August 12, 2014
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549-1004
| Attention: | Amanda Ravitz |
| Daniel Morris |
| Jeanne Bennett |
| Brian Cascio |
| Re: | Capnia, Inc. |
| Registration Statement on Form S-1 (File No. 333-196635) |
| Withdrawal of Acceleration Request |
Ladies and Gentlemen:
Capnia, Inc. (the “Company”) hereby respectfully requests withdrawal of its acceleration request filed on August 8, 2014 relating to its Registration Statement on Form S-1 (File No. 333-196635) (the “Registration Statement”). The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.
If you have any questions regarding the foregoing, please contact our counsel, Elton Satusky of Wilson Sonsini Goodrich and Rosati, Professional Corporation, at (650) 565-6588.
| Sincerely, | ||||
| CAPNIA, INC. | ||||
| By: | /s/ Anish Bhatnagar | |||
| Name: | Anish Bhatnagar | |||
| Title: | Chief Executive Officer | |||
