SecProbe.io

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 acrx20250925_corresp.htm

 TALPHERA, INC.
 1850 Gateway Drive, Suite 175
 San Mateo, CA 94404

 September 25, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Talphera, Inc.
 Registration Statement on Form S-3
 File No. 333-290454

 Ladies and Gentlemen:

 Talphera, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on September 29, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

 Very truly yours,

 Talphera, Inc.

 By: /s/ Vincent J. Angotti

 Name: Vincent J. Angotti

 Title: Chief Executive Officer

 cc:

 Raffi Asadorian, Talphera, Inc.
 John T. McKenna, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 25, 2025

Vincent J. Angotti
Chief Executive Officer
Talphera, Inc.
1850 Gateway Drive, Suite 175
San Mateo, CA 94404

 Re: Talphera, Inc.
 Registration Statement on Form S-3
 Filed September 22, 2025
 File No. 333-290454
Dear Vincent J. Angotti:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John T. McKenna
</TEXT>
</DOCUMENT>

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 acrx20250509_corresp.htm

 TALPHERA, INC.
 1850 Gateway Drive, Suite 175
 San Mateo, CA 94404

 May 9, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:

 Talphera, Inc.

 Registration Statement on Form S-3

 File No. 333-286957

 Ladies and Gentlemen:

 Talphera, Inc. (the “ Registrant ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on May 12, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

 Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

 Very truly yours,

 Talphera, Inc.

 By:

 /s/ Vincent J. Angotti

 Name:

 Vincent J. Angotti

 Date:

 Chief Executive Officer

 cc:

 Raffi Asadorian, Talphera, Inc.
 John T. McKenna, Cooley LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Vincent Angotti
Chief Executive Officer
Talphera, Inc.
1850 Gateway Drive, Suite 175
San Mateo, CA 94404

 Re: Talphera, Inc.
 Registration Statement on Form S-3
 Filed May 2, 2025
 File No. 333-286957
Dear Vincent Angotti:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: John McKenna
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
February 9, 2024
Vincent J. Angotti
Chief Executive Officer
Talphera, Inc.
1850 Gateway Drive, Suite 175
San Mateo, CA 94404
Re:Talphera, Inc.
Registration Statement on Form S-3
Filed February 6, 2024
File No. 333-276898
Dear Vincent J. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John T. McKenna, Esq.

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February 9, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			Talphera, Inc.

			Registration Statement on Form S-3

			File No. 333-276898

Ladies and Gentlemen:

Talphera, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on February 13, 2024, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

			Very truly yours,

			TALPHERA, INC.

			By:

			/s/ Vincent J. Angotti

			Name:

			Vincent J. Angotti

			Title:

			Chief Executive Officer

			cc:

			Thomas P. McCracken, Talphera, Inc.

			John T. McKenna, Cooley LLP

			www.talphera.com

			1850 Gateway Drive, Suite 175, San Mateo, CA 94404

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November 29, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			AcelRx Pharmaceuticals, Inc.

			Registration Statement on Form S-3

			File No. 333-275721

Ladies and Gentlemen:

AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on November 30, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

			Very truly yours,

			ACELRX PHARMACEUTICALS, INC.

			By:

			/s/ Vincent J. Angotti

			Name:

			Vincent J. Angotti

			Title:

			Chief Executive Officer

			cc:

			Thomas P. McCracken, AcelRx Pharmaceuticals, Inc.

			John T. McKenna, Cooley LLP

AcelRx Pharmaceuticals, Inc.

1850 Gateway Drive, Suite 175

San Mateo, CA 94404

United States securities and exchange commission logo
November 29, 2023
Vincent J. Angotti
Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
1850 Gateway Drive, Suite 175
San Mateo, CA 94404
Re:AcelRx Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed November 22, 2023
File No. 333-275721
Dear Vincent J. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John T. McKenna, Esq.

United States securities and exchange commission logo
August 7, 2023
Vincent J. Angotti
Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
25821 Industrial Boulevard, Suite 400
Hayward, CA 94545
Re:AcelRx Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed August 2, 2023
File No. 333-273589
Dear Vincent J. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       John T. McKenna, Esq.

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	acrx20230807_corresp.htm

August 7, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			RE:

			AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-273589

Ladies and Gentlemen:

AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on August 9, 2023, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes John T. McKenna of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059.

			Very truly yours,

			ACELRX PHARMACEUTICALS, INC.

			By:

			/s/ Vincent J. Angotti

			Name:

			Vincent J. Angotti

			Title:

			Chief Executive Officer

			cc:

			Thomas P. McCracken, AcelRx Pharmaceuticals, Inc.

			John T. McKenna, Cooley LLP

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			JOHN T. MCKENNA

			+1 650 843 5059

			jmckenna@cooley.com

April 11, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin W. Vaughn

			RE:
			AcelRx Pharmaceuticals, Inc.

			Current Report on Form 8-K (File No. 001-35068)

			Filed March 30, 2023

Ladies and Gentlemen:

On behalf of AcelRx Pharmaceuticals, Inc. (the “Company”), this letter is being transmitted in response to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission, by letter dated March 30, 2023 (the “Comment Letter”), regarding the Company’s Current Report on Form 8-K, filed on March 30, 2023 (the “Form 8-K”). The text of the Staff’s comment has been included in this letter in italics for your convenience, and we have numbered the paragraph below to correspond to the numbering of the Comment Letter.

Form 8-K filed March 30, 2023

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, page 2

			1.

			Please revise your disclosure to include a statement of whether the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers, discussed with the registrant’s independent accountant the matters disclosed in the filing pursuant to Item 4.02(a)(3).

			The Company respectfully acknowledges the Staff’s comment and advises the Staff, that in Item 9B. “Other Information” to its Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 31, 2023 (the “Annual Report”), the Company included the information previously set forth in the Form 8-K and further disclosed:

“On March 30, 2023, the Company’s management and the Audit Committee of the Company, in discussion with the Company’s independent registered accounting firm, WithumSmith+Brown PC, determined that the Company’s Prior Period Financial Statements for the Interim Periods, should no longer be relied upon because of the error in the earnings per share calculations. The Company’s management and the Audit Committee concluded that it is appropriate to restate the Prior Period Financial Statements for the Interim Periods noted above.”

COOLEY LLP   3175 HANOVER STREET   PALO ALTO, CA   94304-1130

T: (650) 843-5000  F: (650) 849-7400   COOLEY.COM

			U. S. Securities and Exchange Commission

			April 11, 2023

			Page Two

			As the Annual Report was filed within the requisite four business days of the determination date of March 30, 2023, and one business day following the filing of the Form 8-K, the Company respectfully submits that it has provided the missing information with respect to Item 4.02(a)(3), and that an amendment of the Form 8-K is not necessary per General Instruction B.3. to Form 8-K, and upon the filing of the Annual Report and the separate and prominent presentation of the disclosure in Item 9B. “Other Information” investors were adequately advised of the discussions with the Company’s independent accountant with respect to the restatement.

			Should you have any questions regarding this matter, please feel free to contact me at (650) 843-5059.

Sincerely,

Cooley LLP

/s/ John T. McKenna

John T. McKenna

			cc:
			Raffi Asadorian – AcelRx Pharmaceuticals, Inc.

			Thomas McCracken – AcelRx Pharmaceuticals, Inc.

COOLEY LLP   3175 HANOVER STREET   PALO ALTO, CA   94304-1130

T: (650) 843-5000  F: (650) 849-7400   COOLEY.COM

United States securities and exchange commission logo
April 11, 2023
Raffi Asadorian
Chief Financial Officer
ACELRX PHARMACEUTICALS INC
25821 Industrial Boulevard
Suite 400
Hayward, CA 94545
Re:ACELRX PHARMACEUTICALS INC
Form 8-K filed March 30, 2023
Dear Raffi Asadorian:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
March 30, 2023
Raffi Asadorian
Chief Financial Officer
ACELRX PHARMACEUTICALS INC
25821 Industrial Boulevard
Suite 400
Hayward, CA 94545
Re:ACELRX PHARMACEUTICALS INC
Dear Raffi Asadorian:
            We have reviewed your filing and have the following comment.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 8-K filed March 30, 2023
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review, page 2
1.Please revise your disclosure to include a statement of whether the audit committee, or the
board of directors in the absence of an audit committee, or authorized officer or officers,
discussed with the registrant’s independent accountant the matters disclosed in the filing
pursuant to Item 4.02(a)(3).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kevin W. Vaughn at 202-551-3494 if you have questions regarding
comments on the financial statements and related matters.

 FirstName LastNameRaffi Asadorian
 Comapany NameACELRX PHARMACEUTICALS INC
 March 30, 2023 Page 2
 FirstName LastName
Raffi Asadorian
ACELRX PHARMACEUTICALS INC
March 30, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
November 21, 2022
Vincent J. Angotti
Chief Executive Officer
AcelRx Pharmaceuticals Inc.
25821 Industrial Boulevard, Suite 400
Hayward, CA 94545
Re:AcelRx Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed November 15, 2022
File No. 333-268396
Dear Vincent J. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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ACELRX PHARMACEUTICALS, INC.

25821 Industrial Boulevard, Suite 400

Hayward, CA 94545

November 21, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:         AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

File No. 333-268396

Ladies and Gentlemen:

AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3, as amended to become effective on November 22, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of John T. McKenna, Mark B. Weeks and David R. Ambler of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with John T. McKenna of Cooley LLP, counsel to the Registrant, at (650) 843-5059, or in his absence, Mark B. Weeks at (650) 843-5011 or David R. Ambler at (650) 843-5899.

			Very truly yours,

			ACELRX PHARMACEUTICALS, INC.

			By:         /s/ Vincent J. Angotti

			Name:    Vincent J. Angotti

			Title:      Chief Executive Officer

cc:         Thomas McCracken, AcelRx Pharmaceuticals, Inc.

John T. McKenna, Cooley LLP

Mark B. Weeks, Cooley LLP

David R. Ambler, Cooley LLP

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AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

July 7, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Paul Fischer

			RE:

			Withdrawal of Acceleration Request for AcelRx Pharmaceuticals, Inc.

			Registration Statement on Form S-3

			Filed June 12, 2020

			File Number:  333-239156

Ladies and Gentlemen:

AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) withdraw the Registrant’s request for acceleration, dated July 6, 2020 (with Accession Number 0001437749-20-014610), of the effective date of the Registrant’s Registration Statement on Form S-3 (File No. 333-239156) (the “Registration Statement”) which requested that the Commission cause such Registration Statement to become effective on July 9, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission.

Thank you for your assistance. If you should have any questions, please contact Robert Phillips at (415) 693-2020, or in his absence, David Ambler at (650) 843-5899.

[Signature Page Follows]

			Very truly yours,

			AcelRx Pharmaceuticals, Inc.

			By:

			/s/ Raffi Asadorian

			Name:

			Raffi Asadorian

			Title:

			Chief Financial Officer

			cc:

			Ruben Garcia, AcelRx Pharmaceuticals, Inc.

			Mark B. Weeks, Cooley LLP

			Robert W. Phillips, Cooley LLP

			David R. Ambler, Cooley LLP

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	acrx20200702_corresp.htm

AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

July 6, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Paul Fischer

			RE:

			AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed June 12, 2020

File Number:  333-239156

Acceleration Request

Requested Date:     Wednesday, July 8, 2020

Requested Time:     4:00 p.m., Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on July 8, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Robert Phillips and David Ambler of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Robert Phillips at (415) 693-2020, or in his absence, David Ambler at (650) 843-5899.

[Signature Page Follows]

			Very truly yours,

			AcelRx Pharmaceuticals, Inc.

			By:

			/s/ Raffi Asadorian

			Name:

			Raffi Asadorian

			Title:

			Chief Financial Officer

			cc:      Ruben Garcia, AcelRx Pharmaceuticals, Inc.

			Mark B. Weeks, Cooley LLP

			Robert W. Phillips, Cooley LLP

			David R. Ambler, Cooley LLP

CORRESP
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	acrx20200702_corresp.htm

AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

July 6, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Paul Fischer

			RE:

			AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed June 12, 2020

File Number:  333-239156

Acceleration Request

Requested Date:     Thursday, June 9, 2020

Requested Time:     4:00 p.m., Eastern Daylight Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, AcelRx Pharmaceuticals, Inc. (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective on July 9, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable or at such later time as the Registrant may orally request via telephone call to the staff of the Commission. The Registrant hereby authorizes each of Robert Phillips and David Ambler of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Robert Phillips at (415) 693-2020, or in his absence, David Ambler at (650) 843-5899.

[Signature Page Follows]

			Very truly yours,

			AcelRx Pharmaceuticals, Inc.

			By:

			/s/ Raffi Asadorian

			Name:

			Raffi Asadorian

			Title:

			Chief Financial Officer

			cc:      Ruben Garcia, AcelRx Pharmaceuticals, Inc.

			Mark B. Weeks, Cooley LLP

			Robert W. Phillips, Cooley LLP

			David R. Ambler, Cooley LLP

United States securities and exchange commission logo
June 17, 2020
Vincent J. Angotti
Chief Executive Officer
Acelrx Pharmaceuticals Inc.
351 Galveston Drive
Redwood City, CA 94063
Re:Acelrx Pharmaceuticals Inc.
Registration Statement on Form S-3
Filed June 12, 2020
File No. 333-239156
Dear Mr. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer at 202-551-3415 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David Ambler, Esq.

CORRESP
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CORRESP

 April 22, 2020

VIA EDGAR

 Division of Corporation Finance

Office of Manufacturing

 United States Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

 Attention: Irene Paik

Re:
 Request for Effectiveness for AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-4 (File
No. 333-237584)

 Dear Ms. Paik:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Act”), AcelRx Pharmaceuticals, Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m. Eastern Time, on Friday, April 24, 2020, or as soon thereafter as practicable. In
making this acceleration request, the Registrant acknowledges that it is aware of its responsibilities under the Act. The Registrant respectfully requests that you notify Rama Padmanabhan of Cooley LLP at (858)
550-6024 or, in her absence, Nicole P. van de Leuv of Cooley LLP at (858) 550-6150 of such effectiveness and that such effectiveness also be confirmed in writing to the
addresses listed on the cover page of the Registration Statement.

 If you have any questions or comments regarding the foregoing, please
do not hesitate to contact Ms. Padmanabhan or Ms. van de Leuv at the telephone numbers above.

Very truly yours,

AcelRx Pharmaceuticals, Inc.

By:

 /s/ Vincent J. Angotti

Name: Vincent J. Angotti

Title: Chief Executive Officer

cc:
 Christopher D. Barnstable-Brown, Wilmer Cutler Pickering Hale and Dorr LLP

Rama Padmanabhan, Cooley LLP

AcelRx Pharmaceuticals, Inc    •    351 Galveston Drive, Redwood City, CA
94063    •    www.acelrx.com

April 13, 2020
Vincent J. Angotti
Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
351 Galveston Drive
Redwood City, CA 94063
Re:AcelRx Pharmaceuticals, Inc.
Registration Statement on Form S-4
Filed April 6, 2020
File No. 333-237584
Dear Mr. Angotti:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Rama Padmanabhan - Cooley LLP

November 25, 2019
Raffi M. Asadorian
Chief Financial Officer
ACELRX PHARMACEUTICALS INC
351 Galveston Drive
Redwood City, CA 94063
Re:ACELRX PHARMACEUTICALS INC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
File No. 001-35068
Dear Mr. Asadorian:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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	acrx20191029_corresp.htm

November 7, 2019

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Attn: Sasha Parikh, Kevin Vaughn

Washington, D.C. 20549

			Re:

			AcelRx Pharmaceuticals, Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2018, as amended by

			that certain Form 10-K/A

			Filed March 7, 2019 and April 30, 2019, respectively

			File No. 001-35068

Ladies and Gentlemen:

AcelRx Pharmaceuticals, Inc. (the “Company”) is providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated October 25, 2019 with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on March 7, 2019, as amended by that certain Form 10-K/A for the fiscal year ended December 31, 2018, filed on April 30, 2019.

Set forth below are the Company’s responses to the Comments. For your convenience, the Company has incorporated the Comments into this response letter.

Form 10-K for the Fiscal Year Ended December 31, 2018, as amended by that certain Form 10-K/A for the Fiscal Year Ended December 31, 2018

Business

Clinical Trials, page 8

			1.

			Please address the following regarding your disclosure of certain serious adverse events (SAEs) experienced by patients in the clinical trials of certain product candidates:

			●

			You disclose in a risk factor on page 34 that in the phase 3 active-comparator clinical trial (IAP309), double-blind, placebo-controlled, orthopedic surgery trial (IAP311) and phase 3 multi-center, open-label study (IAP312), patients experienced serious adverse events (SAEs) that were assessed as "possibly or probably related to the study drug." Please provide us proposed disclosure to be provided in future filings identifying each treatment related SAE "possibly or probably" related to Zalviso.

			●
			Further on page 9, you disclose that in the IAP312 study “A total of 5 patients experienced serious adverse events, but all were considered unrelated to study drug by investigators.” This disclosure appears to contradict your disclosure on page 34. Please clarify for us whether the SAEs in the IAP312 study were related or unrelated to Zalviso. Revise such disclosure in future filings to reconcile the apparent contradiction.

AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

Company Response: The Company respectfully acknowledges the Staff’s comment. The Company undertakes to identify serious adverse events (collectively, “SAEs”) “possibly or probably” related to Zalviso for the IAP309 and IAP311 trials in the risk factors section included in future filings, as applicable. The Company will also disclose such SAEs in any Clinical Trials section included in its annual reports on Form 10-K, if applicable. As it relates to the contradiction noted by the Staff in the second bullet of the Staff’s comment, the Company confirms that there were no SAEs “possibly or probably” related to Zalviso, the study drug in the IAP 312 trial. The Company undertakes to revise the referenced risk factor disclosure in future filings to eliminate the noted inconsistency. In addition, the Company will also revise the referenced risk factor to correct other information, including percentages and patient count.

Below is the revised risk factor that the Company proposes to include in future filings, as applicable:

“Zalviso may cause adverse effects or have other properties that could delay or prevent regulatory approval or limit the scope of any approved label or market acceptance. DSUVIA may cause adverse effects or have other properties that could limit market acceptance.

Adverse events, or AEs, caused by Zalviso could cause us, other reviewing entities, clinical trial sites or regulatory authorities to interrupt, delay or halt any future FDA-required clinical trials and could result in the denial of regulatory approval. Phase 2 clinical trials we conducted with Zalviso did generate some AEs, but no serious adverse events, or SAEs, related to the trial drug. In our Phase 3 active-comparator clinical trial (IAP309), 8% of Zalviso-treated patients dropped out of the trial prematurely due to an AE (11% in the IV patient-controlled morphine group), and we observed three SAEs that were assessed as possibly or probably related to study drug (one – respiratory depression - in the Zalviso group and two – abdominal distension and ileus - in the IV patient-controlled morphine group). In our Phase 3, double-blind, placebo-controlled, abdominal surgery trial (IAP310), 6% of Zalviso-treated patients dropped out of the trial prematurely due to an AE (9% in placebo group). There were no SAEs determined to be related to study drug. In our Phase 3, double-blind, placebo-controlled, orthopedic surgery trial (IAP311), 7% of Zalviso-treated patients dropped out of the trial prematurely due to an AE (7% in placebo group). Four patients (three in the Zalviso group and one in the placebo group) experienced an SAE considered possibly or probably related to the trial drug by the investigator. The SAEs possibly or probably attributed to Zalviso were severe oxygen saturation decreased, sinus tachycardia and confusional state. In our Phase 3 multicenter, open-label study of Zalviso (IAP312), 3% of patients dropped out prematurely due to an AE. Five patients experienced treatment emergent SAEs in the IAP312 study and none of these were considered possibly or probably related to the study drug by the investigator.

In our Phase 2 DSUVIA placebo-controlled bunionectomy study (SAP202), two patients in the DSUVIA 30 mcg group (5%) discontinued treatment due to an AE. There were no SAEs deemed related to DSUVIA. In our Phase 3 placebo-controlled abdominal surgery study (SAP301), one DSUVIA-treated patient (1%) dropped out of the trial prematurely due to an AE (4% in placebo group). There were two SAEs determined to be related to study drug in the placebo-treated group and no related SAEs in the DSUVIA group. In our Phase 3 open-label, single-arm emergency room study (SAP302), no DSUVIA-treated patients dropped out of the trial prematurely due to an AE. One patient had an SAE - angina pectoris - possibly related to study drug. In our post-operative study in patients aged 40 years or older (SAP303), 3% of DSUVIA-treated patients dropped out of the trial prematurely due to an AE. There were no SAEs deemed related to study drug.

If DSUVIA or, if approved, Zalviso cause serious or unexpected side effects after receiving marketing approval, a number of potentially significant negative consequences could result, including:

			•

			regulatory authorities may withdraw their approval of the product or impose restrictions on its distribution in the form of a modified REMS program;

			•

			regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;

			•

			we may be required to change the way the product is administered or conduct additional clinical trials;

AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

			•

			we could be sued and held liable for harm caused to patients; or,

			•

			our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of DSUVIA or, if approved, Zalviso, and could substantially increase the costs of commercializing our products.”

* * *

Please contact Ruben A. Garcia at (650) 306-8252 with any questions or further comments regarding the Company’s responses to the Staff’s Comments.

Sincerely,

/s/ Raffi Asadorian

Raffi Asadorian

Chief Financial Officer

			cc:

			Raffi Asadorian, AcelRx Pharmaceuticals, Inc.

			Ruben A. Garcia, AcelRx Pharmaceuticals, Inc.

			Mark B. Weeks, Cooley LLP

			Robert W. Phillips, Cooley LLP

			David R. Ambler, Cooley LLP

AcelRx Pharmaceuticals, Inc.

351 Galveston Drive

Redwood City, CA 94063

October 25, 2019
Raffi M. Asadorian
Chief Financial Officer
ACELRX PHARMACEUTICALS INC
351 Galveston Drive
Redwood City, CA 94063
Re:ACELRX PHARMACEUTICALS INC
Form 10-K for the Fiscal Year Ended December 31, 2018
Filed March 7, 2019
File No. 001-35068
Dear Mr. Asadorian:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2018
Business
Clinical Trials, page 8
1.Please address the following regarding your disclosure of certain serious adverse events
(SAEs) experienced by patients in the clinical trials of certain product candidates:

•You disclose in a risk factor on page 34 that in the phase 3 active-comparator clinical
trial (IAP309), double-blind, placebo-controlled, orthopedic surgery trial (IAP311)
and phase 3 multi-center, open-label study (IAP312), patients experienced serious
adverse events (SAEs) that were assessed as "possibly or probably related to the
study drug." Please provide us proposed disclosure to be provided in future filings
identifying each treatment-related SAE "possibly or probably" related to Zalviso.

•Further on page 9, you disclose that in the IAP312 study “A total of 5 patients
experienced serious adverse events, but all were considered unrelated to study drug

 FirstName LastNameRaffi M. Asadorian
 Comapany NameACELRX PHARMACEUTICALS INC
 October 25, 2019 Page 2
 FirstName LastName
Raffi M. Asadorian
ACELRX PHARMACEUTICALS INC
October 25, 2019
Page 2
by investigators.”  This disclosure appears to contradict your disclosure on page 34.
Please clarify for us whether the SAEs in the IAP312 study were related or unrelated
to Zalviso.  Revise such disclosure in future filings to reconcile the apparent
contradiction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Sasha Parikh at 202-551-3627 or Kevin Vaughn at 202-551-3494 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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June 13, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Johnny Gharib

RE:

AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed June 5, 2017

File Number: 333-218506

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m. Eastern Time on Wednesday, June 14, 2017, or as soon thereafter as is practicable.

Very truly yours,

AcelRx Pharmaceuticals, Inc.

/s/ Jane Wright-Mitchell

By:         Jane Wright-Mitchell

Chief Legal Officer

cc:           Mark B. Weeks

Robert W. Phillips

Cooley llp

June 12, 2017
Vincent Angotti
Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
351 Galveston Drive
Redwood City, CA 94063
AcelRx Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed June 5, 2017
File No. 333-218506Re:
Dear Mr. Angotti:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Johnny Gharib at (202) 551-3170 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Robert W. Phillips, Esq.

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CORRESP

 June 11, 2014

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

Christina De Rosa

Bryan J. Pitko

RE:

AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-3

Filed May 19, 2014

File Number: 333-196089

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange
Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 (the “Filing”) to become effective at 4:00 p.m. Eastern Time on Thursday, June 12,
2014, or as soon thereafter as is practicable.

 In connection with this request, the undersigned registrant hereby acknowledges that:

•

should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Filing effective, it does not foreclose the Commission from taking any action with
respect to the Filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Filing effective, does not relieve the undersigned registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the Filing; and

•

the undersigned registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Very truly yours,

AcelRx Pharmaceuticals, Inc.

 /s/ Timothy E. Morris

By:

Timothy E. Morris

Chief Financial Officer

cc:

Mark B. Weeks

Cooley LLP

June 4 , 2014

Via E -mail
Richard A. King
President and Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
351 Galveston Drive
Redwood City, CA 94063

Re: AcelRx  Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed  May 1 9, 2014
  File No.  333-196089

Dear Mr. King :

We have limited our review of your  regist ration statement to the issue  we hav e addressed
in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  Where  you do not believe our comment  applies  to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After revi ewing any amendment to your registration statement and the information you
provide in response to this comment , we may have  additional comments.

Exhibit 5.1

1. We note that page 2 of the legal opinion filed as Exhibit 5.1 indicates that the opinion
“as to the Debt Securities and the Warrants constituting valid and legally binding
obligations of the Company…” is expressed “solely with respect to the laws of the
State of New York.”  As highlighted in Section II.B.1.e of the Division of
Corporation Finance Staff Legal Bulletin No. 19, counsel must also consider the law
of the jurisdiction under which the registrant is organized in order to provide the
binding obligat ion opinion.   Please revise your legal opinion to confirm that with
respect to whether the Debt Securities and Warrants constitute valid and legally
binding obligations of the Company, counsel considered the General Corporation
Law of the State of Delaware  in addition to the laws of the State of New York.
Please file such revised opinion as an exhibit to an amended registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain th at the filing includes the information the Securities Act of 193 3 and

Richard A. King
AcelRx Pharmaceuticals, Inc.
June 4, 2014
Page 2

 all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accurac y
and adequacy of the disclosures they have made.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 shou ld the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Christina De Rosa  at (202) 551 -3577 , Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Mark Weeks
 Cooley  LLP
3175 Hanover Street
Palo Alto, CA 94304

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Acceleration Request

 VIA FACSIMILE AND EDGAR

 February 4, 2011

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-4720

Attn:
Jeffrey P. Riedler

Christine Allen

Lisa Vanjoske

Dan Greenspan

Sebastian Gomez Abero

Re:
AcelRx Pharmaceuticals, Inc.

Registration Statement on Form S-1 (File No. 333-170594)

 Dear Mr. Riedler:

 Pursuant to Rule 461 under the Securities Act of 1933, as
amended (the “Act”), we, as the representative of the underwriters, hereby join AcelRx Pharmaceuticals, Inc. in requesting that the effective date of the above-referenced registration statement be accelerated to February 8, 2011, at
3:30 p.m., Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to
Rule 418(a)(7) and Rule 460 under the Act, please be advised that from January 20, 2011 through the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated January 20,
2011:

 0 to prospective underwriters;

 250 to 250 institutional investors;

 50 to 5 prospective dealers; and

25 to others.

This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

 Very truly yours,

PIPER JAFFRAY & CO.

 By: PIPER JAFFRAY & CO.

By:

/s/ Christie Christina

Christie Christina, Authorized Officer

as representative of the several underwriters

cc:
Richard A. King, AcelRx Pharmaceuticals, Inc.

Mark B. Weeks, Cooley LLP

Chadwick L. Mills, Cooley LLP

David W. Pollak, Morgan, Lewis & Bockius LLP

Albert Lung, Esq., Morgan, Lewis & Bockius LLP

CORRESP
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Acceleration Request

 ACELRX PHARMACEUTICALS, INC.

 575 Chesapeake Drive

 Redwood City, CA 94063

 (650) 216-3500

February 4, 2011

 VIA
FACSIMILE AND EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
Jeffrey P. Riedler

 Christine
Allen

 Lisa Vanjoske

 Dan Greenspan

 Sebastian Gomez Abero

Re:
AcelRx Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (File No. 333-170594)

 Dear Mr. Riedler:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate actions to cause the above-referenced Registration Statement No. 333-170594 (the “Registration Statement”) to become effective on
February 8, 2011, at 3:30 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this
request. The Registrant also hereby requests a copy of the written order verifying the effective date.

 In connection with this request, the
Registrant acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Until such time as it becomes effective, the
above-referenced Registration Statement will continue to be subject to the delaying amendment set forth therein.

 Very truly yours,

ACELRX PHARMACEUTICALS, INC.

   /s/ Richard King

Richard King

President and Chief Executive Officer

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Acceleration Request

 VIA FACSIMILE AND EDGAR

 February 1, 2011

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549-4720

Attn:
Jeffrey P. Riedler

 Christine
Allen

 Lisa Vanjoske

 Dan Greenspan

 Sebastian Gomez Abero

Re:
AcelRx Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (File No. 333-170594)

 Dear Mr. Riedler:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as the representative of the
underwriters, hereby join AcelRx Pharmaceuticals, Inc. in requesting that the effective date of the above-referenced registration statement be accelerated to February 3, 2011, at 2:00 p.m., Eastern Time, or as soon thereafter as practicable.

 In connection with this acceleration request and pursuant to Rule 418(a)(7) and Rule 460 under the Act, please be advised
that from January 20, 2011 through the date hereof, the undersigned effected the following approximate distribution of copies of the Preliminary Prospectus dated January 20, 2011:

0 to prospective underwriters;

 250 to 250 institutional investors;

 50 to 5 prospective dealers; and

25 to others.

This is to further advise you that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

 [Remainder of Page Intentionally Left Blank]

Very truly yours,

PIPER JAFFRAY & CO.

By:

PIPER JAFFRAY & CO.

By:

 /s/ Christie Christina

Christie Christina, Authorized Officer

 as representative of the several underwriters

cc:
Richard A. King, AcelRx Pharmaceuticals, Inc.

 Mark B. Weeks, Cooley LLP

 Chadwick L. Mills, Cooley LLP

David W. Pollak, Morgan, Lewis & Bockius LLP

 Albert Lung, Esq., Morgan, Lewis & Bockius LLP

 Signature Page to
Acceleration Request Letter

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Acceleration Request

 ACELRX PHARMACEUTICALS, INC.

 575 Chesapeake Drive

 Redwood City, CA 94063

 (650) 216-3500

February 1, 2011

 VIA
FACSIMILE AND EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, DC 20549

Attn:
Jeffrey P. Riedler

 Christine
Allen

 Lisa Vanjoske

 Dan Greenspan

 Sebastian Gomez Abero

Re:
AcelRx Pharmaceuticals, Inc.

 Registration Statement on Form S-1 (File No. 333-170594)

 Dear Mr. Riedler:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate actions to cause the above-referenced Registration Statement No. 333-170594 (the “Registration Statement”) to become effective on
February 3, 2011, at 2:00 p.m., Eastern Time, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Cooley LLP, confirming this
request. The Registrant also hereby requests a copy of the written order verifying the effective date.

 In connection with this request, the
Registrant acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

 Until such time as it becomes effective, the
above-referenced Registration Statement will continue to be subject to the delaying amendment set forth therein.

 Very truly yours,

ACELRX PHARMACEUTICALS, INC.

   /s/ Richard King

Richard King

President and Chief Executive Officer

December  8, 2010

Richard King
President and Chief Executive Officer
AcelRx Pharmaceuticals, Inc.
575 Chesapeake Drive
Redwood City, CA 94063
Re: AcelRx  Pharmaceuticals, Inc.
Registration Statement on Form S -1
Filed November 12, 2010
  File No. 333 -170594
 Dear  Mr. King :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by am ending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any  amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General
1. Please note that when you file a pre -effective amendment containing pricing -related
information, we may ha ve additional comments.  As you are likely aware, you must file
this amendment prior to circulating the prospectus.

2. Please note that when you file a pre -effective amendment that includes your price range,
it must be bone fide. We interpret this to mean th at your range may not exceed $2 if you
price below $20 and 10% if you price above $20.

3. Please note that where we provide examples to illustrate what we mean by our comments, they are examples and not complete lists.  If our comments are applicable to portions of the filing that we have not cited as examples, please make the appropriate changes in accordance with our comments.

Richard King
AcelRx Pharmaceuticals, Inc.
December 8, 2010
Page 2

4. Please provide us proofs of all graphic, visual or photographic information you will
provide in the printed prospectus prior to i ts use.

5. Please provide an explanation of the following terms where you first use them:

• “bioadhesive excipient”
• “high oral transmucosal uptake”

 Sufentanil Nano Tabs , page 1
6. You disclose in the last paragraph of this subsection that you have one issued patent in
Europe.  Please expand your disclosure in the Prospectus Summary section to disclose that this patent is currently subject to opposition by third parties .

 Risks Associated with Our Business, page 5
7. Please expand your bulleted list of risks to al so state that the design for the device
component of your product candidates is still under development  and may not be fully
functional or commercially viable.

 Risk Factors, page 12
 We might be unable to service our current debt…, page 14
8. Please expand your disclosure to describe the installment payment due dates, the current
interest rate on the debt and amount of the installment payments, as well as the date when
the outstanding $6.4 million will become due.

 Our product candidates may cause adverse effects… , page 16
9. Please quantify the frequency or number of AEs o bserved in your clinical studies, as
compared to the subjects treated with placebo.

 We rely on limited sources of supply…, page 19
10. Please file copies of supplier agreements as exhibits an d describe the material terms of
the agreements in your filing or, alternatively, please tell us why you are not substantially
dependent on those suppliers.

 Our design for the device component of our product candidates …, page 20
11. Please expand you discl osure in the Business section to describe the stage of
development for each of your devices.

Richard King
AcelRx Pharmaceuticals, Inc.
December 8, 2010
Page 3

 Our future success depends on our ability to retain key executives…, page 26
12. Please expand your risk factor to disclose that each of your executive officers is
employed  “at-will.”

13. This risk factor addresses two separate risks:  (1) the risk of retaining key executives and
other qualified personnel; and (2) the risk that consultant and avisors may be employeed by others and may have commitments under consulting  or advisory contracts with other
entities that may limit their availability to the company.  Please separate the disclosure of these two risks under two appropriately titled risk factors.

Business, page 66
 ARX- 01 – Acute Post -Operative Pain, page 66
14. We note that you are using data from 2002 and 2003 for the percentage of errors resulting
in patient deaths.  Please update your disclosure with more recent data.

 Sufentanil NanoTab PCA System —ARX- 01 Clinical Program, page73
15. Please describe what you m ean by the “summed pain intensity difference” when you first
use this phrase.

 Sufentanil/Triazolan NanoTab —ARX- 03 Clinical Program, page 82
16. Please describe what you mean by “Richmond Agitation -Sedation Scale” when you first
use this phrase.

Intellectu al Property, page 84
17. Please expand your disclosure to provide the expiration date of the European Patent you
hold.  Also, with respect to this European Patent and the rest of the patent applications, please disclose what these patent and p atent applicatio ns relate to.

 Executive Compensation, page 105
 Cash Bonuses, page 111
18. We note that in connection with the hiring of Messrs. King and Welch the compensation committee approved annual cash bonus targets.  To the extent these bonuses will be paid based o n the achievement of performance goals set in advance, please describe the
performance goals.  To the extent quantifiable, please quantify the performance metrics.  Alternatively, if the bonuses will be awarded at the discretion of the board and no perform ance goals were set in advance, please disclose that fact.

Richard King
AcelRx Pharmaceuticals, Inc.
December 8, 2010
Page 4

 Long -Term Equity Incentive Awards, page 111
19. Please expand your disclosure to describe and quantify, to the extent quantifiable, the
corporate milestones and financial milestones that will resu lt in the grant of an option
covering 1% of the company for Mr. King and an option covering 100,000 shares for Mr. Welch.  Please also disclose when the achievement of these milestones will be measured.

 Notes to Financial Statements, page F -8
 Note 1.  Organization and Summary of Significant Accounting Policies, page F -8
 Liability Associated with Warrants to Purchase Convertible Preferred Stock, page F -12
20. You state that “changes in the estimated fair value of the convertible preferred stock
during the period are recorded through other income…”  Based on your other disclosures it appears that you are referring to your convertible preferred stock warrants.  Please revise your disclosures to refer to the convertible preferred stock warrants or further advise us about why changes in the estimated fair value of the convertible preferred stock
during the period are recorded in operations.

Note 7.  Warrants, page F -20
21. We note the fair values disclosed for the convertible preferred stock warrants at
December 3 1, 2008 and 2009, and September 30, 2010.  The total liabilities summed
from the disclosures ($10,000+ 986,000+ 1,200,000 = $2,196,000) do not equal that stated on the balance sheet for September 30, 2010 of $2,219,000.  Please revise your disclosures such that the total convertible preferred stock warrant liabilities are consistent with the balance sheet or further advise us about why these amounts do not equal.
 22. With regards to valuing your 2010 warrants to purchase Series C convertible preferred stock, y ou disclose that you evaluated multiple potential outcomes using the intrinsic
value or Black -Scholes value with multiple scenarios, and discounted the values back to
September 30, 2010.   Aside from the scenarios disclosed, please tell us what other scenarios were simulated in your evaluation of potential outcomes to determine a value for your warrants.  Also tell us how you evaluated the various outcomes from the scenarios to arrive at your final estimate for the 2010 warrant.  Additionally, please tell u s
what accounting literature was relied upon in making your determination that using the intrinsic value was appropriate for valuing your warrants.

Note 11.  Net Loss Per Share of Common Stock, page F -32
23. Please revise your disclosures for total convert ible preferred stock warrants such that
your quantitative disclosures and qualitative disclosures at note 7 for the total convertible

Richard King
AcelRx Pharmaceuticals, Inc.
December 8, 2010
Page 5

preferred stock warrants are consistent.  For example, at Note 5 and 7 you disclose that
10,000 convertible preferred stoc k warrants were issued in 2007 (Series A), 225,000 were
issued in 2008 (Series B), and 913,056 were issued in 2009 (Series C).  This disclosure is not consistent with your disclosures at page F -32 that 923,056 convertible preferred stock
warrants were outs tanding at December 31, 2008 and 2009, and for the nine months
ended September 30, 2009 and 2010.

24. Please revise your disclosure for the total “stock options to purchase common stock” outstanding at December 31, 2009 (2,657,500) to be consistent with the “ number of
shares underlying outstanding options” at Note 10 Stock- Based Compensation
(2,662,500) or further advise us about why these amounts should be different.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are r esponsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the compa ny
acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and t he declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

Richard King
AcelRx Pharmaceuticals, Inc.
December 8, 2010
Page 6

You may contact Christine Allen  at (202) 551 -3652 or Lisa Vanjoske  at (202) 551- 3614
if you have questions regarding comments on the financial statements and related matters.  Please contact Sebastian Gomez Abero  at (202) 551- 3578 or Dan Greenspan  at (202) 551 -3623
with any other questions.
Sincerely,

 Jeffrey P. Riedler
Assistant Director
 Cc: Mark B. Weeks
Chadwick L. Mills
Cooley LLP
3000 El Camino Real
Palo Alto, CA 94306- 2155