August 12, 2014
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549
| Re: | Capnia, Inc. |
Registration Statement on Form S-1
Withdrawal of Acceleration Request - Registration Statement on
Form S-1 (File No. 333-196635)
VIA EDGAR
Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on August 8, 2014, in which we, as representative of the several underwriters of Capnia, Inc.’s proposed public offering, joined Capnia, Inc.’s request for acceleration of the effective date of the above-referenced Registration Statement for Tuesday, August 12, 2014, at 4:00 p.m. Eastern Time. Capnia, Inc. 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.
[Signature Page Follows]
| MAXIM GROUP LLC | ||||||
| As representative of the several underwriters | ||||||
| By | /s/ Clifford A. Teller | |||||
| Name: | Clifford A. Teller | |||||
| Its: | Executive Managing Director | |||||
| Head of Investment Banking | ||||||
