EX-10.18



 Exhibit 10.18 

CAPNIA, INC. 
 OMNIBUS
AMENDMENT TO CONVERTIBLE PROMISSORY NOTES 
 This OMNIBUS AMENDMENT TO CONVERTIBLE PROMISSORY NOTES (this “Amendment”)
is made and entered into as of May 5, 2014 (the “Effective Date”), by and among Capnia, Inc., a Delaware corporation (the “Company”), with offices at 2445 Faber Place, Suite 250, Palo Alto, CA 94303, and the
persons and entities who are signatories hereto (the “Investors”). 
 RECITALS 

A. WHEREAS, the Company is: (i) contemplated completing a firm commitment underwritten initial public offering of units pursuant to the
Company’s registration statement on Form S-1 filed under the Securities Act on or before September 30, 2015 (the “Contemplated IPO”); and (ii) in connection with the Contemplated IPO, the Company will offer units for
sale to the public which shall consist of: (a) one (1) share of the Company’s Common Stock; and (b) a warrant to purchase one (1) share of Common Stock. 

B. WHEREAS, the Company and the Investors are parties to that certain Convertible Promissory Note and Warrant Purchase Agreement, dated as of
February 10, 2010, as amended by that certain Amendment No. 1 to Convertible Promissory Note and Warrant Purchase Agreement, Convertible Promissory Notes and Warrants to Purchase Shares, dated as of November 10, 2010, as further
amended by that certain Amendment No. 2 to Convertible Promissory Notes and Warrants to Purchase Shares, dated as of January 17, 2012 and as further amended by that certain Omnibus Amendment to Convertible Promissory Note and Warrant
Purchase Agreement, Convertible Promissory Notes and Warrants to Purchase Shares, dated as of July 31, 2012 (as amended, the “2010 Purchase Agreement”), pursuant to which the Company issued and sold to each Investor, a
convertible promissory note in the principal amount set forth opposite such Investor’s name on Exhibit A to the 2010 Purchase Agreement (together with all such convertible promissory notes sold and issued pursuant to the 2010 Purchase
Agreement, the “2010 Notes”), together with a corresponding warrant to purchase shares of the Company’s capital stock (together with all such warrants to purchase shares issued pursuant to the 2010 Purchase Agreement, the
“2010 Warrants”); 
 C. WHEREAS, Section 6.1 of the 2010 Purchase Agreement provides that the holders of at least
two-thirds (2/3) in interest of the 2010 Notes may, with the Company’s prior written consent, waive, modify or amend any provisions of the 2010 Purchase Agreement, the 2010 Notes and the 2010 Warrants on behalf of all Investors (as defined
in the 2010 Purchase Agreement). 
 D. WHEREAS, the Company and the undersigned Investors, representing the holders of at least two-thirds
(2/3) in interest of the 2010 Notes, now desire to amend the 2010 Notes to amend the definition of “Next Financing Securities” under the 2010 Notes to clarify and conirm that, to the extent the Contemplated IPO qualifies as a Next
Financing upon which the Notes will become convertible into equity securities of the Company, the 2010 Notes will become convertible into shares of Common Stock, with such rights, preferences, privileges and restrictions, contractual or otherwise,
as the shares of Common Stock issued by the Company in the Contemplated IPO. 
 E. WHEREAS, the Company and the Investors are also parties
to that certain Convertible Note and Warrant Purchase Agreement, dated as of January 16, 2012, as amended by that certain 







 
Omnibus Amendment to Convertible Promissory Note and Warrant Purchase Agreement, Convertible Promissory Notes and Warrants to Purchase Shares, dated as of July 31, 2012 (as amended, the
“2012 Purchase Agreement”), pursuant to which the Company issued and sold to each Investor, a convertible promissory note in the principal amount set forth opposite such Investor’s name on Exhibit A to the 2012 Purchase
Agreement (together with all such convertible promissory notes previously sold and issued pursuant to the 2012 Purchase Agreement, the “2012 Notes”), together with a corresponding warrant to purchase shares of the Company’s
capital stock (together with all such warrants to purchase shares previously issued pursuant to the 2012 Purchase Agreement, the “2012 Warrants”). 

F. WHEREAS, Section 6.1 of the 2012 Purchase Agreement provides that the holders of at least two-thirds (2/3) in interest of the
2012 Notes may, with the Company’s prior written consent, waive, modify or amend any provisions of the 2012 Purchase Agreement, the 2012 Notes and the 2012 Warrants on behalf of all Investors (as defined in the 2012 Purchase Agreement). 

G. WHEREAS, the Company and the undersigned Investors, representing the holders of at least two-thirds (2/3) in interest of the 2012
Notes, now desire to amend the 2012 Notes to amend the definition of “Next Financing Securities” under the 2012 Notes to clarify and conirm that, to the extent the Contemplated IPO qualifies as a Next Financing upon which the Notes will
become convertible into equity securities of the Company, the 2012 Notes will become convertible into shares of Common Stock, with such rights, preferences, privileges and restrictions, contractual or otherwise, as the shares of Common Stock issued
by the Company in the Contemplated IPO. 
 H. WHEREAS, unless otherwise stated, capitalized terms not otherwise defined herein shall have
the respective meanings ascribed to such terms in the 2010 Purchase Agreement, the 2010 Notes, the 2010 Warrants, the 2012 Purchase Agreement, the 2012 Notes and the 2012 Warrants, as applicable. 

AGREEMENT 
 NOW THEREFORE,
in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: 

 

	 	1.	Amendments. 

 1.1 Amendments to 2010 Notes. The definition of “Next Financing
Securities” set forth in Section 1(d) each 2010 Note is hereby amended, restated and replaced in its entirety to read as follows: 

“(d) “Next Financing Securities” are the equity securities issued by the Company in the Next Financing
with such rights, preferences, privileges and restrictions, contractual or otherwise, as the securities issued by the Company in the Next Financing; provided, however, that in the event that the Company’s completes its
contemplated firm commitment underwritten initial public offering of units pursuant to the Company’s registration statement on Form S-1 filed under the Securities Act on or before September 30, 2015 (the “Contemplated
IPO”), then “Next Financing Securities” will instead be shares of Common Stock issued by the Company with such rights, preferences, privileges and restrictions, contractual or otherwise, as the shares of Common Stock issued
by the Company in the Contemplated IPO.” 
 1.2 Amendments to 2012 Notes. The definition of “Next Financing
Securities” set forth in Section 1(d) each 2012 Note is hereby amended, restated and replaced in its entirety to read as follows: 

  
 -2- 








 “(d) “Next Financing Securities” are the equity securities
issued by the Company in the Next Financing with such rights, preferences, privileges and restrictions, contractual or otherwise, as the securities issued by the Company in the Next Financing; provided, however, that in the event that
the Company’s completes its contemplated firm commitment underwritten initial public offering of units pursuant to the Company’s registration statement on Form S-1 filed under the Securities Act on or before September 30, 2015 (the
“Contemplated IPO”), then “Next Financing Securities” will instead be shares of Common Stock issued by the Company with such rights, preferences, privileges and restrictions, contractual or otherwise, as the shares
of Common Stock issued by the Company in the Contemplated IPO.” 
  

	 	2.	Miscellaneous. 

 2.1 Waivers and Amendments. This Amendment nor any term hereof
may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that the holders of:
(i) at least two-thirds (2/3) in interest of the 2010 Notes issued pursuant to the 2010 Purchase Agreement; and (ii) at least two-thirds (2/3) in interest of the 2012 Notes issued pursuant to the 2012 Purchase Agreement, may,
with the Company’s prior written consent, waive, modify or amend any provisions hereof on behalf of all Investors. 
 2.2 Governing
Law. This Amendment shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California, but without regard to
the principles of conflicts of laws of California, or any other state. 
 2.3 Successors and Assigns. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. 

2.4 Entire Agreement. This Amendment (including the exhibits attached hereto and the other documents delivered pursuant hereto) and, to
the extent not amended hereby, the 2010 Purchase Agreement, the 2010 Notes, the 2010 Warrants, the 2012 Purchase Agreement, the 2012 Notes and the 2012 Warrants and the exhibits attached thereto and the other documents delivered pursuant thereto,
constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. 
 2.5
Legal Effect. This Amendment shall constitute an integral part of the 2010 Notes, the 2010 Warrants, the 2012 Notes and the 2012 Warrants. Except as set forth in this Amendment, the 2010 Notes, the 2010 Warrants, the 2012 Notes and the 2012
Warrants shall continue in full force and effect in accordance with their respective terms. 
 2.6 Counterparts. This Amendment may
be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one (1) and the same instrument. 

2.7 Facsimile; Execution and Delivery. A facsimile or other reproduction of this Amendment may be executed by one (1) or more
parties hereto and delivered by such party by facsimile or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and
effective for all 

  
 -3- 








 
purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Amendment as well as any facsimile, telecopy or other reproduction hereof. 

(Signature Pages Follow) 

  
 -4- 








 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	COMPANY:
	
	CAPNIA, INC.
		
	 By:
	 	 /s/ Anish Bhatnagar

	 Name:
	 	Anish Bhatnagar
	 Title:
	 	President and Chief Executive Officer
	
	 Address:

	 2445 Faber Place

	 Suite 250

	 Palo Alto, CA 94303



  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Biotechnology Development Fund IV, L.P.
		
	By:	 	 /s/ Edgar G. Engleman

		 	Edgar G. Engleman
		 	Managing Member of BioAsia Investments IV, LLC,
its General Partner
	
	Biotechnology Development Fund IV Affiliates, L.P.
		
	By:	 	 /s/ Edgar G. Engleman

		 	Edgar G. Engleman
		 	Managing Member of BioAsia Investments IV, LLC,
its General Partner
	
	BDF IV Annex Fund, L.P.
		
	By:	 	 /s/ Edgar G. Engleman

		 	Edgar G. Engleman
		 	Managing Member of BioAsia Investments IV, LLC,
its General Partner


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTORS:
	
	Vivo Ventures Fund V, L.P.
		
	By:	 	 /s/ Edgar G. Engleman

		 	Edgar G. Engleman
		 	Managing Member of Vivo Ventures V, LLC,
its General Partner
	
	Vivo Ventures V Affiliates Fund, L.P.
		
	By:	 	 /s/ Edgar G. Engleman

		 	Edgar G. Engleman
		 	Managing Member of BioAsia Investments V, LLC,
its General Partner


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	 /s/ Ernest Mario

	Ernest Mario
	
	Mario 2002 Grandchildren’s Trust
		
	By:	 	 /s/ Ernest Mario

	Name:	 	Ernest Mario
	Title:	 	Trustee
	
	Mario Family Partners LP
		
	By:	 	 /s/ Ernest Mario

	Name:	 	Ernest Mario
	Title:	 	Partner


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	  

	John J. Mack


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	  

	Robert K. Steel


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Triremes 16 LLC
		
	By:	 	Spinnaker Capital 2007 GP LLC
	Its:	 	Managing Member


 
			
		
	By:	 	  

	Name:	 	Anastasios Parafestas
	Title:	 	Manager


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	  

	A. Morris Williams, Jr.


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTORS:
	
	Shalavi Irrevocable Trust UAD 12/16/99 FBO Alexander Shalavi
		
	By:	 	  

	Name:	 	John Shalavi
	Title:	 	Trustee
	
	Shalavi Irrevocable Trust UAD 12/16/99 FBO Gina Shalavi
		
	By:	 	  

	Name:	 	John Shalavi
	Title:	 	Trustee


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	  

	Ron Haak


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTORS:
	
	WS Investment Company, LLC (2010A)
	
	          

	James A. Terranova
	Director of Fund Operations
	
	WS Investment Company, LLC (2011A)
	
	          

	James A. Terranova
	Director of Fund Operations


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Clyde D. Wagner Living Trust dated June 6, 2001
		
	By:	 	          

	Name:	 	Clyde D. Wagner
	Title:	 	Trustee


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Shifteh Karimi Wagner Living Trust dated June 6, 2001
		
	By:	 	          

	Name:	 	Shifteh Karimi Wagner
	Title:	 	Trustee


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	  

	Steinar J. Engelsen


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Hadar Cars AB
		
	By:	 	  

	Name:	 	Hadar Cars
	Title:	 	Chairman


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

			
	INVESTOR:
	
	Michael Danaher and Carol Danaher, Trustees of the
Danaher Family Trust dtd. 6/29/04
		
	By:	 	  

	Name:	 	Michael J. Danaher
	Title:	 	Trustee


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes] 







 IN WITNESS WHEREOF, the parties have caused this Omnibus Amendment to Convertible Promissory
Notes and Warrants to Purchase Shares to be duly executed and delivered by their proper and duly authorized officers as of the Effective Date. 
  

	
	INVESTOR:
	
	          

	Mario Rosati


  
 [Signature Page to Omnibus
Amendment to 
 Convertible Promissory Notes]