October 31, 2019

Vuong Trieu, Ph.D.
Chief Executive Officer
Mateon Therapeutics, Inc.
23937 Agoura Road, Suite 107
Agoura Hills, CA 91301

       Re: Mateon Therapeutics, Inc.
           Preliminary Proxy Statement on Schedule 14A
           Filed October 18, 2019
           File No. 000-21990

Dear Dr. Trieu:

       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.

Preliminary Proxy Statement on Schedule 14A filed October 18, 2019

Background of the Corporate Actions, page 4

1.    Please revise the Background section to explain the terms of your April
2019 merger with
      Oncotelic, Inc. and your August 2019 merger agreement with PointR Data,
Inc. Discuss
      the relationship these mergers have to Corporate Action No. 3 and No. 4,
particularly as it
      relates to your capitalization. In this regard, we note that your merger
agreement
      with Oncotelic contains a covenant requiring you to submit the actions
embodied in
      Corporate Action No. 3 and No. 4 to shareholders and that approval of
either of these
      proposals would or could result in the automatic conversion of the
preferred stock merger
      consideration into Oncotelic common stock. With respect to the PointR
Data merger
      agreement, please disclose, if true, that you do not presently have
sufficient common stock
      available for issuance under your charter to permit issuance of the
common stock
      necessary to close all three tranches. Also, explain whether shareholders
had, or will
      have, a separate opportunity to vote upon either of the two merger
transactions.
 Vuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
October 31, 2019
Page 2
2.       Revise to discuss the status of the May 14, 2019 action by written
consent of stockholders
         and your April and June preliminary information statement filings, and
explain their
         relationship to the current proxy statement.
Corporate Action No. 3: Approval of the Reverse Split
Principal Reasons for Reverse Split, page 8

3.       We note that the reverse split is intended to result in a higher per
share trading price of
         your common stock and to help you meet the minimum trading price for
up-listing to the
         NASDAQ Capital Market. Please expand your disclosure to disclose the
risks associated
         with the reverse split, including, but not limited to, the possibility
that the reverse split
         might not proportionately increase the trading price of your Common
Stock, the total
         market value of your company might be lower following the reverse
split, the trading
         market of your common stock could become less liquid, and the common
stock might not
         meet the initial listing requirements for the NASDAQ Capital Market.
Effect of Reverse Split, page 8

4.       Your disclosure on page 9 indicates that you do not currently "intend"
to issue fractional
         shares in connection with the Reverse Split and that the Board may
elect to either (a) pay
         cash in lieu of fractional shares, or (b) round up to the next whole
number. Please
         reconcile these disclosures with your proposed Amended and Restated
charter (Exhibit A)
         which indicates that "no fractional share of Common Stock shall be
issued as a result of
         the Reverse Stock Split" and that shareholders will be entitled to
cash payment.
5.       Please expand your disclosure to discuss the potential negative
effects to shareholders of
         the reverse split and the recapitalization, including anti-takeover
effects. Refer to the
         Instruction 2 to Item 19 of Schedule 14A and Release No. 15230
(October 13, 1978).
Corporate Action No. 4: Approval of Recapitalization, page 11

6.       With reference to comment 1 above, revise the proxy statement to
provide the disclosures
         required by Items 11 and 13(a) of Schedule 14A, including financial
statements for
         Oncotelic, Inc. and PointR Data pursuant to rules 8-04 and 8-05 of
Regulation S-X. For
         additional guidance, refer to Note A of Schedule 14A.
7.     Please revise your disclosure on page 11 to indicate whether you have
current plans,
FirstName LastNameVuong Trieu, Ph.D.
       agreements or arrangements, whether written or oral, to issue any of the
newly authorized
Comapany NameMateon be available. In this regard, we note the Financing
Transaction
       shares that would Therapeutics, Inc.
October 31, 2019contained in the PointR Data merger agreement.
       condition Page 2
FirstName LastName
 Vuong Trieu, Ph.D.
FirstName LastNameVuong Trieu, Ph.D.
Mateon Therapeutics, Inc.
Comapany NameMateon Therapeutics, Inc.
October 31, 2019
Page 3
October 31, 2019 Page 3
FirstName LastName
Corporate Action No. 5: Adoption of Amended and Restated Certificate of
Incorporation , page
12

8.       Your disclosure indicates that your Amended and Restated Certificate
of Incorporation
         "includes" an exclusive forum provision. Please revise to clarify
whether this exclusive
         forum provision is a new or amended charter provision. As applicable,
expand your
         disclosure to explain the general effect of such an amendment to your
shareholders
         pursuant to Item 19 of Schedule 14A. In addition, tell us, and revise,
as applicable, to
         indicate whether any other charter provisions (other than those
covered by Proposals 2
         through 4) constitute new or amended charter provisions. Finally,
please revise the
         description of Corporate Action No. 5 on your form of consent card to
include the
         exclusive forum provision in the list of items adopted pursuant to the
Amended and
         Restated Certificate of Incorporation.
9.       Your disclosure indicates that the exclusive forum provision does not
apply to actions
         arising out of a violation of the Securities Act of 1933, as amended,
or the Securities
         Exchange Act of 1934, as amended. Please revise your Amended and
Restated Certificate
         of Incorporation to include this same statement or, alternatively,
confirm to us that you
         will include this statement in future Exchange Act reports.
        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 or Joseph McCann at
202-551-6262 with any
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:      James A. Mercer III, Esq.