Item 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters



The following table sets forth information
regarding the beneficial ownership of our shares of common stock as of March 31, 2017, by:



| | • | each person
                                         known by us to be the beneficial owner of more than 5% of our outstanding shares;
| | - | --------------------------------------------------------------------------------------------------------------------------------------



| | • | each of our
                                         officers and directors; and
| | - | --------------------------------------------------------------------------------



| | • | all our officers
                                         and directors as a group.
| | - | -----------------------------------------------------------------------------------



Unless otherwise indicated, we believe
all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them.



|Name
    and Address of Beneficial Owner(1)                        |  | Amount
    andNature ofBeneficialOwnership |            |        | Percent
    of Class | 
|------------------------------------------------------------------ |  | ------------------------------------------ | ---------- | ------ | -------------------- | 
|Lishan Aklog, M.D.                                                 |  |                                            | 17,106,839 | (2)(3) |                      | 
|Ira Scott Greenspan                                                |  |                                            | 12,311,666 | (3)(4) |                      | 
|Joshua R. Lamstein                                                 |  |                                            | 202,764    | (5)    |                      | 
|Richard Fitzgerald                                                 |  |                                            | 45,738     | (6)    |                      | 
|Michael J. Glennon                                                 |  |                                            | 100,650    | (7)    |                      | 
|Brian J. deGuzman, M.D.                                            |  |                                            | 100,650    | (7)    |                      | 
|Ronald M. Sparks                                                   |  |                                            | 35,228     | (8)    |                      | 
|James L. Cox, M.D.                                                 |  |                                            | 35,228     | (8)    |                      | 
|David Weild IV                                                     |  |                                            | 35,228     | (8)    |                      | 
|HCFP/Capital Partners III LLC                                      |  |                                            | 11,427,758 | (9)    |                      | 
|Pavilion Venture Partners LLC                                      |  |                                            | 4,741,064  | (10)   |                      | 
|All directors and executive officers as a group (nine individuals) |  |                                            | 17,782,193 |        |                      | 










| | * | Less than one percent.
| | - | ----------------------



| | (1) | Unless otherwise indicated, the business address of each of the
                                         individuals is One Grand Central Place, Suite 4600, New York, New York 10165.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes 2,520,532 shares and 2,220,532 warrants held by Pavilion
                                         Venture Partners, of which Dr. Aklog is a member and sole manager. Accordingly,
                                         he is deemed to have voting and dispositive power over the shares held by this entity.
                                         Dr. Aklog disclaims beneficial ownership of shares held by this entity, except to the
                                         extent of his proportionate pecuniary interest therein. Additionally, includes 28,377
                                         shares and 44,950 warrants held directly by Dr. Aklog, 232,020 shares and 532,020 warrants
                                         held by entities for which Dr. Aklog and Mr. Greenspan share joint voting and dispositive
                                         power over the shares held by these entities and 100,650 shares of common stock issuable
                                         upon the exercise of stock options granted to Dr. Aklog that may be exercised within
                                         60 days of March 31, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes 5,713,879 shares and 5,713,879 warrants held by HCFP/Capital
                                         Partners III, of which Dr. Aklog and Mr. Greenspan are members and co-managers,
                                         and share joint voting and dispositive power over the shares
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17


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held by this entity. Dr. Aklog and Mr. Greenspan
disclaim beneficial ownership of shares held by this entity, except to the extent of their proportionate pecuniary interest therein.



| | (4) | Includes 20,904 shares and 6,968 warrants held by Mr. Greenspan’s
                                         son, 28,465 shares and 28,303 warrants held directly by Mr. Greenspan and 35,228 shares
                                         of common stock issuable upon the exercise of stock options granted to Mr. Greenspan
                                         that may be exercised within 60 days of March 31, 2017. Additionally, includes 232,020
                                         shares and 532,020 warrants held by entities for which Dr. Aklog and Mr. Greenspan share
                                         joint voting and dispositive power over the shares held by these entities.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Does not include shares held by HCFP/Capital Partners III, of which
                                         Mr. Lamstein is a member. Includes 200 shares and 100 warrants held by Mr. Lamstein’s
                                         children, 83,618 shares and 83,618 warrants held directly by Mr. Lamstein and 35,228
                                         shares of common stock issuable upon the exercise of stock options granted to Mr. Lamstein
                                         that may be exercised within 60 days of March 31, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Includes 200 shares and 200 warrants owned directly by Mr. Fitzgerald,
                                         100 shares and 100 warrants held by Mr. Fitzgerald’s son, and 45,138 shares of
                                         common stock issuable upon the exercise of stock options granted to Mr. Fitzgerald that
                                         may be exercised within 60 days of March 31, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Does not include shares held by Pavilion Venture Partners or HCFP/Capital
                                         Partners III, of which Mr.  Glennon and Dr. deGuzman or their affiliates are
                                         members. Includes 100,650 shares of common stock issuable upon the exercise of stock
                                         options granted to each Dr. deGuzman and Mr. Glennon that may be exercised within 60
                                         days of March 31, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Includes 35,228 shares of common stock issuable upon the exercise
                                         of stock options granted to each of Mr. Sparks, Dr. Cox, and Mr. Weild that may be exercised
                                         within 60 days of March 31, 2017.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Includes 5,713,8792 shares and 5,713,8792 warrants.
| | --- | ---------------------------------------------------



| | (10) | Includes 2,220,532 shares and 2,220,532 warrants.
| | ---- | -------------------------------------------------



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Equity Compensation Plans



As of December 31, 2016, we had the
following compensation plans (including individual compensation arrangements) under which equity securities were authorized for
issuance:



|Plan category                                                     |  | Number
    ofsecuritiesto be issueduponexercise ofoutstandingoptions,warrants andrights |           |  | Weighted-averageexercise priceofoutstanding
 options,warrants
    andrights |   |      | Number
    ofsecuritiesremainingavailable forfutureissuanceunderequity
 compensationplans(excludingsecuritiesreflectedin column (a)) | 
|----------------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | --------- |  | --------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------ | 
|                                                                  |  | (a)                                                                                     |           |  | (b)                                                                         |   |      | (c)                                                                                                                                  | 
|Equity compensation plans approved by security holders            |  |                                                                                         | 1,382,459 |  |                                                                             | $ | 5.16 |                                                                                                                                      | 
|Equity
    compensation plans not approved by security holders(2) |  |                                                                                         | 250,854   |  |                                                                             | $ | 5.00 |                                                                                                                                      | 
|Total                                                             |  |                                                                                         | 1,633,313 |  |                                                                             | $ | 5.14 |                                                                                                                                      | 










| | (1) | Represents shares of common stock available for issuance under
                                         our 2014 Long-Term Incentive Equity Plan.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents 83,618 options each issued to Drs. Aklog and deGuzman
                                         and Mr. Glennon on April 28, 2016 which were in excess of the annual grant limit of 195,108
                                         shares within our 2014 Long-Term Incentive Equity Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Item 13. Certain Relationships and Related
Transactions, and Director Independence



The following is a description of transactions
since January 1, 2014 to which we have been a party, and in which any of our directors, executive officers and holders of more
than 5% of our voting securities and affiliates of our directors, executive officers and holders of more than 5% of our voting
securities, had or will have a direct or indirect material interest. We believe all of the transactions described below were made
on terms no less favorable to us than could have been obtained from unaffiliated third parties.



Compensation arrangements for our directors
and named executive officers are described elsewhere in this Form 10-K/A.



The information in this section reflects
and takes into account the forward stock split of 2.7872582-for-1 by way of a stock dividend of 1.7872582 shares for each outstanding
share effectuated in September 2015.



In June 2014 in connection with our organization,
we issued (i) 5,658,134 shares of common stock for proceeds of $2,030, and warrants to purchase an additional 6,097,127 shares
of common stock, at an exercise price of  $0.90 per share for proceeds of $218.75, for an aggregate purchase price and
total consideration of $2,248.75, to HCFP/Capital Partners III LLC, an affiliate of Drs. Aklog and deGuzman and Messrs. Glennon,
Greenspan and Lamstein, and (ii) 2,424,915 shares of common stock for proceeds of $870.00, and warrants to purchase an additional
2,613,054 shares of common stock, at an exercise price of $0.90 per share, for proceeds of $93.75, for an aggregate purchase price
and total consideration of  $963.75, to Pavilion Venture Partners LLC, an affiliate of Drs. Aklog and deGuzman and Mr.
Glennon.



In July 2014, we issued 418,089 units,
each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of 
$0.90, for $75,000 in cash, or a purchase price of  $0.18 per unit, of which 13,936 of such units were sold to Robert M.
Greenspan, who is the son of Ira Scott Greenspan, one of our directors. The table below sets forth the number of such units sold
to our directors, executive officers or holders of more than 5% of our capital stock:



|Name                          |  | Number
                                         of Shares
                                         of CommonStock includedin Units |        |  | Number
                                         of Warrants included
                                         in Units |  |        | Relationship
    to Us
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- | ------ |  | ---------------------------------------------------------------------------------------------------------------------- |  | ------ | ----------------------
|HCFP/Capital Partners III LLC |  |                                                                                                                                    | 55,745 |  |                                                                                                                        |  | 55,745 |                       
|Pavilion Venture Partners LLC |  |                                                                                                                                    | 83,618 |  |                                                                                                                        |  | 83,618 |                       
|Ira Scott Greenspan           |  |                                                                                                                                    | 27,873 |  |                                                                                                                        |  | 27,873 |                       
|Joshua R. Lamstein            |  |                                                                                                                                    | 83,617 |  |                                                                                                                        |  | 83,617 |                       



In October 2014, HCFP/Capital Partners
III and Pavilion Venture Partners contributed an aggregate of 438,993 and 188,140 warrants, respectively, to the capital of PAVmed
for no consideration.



In November 2014, we issued 2,355,233
units, each consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price
of  $0.90, for $845,000 in cash, or a purchase price of  $0.36 per unit, of which 139,363 units were sold to Matthew
J. Glennon, who is the brother of Michael Glennon, one of our directors.



In September 2015, warrants to purchase
1,393,629 shares were exercised by the holders generating an aggregate of  $1.25 million of proceeds to us, including warrants
to purchase 6,968 shares exercised by Robert M. Greenspan. Thereafter, we effectuated the forward stock split by way of a stock
dividend as described above resulting in there being 12,250,000 common shares outstanding.



20


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Pursuant to their terms, each outstanding
warrant not exercised prior to the closing of our initial public offering was automatically converted into a warrant with the
same terms as the warrants offered in the initial public offering.



In September 2014, we entered into an
option agreement with Pavillion Holdings Group LLC, an affiliate of Pavilion Venture Partners LLC which is an affiliate of Dr.
Aklog, pursuant to which we had the option to acquire all right, title and interest in and to a certain patent related to a medical
infusion device for an aggregate of  $10,000 at any time until September 2015. We exercised this option in September 2015
and we now own this patent along with associated patent applications.



On November 17, 2015, we entered into
a management services agreement with HCP/Advisors, LLC, effective as of October 27, 2015, as more fully described in Item 11.



Effective September 2016, the Company
entered into a consulting agreement with HCFP /Strategy Advisors LLC, an affiliate of certain directors and officers of the Company
(the "HCFP Strategic Advisory Agreement"). Under the HCFP Strategic Advisory Agreement, HCFP /Strategy Advisors has
been engaged for an initial term of five months to provide various strategic advisory services, including: to provide strategic
business planning, to identify and assist with potential sources of financing arrangements, to promote the Company to various
potential investors, and to provide strategic advisory services as reasonably requested by the Company. The HCFP Strategic Advisory
Agreement provided for an initial total fee of $110,000, with $30,000 paid upon execution of the agreement and four payments of
$20,000 per month from October 2016 to January 2017. Subsequently, on February 17, 2017 the Company and HCFP /Strategy Advisors
LLC executed an extension of the HCFP Strategic Advisory Agreement, effective as of February 15, 2017, extending the services
through May 14, 2017 and obligating the Company to fund three payments of $20,000 per month from February 2017 to April 2017.
The Company incurred expense of $100,000 in the year ended December 31, 2016 under the HCFP Strategic Advisory Agreement, which
is included in "General and administrative expenses" in the accompanying consolidated statements of operations.



Effective September 2016, the Company
also entered into a consulting agreement with Swartwood Hesse, Inc., an affiliate of HCFP /Strategy Advisors (which, as noted
above, is an affiliate of certain directors and officers of the Company) (the "Swartwood Hesse Financial Advisory Agreement").
Under the Swartwood Hesse Financial Advisory Agreement, Swartwood Hesse Inc. has been engaged for an initial term of five months
to provide advisory services regarding potential financing arrangements, to assist the Company with its investors relations, and
to provide other financial advisory services as reasonably requested by the Company. The Swartwood Hesse Financial Advisory Agreement
provides for total fee payments to Swartwood Hesse of $15,000, which was paid upon execution of the agreement. The Company may
incur additional fees for investment banking services under a separate written agreement to be executed between the Company and
Swartwood Hesse, Inc. The Company incurred expense of $15,000 in the year ended December 31, 2016 under the Swartwood Hesse Financial
Advisory Agreement, which is included in "General and administrative expenses" in the accompanying consolidated statements
of operations.



In January 2017, the Company entered into
an agreement with Xzerta Trading LLC d/b/a HCFP /Capital Markets ("HCFP /Capital Markets"), an affiliate of certain
directors and officers of the Company, wherein HCFP /Capital Markets was engaged to be the Company's exclusive placement agent
in an offering of securities ("the HCFP /Capital Markets Placement Agent Agreement"), including the Preferred Stock
Units private placement transaction. (See Note 14, Subsequent Events for a discussion of the Preferred Stock Units private
placement transaction.) Under the HCFP /Capital Markets Placement Agent Agreement, HCFP /Capital Markets is to be paid a fee of
7.0% of the gross proceeds realized in the securities offering, plus reimbursement of certain out-of-pocket costs. The term of
the HCFP /Capital Markets Placement Agent Agreement is from the January 2017 execution date to the later of June 30, 2017, or
the completion or termination of any other potential transactions in conjunction with the Preferred Stock Units private placement
transaction. We paid HCFP/Capital Markets commissions of $177,576 in 2017 under this arrangement.



21


Table of Contents




Effective November 2016, the Company entered
into a consulting agreement with Patrick Glennon, a related-party who is the brother of Michael J. Glennon, Vice Chairman and
a member of the Company's board of directors (the "P. Glennon Consulting Agreement"). Under the terms of the P. Glennon
Consulting Agreement, Mr. P. Glennon will provide consulting support and advice with respect to the development and commercialization
of resorbable ear tubes. The sole compensation for such services is the issuance of 20,000 stock options on November 28, 2016,
with an exercise price of $9.50 per share, and vesting ratably on a quarterly basis commencing December 31, 2016 through September
30, 2019.



We will reimburse our founders and members
of our management team and their affiliates for any reasonable out-of-pocket business expenses incurred by them in connection
with activities on our behalf. There is no limit on the amount of accountable out-of-pocket expenses reimbursable by us, which
will be reviewed only by our board or a court of competent jurisdiction if such reimbursement is challenged.



All ongoing and future transactions between
us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable
to us than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of our uninterested
“independent” directors (to the extent we have any) or the members of our board who do not have an interest in the
transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into
any such transaction unless our disinterested “independent” directors (or, if there are no “independent”
directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that
would be available to us with respect to such a transaction from unaffiliated third parties.



22


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Related Party Policy



Our Code of Ethics requires that we avoid,
wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under
guidelines approved by the Board of Directors. Related party transactions are defined under SEC rules as transactions in which
(1) the aggregate amount involved will or may be expected to exceed the lesser of  $120,000 or one percent of the average
of our total assets in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer,
director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate
family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other
than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation
can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result
of his or her position.



No director may participate in the approval
of any transaction in which he is a related party, but that director is required to provide the other members of the board with
all material information concerning the transaction. Additionally, we require each of our directors and executive officers to
complete a directors’ and officers’ questionnaire that elicits information about related party transactions.



These procedures are intended to determine
whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part
of a director, employee or officer.



Director Independence



We adhere to the rules of the NASDAQ Stock
Market. Rule 5605 of the NASDAQ Listing Rules requires a majority of a listed company’s board of directors to be comprised
of independent directors within one year of listing. In addition, the NASDAQ Listing Rules require that, subject to specified
exceptions, each member of a listed company’s audit, compensation and nominating committees be independent and that audit
committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended,
or the Exchange Act.



Under Rule 5605(a)(2) of the NASDAQ Listing
Rules, a director will only qualify as an “independent director” if, in the opinion of our board of directors, that
person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company
may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:
(1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries;
or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the
independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires
that a company’s board of directors consider all factors specifically relevant to determining whether a director has a relationship
to such company which is material to that director’s ability to be independent from management in connection with the duties
of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any
consulting, advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated
with the company or any of its subsidiaries or affiliates.



Our board of directors has determined
that each of Dr. Cox and Messrs. Lamstein, Sparks, and Weild is an “independent director” as defined under Rule 5605(a)(2)
of the NASDAQ Listing Rules. Our board of directors also determined Messrs. Weild, Lamstein, and Sparks who comprise our audit
committee; Dr. Cox and Messrs. Lamstein and Weild, who comprise our compensation committee; and Dr. Cox and Messrs. Lamstein and
Sparks who comprise our nominating committee; satisfy the independence standards for such committees established by the Securities
and Exchange Commission and the NASDAQ Listing Rules, as applicable. In making such determinations, our board of directors considered
the relationships each such non-employee director has with our company and all other facts and circumstances our board of directors
deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.



Our independent directors have regularly scheduled meetings
at which only independent directors are present.



23


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Item 14. Principal Accounting Fees and
Services



The following table summarizes the fees
of Citrin Cooperman & Company, LLP, our independent registered public accounting firm, billed to us for each of the last two
years.



|                           |  | Year ended
    December 31, |        
|-------------------------- |  | --------------------------- | -------
|                           |  | 2016                        |        
|Audit Fees
    (1)         |  | $                           | 122,568
|Audit-Related Fees
    (2) |  |                             | 29,760 
|Tax Fees(3)                |  |                             | 12,145 
|All Other Fees             |  |                             | —      
|Total Fees                 |  | $                           | 164,473










| | (1) | Audit fees consist of fees billed for professional services
                                         by Citrin Cooperman & Company, LLP for audit and quarterly review of our consolidated
                                         financial statements during the years ended December 31, 2016 and 2015 and in connection
                                         with review of the registration statement on Form S-1 for our initial public offering,
                                         and related services normally provided in connection with statutory and regulatory filings
                                         or engagements.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Audit related
                                         fees represent the aggregate fees billed for assurance and related professional services
                                         rendered by our independent registered public accounting firm that are reasonably related
                                         to the performance of the audit or review of our financial statements and are not reported
                                         under "Audit Fees" including the issuance of consents in connection with registration
                                         statement filings with the SEC and comfort letters in connection with securities offerings.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Tax fees represent
                                         the aggregate fees billed for professional services rendered by our independent registered
                                         public accounting firm for tax compliance, tax advice, and tax planning services.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The aggregate fees included in the Audit
Fees are those billed for the fiscal year. The aggregate fees included in the Audit-Related Fees and Tax Fees are those fees billed
in the fiscal year.



All such accountant services and fees were
pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.



Pre-approval policies



The audit committee of our board of directors
has adopted policies and procedures for the pre-approval of audit and non-audit services for the purpose of maintaining the independence
of our independent auditor. We may not engage our independent auditor to render any audit or non-audit service unless either the
service is approved in advance by the audit committee, or the engagement to render service is entered into pursuant to the audit
committee’s pre-approval policies and procedures.



24


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PART IV



| | Item 15. | Exhibits
| | -------- | --------



|Exhibit
    No. |  | Description                                                                                                              
|--------------- |  | -------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                          
|3.1             |  | Certificate of Incorporation (1)                                                                                         
|                |  |                                                                                                                          
|3.2             |  | Certificate of Amendment to Certificate of Incorporation
    (1)                                                         
|                |  |                                                                                                                          
|3.3             |  | Form of Certificate of Designation of Preferences,
    Rights and Limitations of Series A Convertible Preferred Stock (2)
|                |  |                                                                                                                          
|3.4             |  | Bylaws (1)                                                                                                               
|                |  |                                                                                                                          
|4.1             |  | Specimen Common Stock Certificate (1)                                                                                    
|                |  |                                                                                                                          
|4.2             |  | Specimen Warrant Certificate (1)                                                                                         
|                |  |                                                                                                                          
|4.3             |  | Form of Series A Warrant (2)                                                                                             
|                |  |                                                                                                                          
|4.4             |  | Form of Series X Warrant (2)                                                                                             
|                |  |                                                                                                                          
|4.5             |  | Warrant Agreement, dated April 28, 2016, between
    Continental Stock Transfer & Trust Company and the Registrant (3)   
|                |  |                                                                                                                          
|4.6             |  | 2014 Long-Term Equity Incentive Plan (1)                                                                                 
|                |  |                                                                                                                          
|4.7             |  | Form of Unit Purchase Option (1)                                                                                         
|                |  |                                                                                                                          
|10.1            |  | Patent Option Agreement (1)                                                                                              
|                |  |                                                                                                                          
|10.2.1          |  | Employment Agreement between PAVmed and Dr.
    Aklog (1)                                                                
|                |  |                                                                                                                          
|10.2.2          |  | Amendment to Employment Agreement between PAVmed
    and Dr. Aklog (1)                                                   
|                |  |                                                                                                                          
|10.2.3          |  | Second Amendment to Employment Agreement between
    PAVmed and Dr. Aklog (1)                                            
|                |  |                                                                                                                          
|10.2.4          |  | Third Amendment to Employment Agreement between
    PAVmed and Dr. Aklog (7)                                             
|                |  |                                                                                                                          
|10.3.1          |  | Form of Subscription Agreement (July 2014) (1)                                                                           
|                |  |                                                                                                                          
|10.3.2          |  | Form of Subscription Agreement (November 2014)
    (1)                                                                   
|                |  |                                                                                                                          
|10.4.1          |  | Form of Letter Agreement with HCFP Capital Partners
    III LLC (1)                                                      
|                |  |                                                                                                                          
|10.4.2          |  | Form of Letter Agreement with Pavilion Venture
    Partners LLC (1)                                                      
|                |  |                                                                                                                          
|10.5.1          |  | Letter agreement regarding corporate opportunities
    executed by Dr. Lishan Aklog (1)                                  
|                |  |                                                                                                                          
|10.5.2          |  | Letter agreement regarding corporate opportunities
    executed by Michael Glennon (1)                                   
|                |  |                                                                                                                          
|10.5.3          |  | Letter agreement regarding corporate opportunities
    executed by Dr. Brian deGuzman (1)                                
|                |  |                                                                                                                          
|10.6            |  | Management services agreement between PAVmed
    and HCP/Advisors LLC (1)                                                
|                |  |                                                                                                                          
|10.7            |  | Employment Agreement between PAVmed and Richard
    Fitzgerald (1)                                                       
|                |  |                                                                                                                          
|10.8            |  | Employment Agreement between PAVmed and Dr.
    Brian deGuzman (4)                                                       



25


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|10.9.1  |  | Consulting Agreement between
    PAVmed and Michael Glennon (5)                                                                                                              
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                              
|10.9.2  |  | Amendment to Consulting Agreement between PAVmed
    and Michael Glennon (7)                                                                                                 
|        |  |                                                                                                                                                                              
|10.10   |  | Securities Purchase Agreement (6)                                                                                                                                            
|        |  |                                                                                                                                                                              
|10.11   |  | Registration Rights Agreement (6)                                                                                                                                            
|        |  |                                                                                                                                                                              
|14      |  | Form of Code of Ethics (1)                                                                                                                                                   
|        |  |                                                                                                                                                                              
|23.1    |  | Consent of Citrin Cooperman & Company, LLP
    (7)                                                                                                                           
|        |  |                                                                                                                                                                              
|31.1    |  | Certification of Principal Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                  
|        |  |                                                                                                                                                                              
|31.2    |  | Certification of Principal Financial and Accounting
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                   
|        |  |                                                                                                                                                                              
|32.1    |  | Certification of Principal Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)               
|        |  |                                                                                                                                                                              
|32.2    |  | Certification of Principal Financial and Accounting
    Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (7)
|        |  |                                                                                                                                                                              
|101.INS |  | XBRL Instance Document (7)                                                                                                                                                   
|101.SCH |  | XBRL Taxonomy Extension Schema (7)                                                                                                                                           
|101.CAL |  | Taxonomy Extension Calculation Linkbase (7)                                                                                                                                  
|101.DEF |  | XBRL Taxonomy Extension Definition
    Linkbase (7)                                                                                                                          
|101.LAB |  | XBRL Taxonomy Extension Label Linkbase (7)                                                                                                                                   
|101.PRE |  | XBRL Taxonomy Extension Presentation
    Linkbase (7)                                                                                                                        



| | (1) | Incorporated by reference to the Registrant’s Registration
                                         Statement on Form S-1 (SEC File No. 333-203569).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated by reference to the Registrant’s Current
                                         Report on Form 8-K filed on February 1, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Incorporated by reference to the Registrant’s Current
                                         Report on Form 8-K filed on May 3, 2016.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Incorporated by reference to the Registrant’s Current
                                         Report on Form 8-K filed on July 19, 2016.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Incorporated by reference to the Registrant’s Current
                                         Report on Form 8-K filed on October 14, 2016.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (6) | Incorporated by reference to the Registrant’s Current
                                         Report on Form 8-K filed on February 1, 2017.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Incorporated by reference to the Registrant’s Annual
                                         Report on Form 10-K filed on February 16, 2017.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



26


Table of Contents




SIGNATURES



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



|               |  |  | PAVMed Inc.
|-------------- |  |  | -----------
|               |  |  |            
|April 10, 2017 |  |  | By:        
|               |  |  |            
|               |  |  |            



Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the report has been signed by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated. Each person whose signature appears below hereby authorizes Lishan Aklog, M.D. and Dennis M. McGrath
or either of them acting in the absence of the others, as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and re-substitution for him or her and in his or her name, place and stead, in any and all capacities to sign
any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission.



|Signature                   |  |  | Title                                                 |  |  | Date               | 
|--------------------------- |  |  | ----------------------------------------------------- |  |  | ------------------ | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    Lishan Aklog, M.D.  |  |  | Chief Executive Officer
    and Chairman of the Board |  |  | April 10,
    2017 | 
|Lishan Aklog, M.D.          |  |  | (Principal
    Executive Officer)                     |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    Dennis M. McGrath   |  |  | Chief Financial Officer                               |  |  | April 10,
    2017 | 
|Richard F. Fitzgerald       |  |  | (Principal Financial
    and Accounting Officer)      |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    James L. Cox, M.D.  |  |  | Director                                              |  |  | April 10,
    2017 | 
|James L. Cox, M.D.          |  |  |                                                       |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    Ira Scott Greenspan |  |  | Director                                              |  |  | April 10,
    2017 | 
|Ira Scott Greenspan         |  |  |                                                       |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    Joshua R. Lamstein  |  |  | Director                                              |  |  | April 10,
    2017 | 
|Joshua R. Lamstein          |  |  |                                                       |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    Ronald M. Sparks    |  |  | Director                                              |  |  | April 10,
    2017 | 
|Ronald M. Sparks            |  |  |                                                       |  |  |                    | 
|                            |  |  |                                                       |  |  |                    | 
|/s/
    David Weild IV      |  |  | Director                                              |  |  | April 10,
    2017 | 
|David Weild IV              |  |  |                                                       |  |  |                    | 



27