SecProbe.io

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 CORRESP

 Wilson Sonsini Goodrich & Rosati Professional Corporation
 650 Page Mill Road Palo Alto, California 94304-1050
 O : 650.493.9300 F : 866.974.7329
 April 23, 2025
 VIA EDGAR U.S. Securities and Exchange Commission
 Division of Corporation Finance Office of Life Sciences
 100 F Street, N.E. Washington, D.C. 20549-3720
 Attention:  Lauren Hamill

 Re:
 ALX Oncology Holdings Inc.
 Registration Statement on Form S-3
 Filed March 6, 2025
 File No. 333-285620 Acceleration Request
 Requested Date:   April 24, 2025
 Requested Time:  4:05 p.m. Eastern Time, or as soon thereafter as practicable
 Ladies and Gentlemen: Pursuant to Rule 461
under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “ Company ”) hereby respectfully requests that the above referenced Registration Statement on Form S-3 (File No. 333-285620) (the “ Registration Statement ”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its
counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.
 Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini
Goodrich & Rosati, Professional Corporation, by calling Michael Coke at (650) 565-3596 or Christina Poulsen at (650) 849-3245.
 Please direct any questions or comments regarding this acceleration request to Michael Coke or Christina Poulsen.
 [ Signature Page Follows ]
 AUSTIN  BOSTON  BOULDER  BRUSSELS  HONG KONG  LONDON  LOS
ANGELES  NEW YORK  PALO ALTO SALT LAKE CITY  SAN DIEGO  SAN
FRANCISCO  SEATTLE  SHANGHAI  WASHINGTON, DC  WILMINGTON, DE

 Securities and Exchange Commission
 April 23, 2025 Page
 2

 Sincerely,

 ALX Oncology Holdings Inc.

 /s/ Harish Shantharam

 Harish Shantharam

 Chief Financial Officer

 cc:
 Jason Lettmann, ALX Oncology Holdings Inc.
 Michael Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation
 Christina Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 11, 2025

Jason Lettmann
Chief Executive Officer
ALX Oncology Holdings, Inc.
323 Allerton Avenue
South San Francisco, CA 94080

 Re: ALX Oncology Holdings, Inc.
 Registration Statement on Form S-3
 Filed March 6, 2025
 File No. 333-285620
Dear Jason Lettmann:

 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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Christina Poulsen
</TEXT>
</DOCUMENT>

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CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 650.493.6811

 September 7, 2023

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention: Joshua Gorsky

Re:

ALX Oncology Holdings Inc.

Registration Statement on Form S-3

Filed September 1, 2023

File No. 333-274314

Acceleration Request

Requested Date:

September 8, 2023

Requested Time:

4:05 p.m. Eastern Time,

or as soon thereafter as practicable

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-274314) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission.

 Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Michael E. Coke at (650) 565-3596.

Please direct any questions or comments regarding this acceleration request to Michael E. Coke at (650)
565-3596.

 [Signature Page Follows]

AUSTIN    BEIJING    BOSTON    BOULDER    BRUSSELS
  HONG KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO

SALT LAKE CITY    SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

September 7, 2023

  Page
 2

Sincerely,

ALX Oncology Holdings, Inc.

/s/ Peter Garcia

Peter Garcia

Chief Financial Officer

cc:
 Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Christina L. Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation

United States securities and exchange commission logo
September 6, 2023
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, CA 94080
Re:ALX Oncology Holdings Inc.
Registration Statement on Form S-3
Filed September 1, 2023
File No. 333-274314
Dear Jaume Pons:
            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:       Michael E. Coke

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 Wilson Sonsini Goodrich & Rosati

Professional Corporation

 650 Page Mill Road

Palo Alto, California 94304-1050

 O:
650.493.9300

 F: 650.493.6811

 May 24, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:     Daniel Crawford

Re:

ALX Oncology Holdings, Inc.

Registration Statement on Form S-3

Filed March 25, 2022, Amended on May 13, 2022

File No. 333-263863

Acceleration Request

Requested Date:

May 25, 2022

Requested Time:

4:05 p.m. Eastern Time,

or as soon thereafter as practicable

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings, Inc. (the “Company”) hereby
respectfully requests that the above-referenced Registration Statement on Form S-3 (File No. 333-263863) (the “Registration Statement”) be declared
effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the
Securities and Exchange Commission.

 Once the Registration Statement has been declared effective, please orally confirm that event with
our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, by calling Michael E. Coke at (650) 565-3596.

Please direct any questions or comments regarding this acceleration request to Michael E. Coke at (650)
565-3596.

 [Signature Page Follows]

AUSTIN        BEIJING        BOSTON
   BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW
YORK        PALO ALTO

 SAN DIEGO        SAN
FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

 Securities and Exchange Commission

May 24, 2022

 Page 2

Sincerely,

ALX Oncology Holdings, Inc.

/s/ Peter Garcia

Peter Garcia

Chief Financial Officer

cc:
 Michael E. Coke, Wilson Sonsini Goodrich & Rosati, Professional Corporation

Christina L. Poulsen, Wilson Sonsini Goodrich & Rosati, Professional Corporation

United States securities and exchange commission logo
March 29, 2022
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings, Inc.
323 Allerton Avenue
South San Francisco, CA 94080
Re:ALX Oncology Holdings, Inc.
Registration Statement on Form S-3
Filed March 25, 2022
File No. 333-263863
Dear Mr. Pons:
            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:       Michael Coke, Esq.

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CORRESP

 December 7, 2020

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, DC 20549

Attention:
 Ada Sarmento

 Christine Torney

 Lynn Dicker

 Mary Beth Breslin

Re:    ALX Oncology Holdings Inc.

Registration Statement on Form S-1 File No. 333-251171

 Ladies and Gentlemen:

 Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), we wish to advise that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary
Prospectus of ALX Oncology Holdings Inc. (the “Registrant”) dated December 7, 2020. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of
the Registrant’s common stock pursuant to the above-captioned Registration Statement, as amended (the “Registration Statement”), are promptly furnished with sufficient copies of the preliminary and final prospectus to enable
them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.

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

We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement be accelerated to 4:30 p.m. Eastern Time,
on Wednesday, December 9, 2020 or as soon thereafter as practicable.

 [signature page follows]

 Very truly yours,

JEFFERIES LLC

 CREDIT SUISSE SECURITIES (USA) LLC

PIPER SANDLER & CO.

 CANTOR FITZGERALD & CO.

 As representatives of the Underwriters

By:

Jefferies LLC

By:

 /s/ Michael Brinkman

Name: Michael Brinkman

Title: Managing Director

By:

Credit Suisse Securities (USA) LLC

By:

 /s/ Andrew Singer

Name: Andrew Singer

Title: Managing Director

By:

Piper Sandler & Co.

By:

 /s/ Chad Huber

Name: Chad Huber

Title: Managing Director

By:

Cantor Fitzgerald & Co.

By:

 /s/ Sage Kelly

Name: Sage Kelly

 Title: Senior Managing Director, Global Head

         of Investment Banking

 [Signature Page to Acceleration Request Letter]

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CORRESP

 December 7, 2020

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:

Ada Sarmento

Christine Torney

Lynn Dicker

Mary Beth Breslin

 Re:

ALX Oncology Holdings Inc.

Registration Statement on Form S-1

(File No. 333-251171)

Acceleration Request

Requested Date:

Wednesday, December 9, 2020

Requested Time:

4:30 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-251171) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or at such later time as the Company or
its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our
counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Coke at (650) 565-3596.

[Signature page follows]

 Sincerely,

 ALX ONCOLOGY HOLDINGS INC.

 /s/ Jaume Pons

 Jaume Pons, Ph.D.

 President and Chief Executive Officer

 cc (w/o enclosures):

 Peter García, ALX Oncology Holdings Inc.

 Jason Trimborn, KPMG LLP

 Dave Peinsipp, Cooley LLP

 Kristin VanderPas, Cooley LLP

 Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C.

 Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 25, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Registration Statement on Form S-1
Submitted on November 24, 2020
CIK No. 0001810182
Dear Dr. Pons:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Christina L. Poulsen

CORRESP
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Underwriter Acceleration Request

 July 14, 2020

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Life Sciences

 100 F Street,
N.E.

 Washington, DC 20549-3720

Attention:
 Ada Sarmento

 Christine Torney

 Lynn Dicker

 Mary Beth Breslin

Re:    ALX Oncology Holdings Inc.

Registration Statement on Form S-1 (File No. 333-239490)

Ladies and Gentlemen:

 Pursuant to Rule 460 of the General
Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between July 13, 2020 and the date hereof, approximately 1,505 copies of the Preliminary Prospectus dated July 13, 2020 were distributed to
prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

 We wish to
advise you that the participating underwriters have informed us that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated
to 4:00 p.m. Eastern Time, on July 16, 2020 or as soon thereafter as practicable.

 [Signature page follows]

 Very truly yours,

JEFFERIES LLC

 CREDIT SUISSE SECURITIES (USA) LLC

PIPER SANDLER & CO.

 CANTOR FITZGERALD & CO.

 As representatives of the Underwriters

By:  Jefferies LLC

 By:

/s/ Michael Brinkman

 Name: Michael Brinkman

Title: Managing Director

By:  Credit Suisse Securities (USA) LLC

By:

/s/ Andrew E. Singer

 Name: Andrew E. Singer

 Title: Managing Director

By:  Piper Sandler & Co.

By:

/s/ Chad Huber

Name: Chad Huber

Title: Managing Director

By:  Cantor Fitzgerald & Co.

By:

/s/ Sage Kelly

Name: Sage Kelly

Title: Senior Managing Director

 [Signature Page to Underwriters Acceleration Letter]

CORRESP
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Company Acceleration Request

 July 14, 2020

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E.

 Washington, DC 20549-3720

Attention:
 Ada Sarmento

 Christine Torney

 Lynn Dicker

 Mary Beth Breslin

Re:
 ALX Oncology Holdings Inc.

 Registration Statement on Form S-1

 (File No. 333-239490)

Acceleration Request

Requested Date:     Thursday, July 16, 2020

Requested Time:     4:00 P.M. Eastern Time

Ladies and Gentlemen:

 Pursuant to
Rule 461 under the Securities Act of 1933, as amended, ALX Oncology Holdings Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-l
(File No. 333-239490) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the
Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Michael Coke at (650) 565-3596.

[Signature page follows]

 Sincerely,

ALX ONCOLOGY HOLDINGS INC.

/s/ Jaume Pons

 Jaume Pons, Ph.D.

 President and Chief
Executive Officer

 Enclosures

cc (w/o enclosures):
 Peter García, ALX Oncology Holdings Inc.

 Jason Trimborn, KPMG LLP

 Brittany Bockman, KPMG LLP

 Dave Peinsipp, Cooley LLP

 Kristin VanderPas, Cooley LLP

 Michael Coke, Wilson Sonsini Goodrich & Rosati, P.C.

 Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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CORRESP

 Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

 Palo Alto, California 94304-1050

 O: 650.493.9300

F: 650.493.6811

 CONFIDENTIAL TREATMENT REQUESTED

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

FOIA Confidential Treatment Requested Pursuant to 17 C.F.R. §200.83

The entity requesting confidential treatment is:

 ALX
Oncology Holdings Inc.

 866 Malcolm Road, Suite 100

Burlingame, CA 94010

 Attention: Jaume Pons, Ph.D.

Chief Executive Officer

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[*].”

July 2, 2020

 VIA EDGAR AND OVERNIGHT
DELIVERY

 Securities and Exchange Commission

Division of Corporation Finance

 Office of Life Sciences

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:        Ada Sarmento

                        Christine
Torney

                        Lynn Dicker

                         Mary Beth
Breslin

RE:
 ALX Oncology Holdings Inc.

 Registration Statement on Form S-1

 CIK No. 0001810182; Reg. No. 333-239490

 Ladies and Gentlemen:

On behalf of our client, ALX Oncology Holdings Inc. (the “Company”), we submit this letter in response to Comment 8 of the
comments received from the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 1, 2020 (the “Comment Letter”),
relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), originally confidentially submitted in draft form to the Commission on May 5, 2020 and
filed via EDGAR on June 26, 2020.

 CONFIDENTIAL TREATMENT REQUESTED BY

ALX ONCOLOGY HOLDINGS INC.

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG
KONG    LONDON    LOS ANGELES    NEW YORK    PALO ALTO

 SAN
DIEGO    SAN FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2020

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

 Page
 2

 Because of the commercially sensitive nature of information contained herein, this submission
is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the
confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of
Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

For the convenience of the Staff, we have recited the prior comment from the Staff in italicized type and have followed the comment with the
Company’s response.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies, Significant Judgments and Estimates

Stock Based Compensation

 Determination of
the Fair Value of Common Stock, page 83

8.
 Once you have an estimated offering price or range, please explain to us how you determined the
fair value of the common stock underlying your equity issuances and the reasons for any differences between the most recent valuations of your common stock leading up to the IPO and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and beneficial conversion features.

Price Range

 To assist the Staff in its
evaluation of stock-based compensation disclosures and certain other matters, the Company advises the Staff that the Company currently anticipates an approximate pre-stock split price range of $[*] to $[*] per
share (the “Price Range”) for an initial public offering (the “IPO”) of the Company’s common stock, with a midpoint of the anticipated Price Range of approximately $[*] per share (the “Midpoint
Price”). The Company anticipates implementing a reverse stock split in connection with the IPO and will present post-stock split share numbers and per-share price information in the amendment of the
Registration Statement that includes the price range. This response letter presents all share numbers and per-share price information on the pre-stock split basis.

The Price Range has been determined based on a number of factors, including the progress of the Company’s preclinical studies and
clinical trials, other developments in the Company’s business, input received from the Company’s “testing the waters meetings,” current market conditions, including as a result of the disruptions and volatility in the market due
to the COVID-19 pandemic, and input received from Jefferies LLC, Credit Suisse Securities (USA) LLC, Piper Sandler & Co. and Cantor Fitzgerald & Co. (the “Underwriters”),
including discussions that took place on June 30, 2020 among representatives of the Company and representatives of the Underwriters.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 ALX ONCOLOGY HOLDINGS INC.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2020

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

 Page
 3

 The Price Range does not consider any discount for the current lack of liquidity for the
Company’s common stock and assumes a successful IPO with no weighting attributed to any other outcome for the Company’s business, such as remaining a privately held company or being sold in an acquisition transaction. As is typical for
IPOs, the Price Range was not derived using a formal determination of fair value, but was determined as a result of discussions among representatives of the Company and the Underwriters. During these discussions, the parties considered quantitative
factors, as well as non-quantitative factors, such as the valuations of the Company in its Series C convertible preferred stock financing; the valuations of recently completed public offerings and evaluating
those issuers’ respective stages of development as compared to the Company; current market conditions, including the volatility, disruptions and uncertainty caused by the COVID-19 pandemic and its impact
on the capital markets; recent strategic and collaboration transactions in the life sciences/biotechnology industry, including for oncology therapeutic companies such as those also targeting CD47; and the current valuations of public companies at a
similar stage of clinical development as the Company, taking into account the number of programs of those companies as compared to the Company. Prior to June 30, 2020, the Underwriters had not provided the Company with a specific estimated
price range.

 The actual bona fide price range to be included in the Registration Statement has not yet been
determined and remains subject to adjustment based on further discussions between the Company and the Underwriters, developments in the Company’s business, market conditions and other factors that are outside of the Company’s control.
However, the Company believes the actual bona fide price range will be within the Price Range. In addition, the actual bona fide price range to be included in the Registration Statement will be reflected
in an amendment to the Registration Statement that will be filed before the commencement of the road show and will comply with the Staff’s interpretation regarding the parameters of a bona fide price range.

Equity Grants and Common Stock Valuation

As stated in the Registration Statement, the Company has granted stock-based awards, consisting of stock options, to its employees, directors
and other service providers. References in this letter to the “Company” in periods prior to April 1, 2020 are to ALX Oncology Limited, an Irish private company limited by shares. On April 1, 2020, the Company effected a corporate
reorganization (the “Reorganization”) whereby ALX Oncology Holdings Inc., a newly incorporated Delaware corporation, was formed and became the parent entity of ALX Oncology Limited, and the shareholders, warrantholders and
optionholders of ALX Oncology Limited became stockholders, warrantholders and optionholders holding the same number of shares, warrants and/or options in ALX Oncology Holdings Inc. as they did in ALX Oncology Limited immediately prior to the
reorganization. These shares, warrants and options of ALX Oncology Holdings Inc. were issued at the same respective fair market values at which the corresponding shares, warrants and options of ALX Oncology Limited were originally issued.

The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all stock-based payments made to
employees, directors and non-employees based on estimated grant-date fair values and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of
the respective award. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 ALX ONCOLOGY HOLDINGS INC.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2020

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

 Page
 4

 The Registration Statement describes the Company’s use of the Black-Scholes
option-pricing model (“Black-Scholes”) for the purpose of calculating the estimated grant date fair value of the stock options. The Company’s board of directors (the “Board”), with input from management,
determined the estimated fair value per share of the Company’s common stock for financial reporting purposes to be as follows:

 Valuation Date

Date of Underlying
Valuation Report

Estimated Fair Value
Per Share
of Common Stock

Valuation
Method

 April 15, 2019

September 27, 2019

$
 0.29

OPM

 February 10, 2020

March 13, 2020

$
 0.62

Hybrid OPM/PWERM

 April 1, 2020

April 22, 2020

$
 0.73

Hybrid OPM/PWERM

 May 18, 2020

June 2, 2020

$
 0.85

Hybrid OPM/PWERM

 June 15, 2020

June 23, 2020

$
 1.07

Hybrid OPM/PWERM

 These estimated fair values per share of common stock were determined after considering valuation reports from
an independent third-party valuation firm as well as other objective and subjective factors as appropriate, including the progress of the Company’s preclinical studies and clinical trials; the Company’s stage of development and programs;
the Company’s cash burn and cash balances; the value of public companies with similar profiles to the Company; the issuance of preferred stock and the rights, preferences and privileges of preferred stock as compared to common stock; the need
for and market related to additional private financings, such as preferred stock financings; the likelihood of achieving a liquidity event, including an IPO; and the other factors described below. A discussion of each valuation and equity grant
since January 1, 2019, along with a comparison of the estimated fair value of the Company’s common stock to the Midpoint Price is set forth below.

 CONFIDENTIAL TREATMENT
REQUESTED BY

 ALX ONCOLOGY HOLDINGS INC.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2020

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

 Page
 5

 The following table sets forth all equity awards made by the Company from January 1,
2019 to the present:

 Grant date

Type of
award

Number of
shares

Exercise price
of options per
share

Estimated fair value
of common stock per
share on grant date
(utilized for ASC
718
calculation)

 May 29, 2019

Options

389,746

$
 0.29

$
 0.29

 September 12, 2019

Options

1,860,054

$
 0.29

$
 0.29

 March 9, 2020

Options

13,274,000

$
 0.62

$
 0.62

 April 27, 2020

Options

2,780,000

$
 0.73

$
 0.73

 April 30, 2020

Options

575,000

$
 0.73

$
 0.73

 May 8, 2020

Options

220,000

$
 0.73

$
 0.73

 June 3, 2020

Options

575,000

$
 0.85

$
 0.85

 June 12, 2020

Options

285,000

$
 0.85

$
 0.85

 April 15, 2019 Valuation

In preparing the April 15, 2019 valuation (reflected in the report issued on September 27, 2019), the Company determined its
enterprise value using the option pricing method (“OPM”) “back solve” method. The resulting estimated fair value of the Company’s common stock was $0.29 per share on a
non-marketable, minority basis.

 In an OPM framework, the “back-solve” method determines
the fair value of the Company’s preferred stock and common stock. The back-solve method derives the implied equity value of the Company from a transaction involving the Company’s preferred securities on an arm’s length basis. The
Company used assumptions including the expected time to liquidity, risk-free rate and volatility and then solving for the value of such equity such that the value for the most recent financing equals the amount paid. The method was selected as it
was concluded that the Company’s Series B convertible preferred stock financing, which was in the process of closing as of the valuation date, was a reasonable indication of value as it was considered to be an arm’s length transaction
negotiated by sophisticated investors and the financing terms were fairly negotiated and reasonably reflected the expected economics for the Company going forward. In May 2019, the Company issued and sold an aggregate of 6,690,729 shares of Series B
convertible preferred stock at a purchase price of $1.4432 per share for aggregate gross proceeds of approximately $9.6 million.

 The
Series B convertible preferred stock per share price of $1.4432 was then “back solved” to the capitalization of the Company to arrive at the per share fair market value of the Company’s common stock using the Black-Scholes method as
described in the Registration Statement. For the April 15, 2019 valuation, the Company used:

•

 an implied equity value of approximately $[*];

 CONFIDENTIAL TREATMENT
REQUESTED BY

 ALX ONCOLOGY HOLDINGS INC.

Securities and Exchange Commission

CONFIDENTIAL TREATMENT REQUESTED

July 2, 2020

BY ALX ONCOLOGY HOLDINGS INC.: ALXO-002

 Page
 6

•

 a probability-weighted time to exit of 1.5 years after accounting for the Company’s approximation of the
time it would take the Company to reach an IPO or merger and acquisition (“M&A”) event;

•

 a risk-free interest rate of 2.4% based on the yield of 2.0-year U.S.
Treasury bonds as of April 15, 2019, a maturity which closely approximated the forecasted liquidity horizon of the Company; and

•

 an estimate for expected volatility of 80.0% based on an analysis of the historical volatility of guideline
public companies and factors specific to the Company.

 A discount for lack of marketability (“DLOM”) of
40.0% was then applied to account for the lack of an active trading market in the Company’s securities.

 Analysis of May 29,
2019 and September 12, 2019 Grants

 At May 29, 2019 and September 12, 2019, the Board determined that the estimated fair
value of the Company’s common stock was $0.29 per share in consideration of the valuation analysis as of April 15, 2019 and other objective and subjective factors as appropriate, including: the timing of the initiation and the results of
the Company’s ongoing and planned future clinical trials; uncertainty as to when the Company would initiate or complete an IPO or M&A event, if at all; and the overall health of the economy and life sciences/biotechnology sectors in
general, but offset by considerations related to increased volatility and recent performance of public healthcare stocks relative to the broader market (due to, among other things, recent U.S. political discourse surrounding Medicare,

CORRESP
1
filename1.htm

CORRESP

 650 Page Mill Road

Palo Alto, CA 94304-1050

PHONE 650.493.9300

FAX 650.493.6811

www.wsgr.com

 June 26, 2020

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Life
Sciences

 100 F Street, N.E.

 Washington, D.C. 20549-3720

Attention:
 Ada Sarmento

 Christine Torney

 Lynn Dicker

 Mary Beth Breslin

Re:
 ALX Oncology Holdings Inc.

 Amendment No. 1 to Draft Registration Statement on Form S-1

 Confidentially Submitted June 12, 2020

 CIK No. 0001810182

Ladies and Gentlemen:

 On behalf of our client,
ALX Oncology Holdings Inc. (the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in
its letter dated June 24, 2020 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Draft Registration Statement on Form S-1 (“Amendment
No. 1”). In response to the comments set forth in the Comment Letter, the Company has revised Amendment No. 1 and is concurrently filing via EDGAR this letter and a Registration Statement on Form S-1 (the “Registration Statement”).

 In this letter, we have recited the comments from
the Staff in italicized, bold type and have followed each comment with the Company’s response. Except for the page references contained in the comments of the Staff, or as otherwise specifically indicated, page references herein correspond to
the page numbers of the Registration Statement.

 Amendment No 1. Draft Registration Statement on Form S-1
Confidentially Submitted on June 12, 2020

 Prospectus Summary, page 1

1.
 We note your revisions in response to prior comment 1; however, you continue to make reference throughout
your filing to “promising clinical data” and “promising levels of anti-tumor activity.” As safety and efficacy determinations are solely within the FDA’s authority and they

AUSTIN    BEIJING    BOSTON    BRUSSELS    HONG
KONG    LONDON    LOS ANGELES    NEW YORK

PALO ALTO    SAN DIEGO    SAN
FRANCISCO    SEATTLE    SHANGHAI    WASHINGTON, DC    WILMINGTON, DE

 Securities and Exchange Commission

June 26, 2020

  Page
 2

continue to be evaluated throughout all phases of clinical trials, please remove these references. In the Business section, you may present objective data resulting from your trials without
including conclusions related to efficacy.

 In response to the Staff’s comment, the Company has revised its
disclosure on pages 3, 92, 103 and 105 of the Registration Statement.

 Pipeline, page 2

2.
 We note your response to prior comment 3 that you have not shortened the arrows representing progress in
Phase 1 trials for ALX148 in combination with pembrolizumab and trastuzumab for solid tumor indications. It appears from the narrative description of combination trials on pages 104-108 that Phase 1 trials are
ongoing. Please revise the tabular or narrative description, as appropriate, to clarify the precise status of the combination trials, or explain why the arrows in this section of the pipeline chart appropriately reflect the status of combination
Phase 1 trials as completed.

 In response to the Staff’s comment, the Company has revised its disclosure on
pages 105-109 of the Registration Statement to clarify that the Phase 1 trials for ALX148 in combination with pembrolizumab for first-line treatment of head and neck squamous cell carcinoma and trastuzumab for
second-line treatment of human epidermal growth factor receptor 2-positive gastric/gastroesophageal junction carcinoma have been completed and the Company has presented final results at the 2020 American
Society of Clinical Oncology, Virtual Scientific Program. The final results from these Phase 1 trials are summarized on pages 107 and 109 of the Registration Statement.

Our Strategy, page 3

3.
 We note your revised disclosure in response to our prior comment 4. Please revise to make it clear here
and in the Business section that there can be no assurance that your intended approach to leverage data from ALX148 trials in one indication will be sufficient for accelerated approval of ALX148 in other indications.

In response to the Staff’s comment, the Company has revised its disclosure on pages 4 and 93 of the Registration Statement.

License and Collaboration Agreements, page 82

4.
 We note your response to our prior comment 7 regarding the aggregate future potential milestone payments
to be made for the agreements with The Board of Trustees of the Leland Stanford Junior University and Selexis SA. Material information must be disclosed, even if that information could be considered commercially sensitive. Accordingly, please revise
to provide the aggregate future milestone payments for each agreement.

 In response to the Staff’s comment,
the Company has revised its disclosure on pages 84, 111, F-30, F-50 and F-51 of the Registration Statement.

 Securities and Exchange Commission

June 26, 2020

  Page
 3

 Financial Statements

Consolidated Balance Sheets as of December 31, 2018 and 2019, page F-6

5.
 Please revise to remove your pro forma shareholders’ equity as of December 31, 2019. Refer to
Rule 11-02(c)(1) of Regulation S-X.

In response to the Staff’s comment, the Company has revised its disclosure on page F-6 of the
Registration Statement.

 * * * *

 Securities and Exchange Commission

June 26, 2020

  Page
 4

 Please direct any questions with respect to this letter and the responses set forth above to
me at (650) 565-3596 or mcoke@wsgr.com or Christina Poulsen at (650) 849-3245 or cpoulsen@wsgr.com.

Sincerely,

 WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ Michael E. Coke

Michael E. Coke

cc:
 Jaume Pons, Ph.D., ALX Oncology Holdings Inc.

 Peter Garcia, ALX Oncology Holdings Inc.

 Jason Trimborn, KPMG LLP

 Brittany Bockman, KPMG LLP

 Dave Peinsipp, Cooley LLP

 Kristin E. VanderPas, Cooley LLP

 Christina Poulsen, Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
June 24, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 12, 2020
CIK No. 0001810182
Dear Dr. Pons:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note your revisions in response to prior comment 1; however, you continue to make
reference throughout your filing to "promising clinical data" and "promising levels of anti-
tumor activity."  As safety and efficacy determinations are solely within the FDA's
authority and they continue to be evaluated throughout all phases of clinical trials, please
remove these references. In the Business section, you may present objective data resulting
from your trials without including conclusions related to efficacy.

 FirstName LastNameJaume Pons, Ph.D.
 Comapany NameALX Oncology Holdings Inc.
 June 24, 2020 Page 2
 FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 24, 2020
Page 2
Pipeline, page 2
2.We note your response to prior comment 3 that you have not shortened the arrows
representing progress in Phase 1 trials for ALX148 in combination with pembrolizumab
and trastuzumab for solid tumor indications. It appears from the narrative description of
combination trials on pages 104-108 that Phase 1 trials are ongoing. Please revise the
tabular or narrative description, as appropriate, to clarify the precise status of the
combination trials, or explain why the arrows in this section of the pipeline chart
appropriately reflect the status of combination Phase 1 trials as completed.
Our Strategy, page 3
3.We note your revised disclosure in response to our prior comment 4. Please revise to
make it clear here and in the Business section that there can be no assurance that your
intended approach to leverage data from ALX148 trials in one indication will be sufficient
for accelerated approval of ALX148 in other indications.
License and Collaboration Agreements, page 82
4.We note your response to our prior comment 7 regarding the aggregate future potential
milestone payments to be made for the agreements with The Board of Trustees of the
Leland Stanford Junior University and Selexis SA. Material information must be
disclosed, even if that information could be considered commercially sensitive.
Accordingly, please revise to provide the aggregate future milestone payments for each
agreement.
Financial Statements
Consolidated Balance Sheets as of December 31, 2018 and 2019, page F-6
5.Please revise to remove your pro forma shareholders’ equity as of December 31, 2019.
Refer to Rule 11-02(c)(1) of Regulation S-X.
            You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael E. Coke, Esq.

United States securities and exchange commission logo
June 1, 2020
Jaume Pons, Ph.D.
Chief Executive Officer
ALX Oncology Holdings Inc.
866 Malcolm Road, Suite 100
Burlingame, California 94010
Re:ALX Oncology Holdings Inc.
Draft Registration Statement on Form S-1
Submitted May 5, 2020
CIK No. 0001810182
Dear Dr. Pons:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note statements in this section and in the Business section regarding the efficacy
and safety of your product candidates. We further note statements that your product
candidates have "demonstrated promising clinical activity" and "promising levels of
activity and safety." Efficacy and safety are determinations that are solely within the
authority of the FDA or similar foreign regulators. You may present clinical trial end
points and objective data resulting from trials without concluding efficacy, and you may
state that your product candidates are well tolerated if true.  Please revise these statements
accordingly.

 FirstName LastNameJaume Pons, Ph.D.
 Comapany NameALX Oncology Holdings Inc.
 June 1, 2020 Page 2
 FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 2
2.Please revise your statements here and elsewhere in the prospectus that ALX148 has the
potential to become a "cornerstone" or "backbone" of future combination treatments in
oncology.  Please also revise your statements in the Business section that ALX is a "first-
in-class" fusion protein and could become the cornerstone of a "best-in-class" treatment
option.  These statements imply an expectation of regulatory approval and are
inappropriate given the length of time and uncertainty with respect to securing marketing
approval.
Pipeline, page 2
3.It appears from your disclosure that the Phase 1 trials of ALX148 in combination with
pembrolizumab, trastuzumab and rituximab are ongoing and have not been completed.
Accordingly, please shorten the arrows in your pipeline table to reflect the current stage of
development.  Also, please clarify what you mean by "IND" in the first column header.
For example, does this column reflect the completion of IND-enabling studies, or the
submission of an IND?
Our Strategy, page 3
4.We note your disclosure that your strategy is to pursue "fast to market trials" for ALX148.
Please revise this statement and any similar disclosure to remove any implication that you
will be successful in commercializing your product candidates in a rapid or accelerated
manner as such statements are speculative.
Risks Associated with Our Business, page 4
5.We note your disclosure that you will require substantial additional capital to finance your
operations.  Please revise to disclose that your current loan agreement restricts your ability
to incur additional indebtedness without the consent of the lenders as discussed on page
12.
Implications of Being an Emerging Growth Company, page 5
6.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
License and Collaboration Agreements, page 79
7.Please revise to disclose the aggregate future potential milestone payments to be made for
the agreements with The Board of Trustees of the Leland Stanford Junior University and
Selexis SA and when the royalty term is currently expected to expire for all three of the
agreements in this section.

 FirstName LastNameJaume Pons, Ph.D.
 Comapany NameALX Oncology Holdings Inc.
 June 1, 2020 Page 3
 FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation
Determination of the Fair Value of Common Stock, page 83
8.Once you have an estimated offering price or range, please explain to us how you
determined the fair value of the common stock underlying your equity issuances and the
reasons for any differences between the most recent valuations of your common stock
leading up to the IPO and the estimated offering price. This information will help facilitate
our review of your accounting for equity issuances including stock compensation and
beneficial conversion features.
CD47 Scientific Background, page 89
9.Please revise to indicate what NK-AML stands for in the chart on page 90.
Clinical Development of ALX148 in Hematologic Malignancies, page 97
10.We note the references to "response evaluable" subjects in this section.  Please disclose
the number of subjects in the trial where the response was not evaluable and the reasons it
was not evaluable.
Licensing and Intellectual Property, page 104
11.With respect to your owned patents and patent applications, please revise to specify the
product candidates or technologies to which such patents relate, the type of patent
protection that you have, the expiration dates and the material non-U.S. jurisdictions.
Please also specify the type of patent protection for the licensed patents from Leland
Stanford Junior University.
12.We note your disclosure regarding a revoked European patent owned by University
Health Network and The Hospital for Sick Children that may encompass certain therapies
for the treatment of cancer using polypeptides comprising soluble human SIRPa, or a
CD47-binding fragment thereof.  Please revise to disclose what effect, if any, you expect
this revoked European patent to have on your patent portfolio and your business.
Non-Employee Directors, page 119
13.Please revise to ensure that you have disclosed the principal occupations and employment
for Director Walmsley over the last five years.  Refer to Item 401(e) of Regulation S-K for
guidance.
Certain Relationships and Related-Party Transactions, page 132
14.Please file the agreements with venBio and Tollnine described in this section as exhibits
to the registration statement, or tell us why you do not believe it is required.

 FirstName LastNameJaume Pons, Ph.D.
 Comapany NameALX Oncology Holdings Inc.
 June 1, 2020 Page 4
 FirstName LastName
Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 4
            You may contact Christine Torney at 202-551-3652 or Lynn Dicker at 202-551-3616 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael E. Coke, Esq.