SecProbe.io

CORRESP
1
filename1.htm

April
13, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
DC 20549

Attention:
Irene Paik and Joseph McCann

    Re:
    Mateon
        Therapeutics, Inc.

        Amendment
        No. 1 to Preliminary Proxy Statement on Schedule 14A

        Filed
        November 18, 2019

        File
        No. 001-21990

Dear
Ms. Paik and Mr. McCann:

On
behalf of Mateon Therapeutics, Inc. (the “Company”), please find below the response to the comment issued by
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) contained in the Staff’s letter dated November 22, 2019 (the “Comment Letter”),
concerning the Company’s Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A filed with the Commission on November
18, 2019 (the “Amendment No. 1 to Preliminary Proxy Statement”). In addition, the Company is filing herewith
a revised Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A (the “Amendment No. 2 to Preliminary Proxy Statement”)
to reflect amendments to the Preliminary Proxy Statement that address the Staff’s comment contained in the Comment Letter,
as well as to supplement certain disclosures in the Preliminary Proxy Statement.

For
your convenience, the Company has included the text of the Staff’s comment preceding the its response. Set forth below is
the Company’s response to the comment presented in the Comment Letter:

Amendment
No. 1 to Preliminary Proxy Statement on Schedule 14A

Proposal
No. 4, page 13

 1. We
                                         note your revisions in response to our prior comment 7. To the extent the Financing Transaction
                                         condition contained in the PointR Data merger agreement is still applicable, please disclose
                                         this condition where appropriate in your proxy statement. With reference to Item 11(c)
                                         and (d) of Schedule 14A, please also expand your disclosure concerning Corporate Action
                                         No. 4 to discuss the effects of the recapitalization and potential issuances of newly
                                         authorized common stock. In this regard, please quantify the number common shares presently
                                         outstanding as compared to the number of common shares outstanding following the proposed
                                         recapitalization.

Response

In
response to the Staff’s comment, we have expanded our disclosure regarding the PointR Data merger agreement in the section
captioned “Merger with PointR Data, Inc.” to include, among other things, the waiver of the Financing Transaction
condition as a condition to the mergers. We have also revised our disclosure in the section captioned “Effects of the Capital
Increase” regarding Corporate Action No. 4 to discuss the effects of the recapitalization and potential issuances of newly
authorized common stock, including quantification of the number of shares currently outstanding as compared the potential number
of shares outstanding following the proposed recapitalization.

The
Company has confirmed that it is responsible for the accuracy and adequacy of the disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

    Respectfully
submitted,

    /s/
    Daniel W. Rumsey

    Daniel
    W. Rumsey, Esq.

    Disclosure
    Law Group

    cc:
    Vuong Trieu, Ph.D.,

    Chief
Executive Officer of the Company