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 March 24, 2025

Marc H. Hedrick
President and Chief Executive Officer
Plus Therapeutics, Inc.
2710 Reed Rd, Suite 160
Houston, TX 77051

 Re: Plus Therapeutics, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed March 14, 2025
 File No. 001-34375
Dear Marc H. Hedrick:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
General

1. We note your references in your preliminary proxy statement to an
"alternative
 cashless exercise" feature in the Series B Warrants. The term "cashless
exercise" is
 generally understood to allow a warrant holder to exercise a warrant
without paying
 cash for the exercise price and reducing the number of shares receivable
by the holder
 by an amount equal in value to the aggregate exercise price the holder
would
 otherwise pay to exercise the warrant(s). In cashless exercises, it is
expected that the
 warrant holder receives fewer shares than they would if they opted to
pay the exercise
 price in cash. Please clarify your disclosure throughout by revising the
references to
 "alternative cashless exercise" and exclusively using the term "zero
exercise price" or
 another appropriate term that conveys that, in addition to the company
receiving no
 cash upon the "alternative cashless exercise," the warrant holders would
be entitled to
 receive more shares than they would under the cash exercise terms or the
cashless
 exercise terms of the warrants.
 March 24, 2025
Page 2
2. We note your disclosure on page 16 that if stockholders approve the
Issuance
 Proposal, assuming the full exercise of the Warrants at the floor price
of $0.132, and
 assuming the Series B Warrants are exercised on an alternative cashless
exercise
 basis, an aggregate of approximately 1,542,317,700 additional shares of
common
 stock will be issued and the ownership interest of your existing
stockholders would be
 correspondingly reduced. In each instance in your proxy statement where
you describe
 Proposal 2, which is asking stockholders to approve the issuance of the
common stock
 underlying such warrants, please clarify the total number of Series A
and Series B
 warrants that were issued and the total number of common stock that may
be issuable
 upon the exercise of those warrants, using the assumptions you disclose
on page 16.
3. We note your disclosure on page 13 that your Series A Warrants and
Series B
 Warrants are subject to a reset provision that may increase
the number of shares of
 Common Stock underlying each Warrant. Please revise your disclosure to
 prominently disclose the material terms and conditions of the reset
provision and
 explain the potential additional dilution upon the reset.

 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 or Jason Drory at
202-551-8342
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: William Intner, Esq.
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