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, 2018



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 of
        Incorporation
        or Organization) |  | (IRS
        Employer
        Identification
        No.)



|One
        Grand Central Place
        60
        E. 42nd Street
        Suite
        4600
        New
        York, NY 10165
        (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              
|Series
    Z Warrants, each to purchase one share of Common Stock |  | The
    NASDAQ Stock Market LLC              
|Series
    W 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 [  ] No [X]



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 [  ] No [X]



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 the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



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 the registrant was required to submit and post such files). Yes [X] No [  ]



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 [  ]                  |  | Smaller
    reporting company     | [X] 
|Do
    not check if a smaller reporting company |  | Emerging
    Growth Company (EGC) | [X] 



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]



As
of June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate
market value of the registrant’s voting stock held by non-affiliates was approximately $17.9 million, based on the last
reported sales price per share of the registrant’s common stock on such date.



As
of March 29, 2019 there were 27,893,023 shares of the registrant’s Common Stock, par value $0.001 per share, issued and
outstanding.


















DOCUMENTS
INCORPORATED BY REFERENCE



Portions
of the registrant’s definitive proxy statement for its 2019 annual meeting of stockholders are incorporated by reference
into Part III of this Form 10-K where indicated. Such definitive proxy statement was filed with the U.S. Securities and Exchange
Commission within 120 days after the year ended December 31, 2018.











EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) to the Annual Report on Form 10-K of PAVmed Inc. (the “Company”)
for the fiscal year ended December 31, 2018, originally filed with the Securities and Exchange Commission (the “SEC”)
on April 1, 2019 (the “Original Filing”), is being filed solely to include revised Exhibits 31.1 and 31.2, which include
certain statements required by Item 601(b)(31) of Regulation S-K inadvertently omitted by the Company when previously filed. This
Amendment contains only the cover page, explanatory note, the exhibit index, signature page and the revised certifications. Because
no financial statements are included with this Amendment, paragraph 3 of the Section 302 certifications has been omitted.



Except
for the foregoing, this Amendment does not alter or update any other information contained in the Original Filing. The Original
Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein
to reflect any events that have occurred as of a date subsequent to the date of the Original Filing. Accordingly, this Amendment
should be read in conjunction with the Original Filing, and the Company’s filings made with the SEC subsequent to the filing
of the Original Filing.











PART
IV



Item
15. Exhibits and Financial Statement Schedules



| | (a) | The
    following documents are filed as a part of this Amendment:
| | --- | ------------------------------------------------------------------
| |     |                                                                   
| | (3) | The
    following exhibits:                                       



|Exhibit
    No. |  | Description                                                                                                             
|--------------- |  | ------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                         
|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. †



| |  | †
    Filed herewith
| |  | --------------------











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.
|---------------------- | ---------------
|                       |                
|September
    30, 2019 | By:            
|                       |                
|                       |                
|                       |