, 2018

TO OUR STOCKHOLDERS:

You are cordially invited to attend the 2018 annual meeting of stockholders of Mateon Therapeutics, Inc., to be held at 10:00 a.m., local time, on Wednesday, June 20, 2018, at the offices of our counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 44 Montgomery Street, 36th Floor, San Francisco, California 94104.

Details regarding the meeting, the business to be conducted at the meeting, and information about Mateon Therapeutics, Inc. that you should consider when you vote your shares are described in this proxy statement.

At the annual meeting, five persons will be elected to our Board of Directors. In addition, we will ask stockholders to approve the amended and restated Mateon Therapeutics, Inc. 2015 Equity Incentive Plan, to approve a proposed amendment to our Restated Certificate of Incorporation to increase the number of our authorized shares of common stock, and to ratify the selection of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2018. The Board of Directors recommends the approval of each of the proposals. Such other business will be transacted as may properly come before the annual meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to stockholders over the Internet, we have elected to deliver our proxy materials to the majority of our stockholders over the Internet. This delivery process allows us to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On approximately May 7, 2018, we will begin sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2018 Annual Meeting of Stockholders and our 2017 annual report to stockholders. The Notice also provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of the proxy materials by mail.

We hope you will be able to attend the annual meeting. Whether you plan to attend the annual meeting or not, it is important that you cast your vote either in person or by proxy. You may vote over the Internet as well as by telephone or by mail. When you have finished reading the proxy statement, you are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

Thank you for your continued support of Mateon Therapeutics, Inc. We look forward to seeing you at the annual meeting.

701 GATEWAY BOULEVARD, SUITE 210

SOUTH SAN FRANCISCO, CALIFORNIA 94080

NOTICE OF ANNUAL MEETING OF STOCKHOLDERSCONSENT SOLICITATION

TO BE HELD ON JUNE 20, 2018

TO OUR STOCKHOLDERS:

Please take notice that the 2018 annual meeting of stockholders (the “Annual Meeting”) of Mateon Therapeutics, Inc., a Delaware corporation will be held on Wednesday, June 20, 2018, at 10:00 a.m.(the “Company”), local time, atis soliciting your consent (the “Consent Solicitation”) and furnishing the offices of the Company’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 44 Montgomery Street, 36th Floor, San Francisco, California 94104, for the following purposes:

1. To elect five membersaccompanying Consent Solicitation Statement (the “Consent Solicitation Statement”) to the Board of Directors to hold office until the 2019 annual meeting of stockholders or until their successors are duly elected and qualified;

2. To approve the amended and restated Mateon Therapeutics, Inc. 2015 Equity Incentive Plan, which includes an increase in the numberholders (“Stockholders”) of shares available for the grant of awards from 4,725,781 shares to 7,250,000 shares;

3. To approve a proposed amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares ofits common stock, par value $0.01 per share from 70,000,000(“Common Stock”) and Series A Convertible Preferred Stock, par value $0.01 per share (“Preferred Stock”) to 150,000,000;approve the following actions (collectively, the “Corporate Actions”):

4. To ratify

Vuong Trieu (continuing)

William D. Schwieterman (continuing)

Steven W. King (new)

Anthony E. Maida III (new);

In order to save the appointmentexpense associated with holding a special meeting of OUM & Co. LLP asour Stockholders, the Company’s independent registered public accounting firm for the year ending December 31, 2018; and

5. To transact such other business as may be properly brought before the Annual Meeting and any adjournments thereof.

The Board of Directors recommendshas elected to seek your written consent (“Written Consent”) as a vote “for”Stockholder in accordance with Section 228 of the election of each director nominee and a “for” vote forDelaware General Corporation Law to approve the second, third and fourth proposals listed above.Corporate Actions.

The

Our Board of Directors has fixed the close of business on April 30, 2018,[●], 2019 as the record date (the “Record Date”) for the determinationConsent Solicitation. Only Stockholders of stockholdersrecord of our Common Stock and Preferred Stock at the close of business on that date are entitled to notice of and to vote at the Annual Meeting and at any adjournments thereof. You may vote if you were a record holder of Mateon shares at the close of business on this date. A list of stockholders of record will be available at the meeting and, during the 10 days priorprovide consent to the Corporate Actions as set forth in this Notice of Consent Solicitation.

This Notice of Consent Solicitation is being issued by the Company and is intended to be mailed on or about [●], 2019. We are not holding a meeting atof Stockholders in connection with this Consent Solicitation. The Consent Solicitation Statement on the following pages further describes the Corporate Actions being presented to our principal executive offices located at 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080.

All stockholders are cordially invited to attend the Annual Meeting. Whether you plan to attend the Annual Meeting or not, it is importantStockholders for consent. Our Board of Directors recommends that you cast your vote either in person orconsent to the approval of the Corporate Actions by proxy. When you have finished readingmarking the proxy statement, we urge youbox entitled “FOR” and return the consent, which is attached asAnnex A to vote by following the instructionsConsent Solicitation Statement, in the Notice of Internet Availability of Proxy Materials that you previously received and submitting your proxyenclosed envelope (or by the Internet, telephone or mail in order to ensurevia the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the meeting.Internet) as soon as possible.

May 7, 2018

TABLE OF CONTENTS

PRELIMINARY COPIES FILED PURSUANT TO RULE14a-6(a)

PROXY STATEMENT FOR THE MATEON THERAPEUTICS, INC.

2018 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON23937 Agoura Road, Suite 107

JUNE 20, 2018Agoura Hills, CA 91301

This proxy statement, along with the accompanying notice of the 2018 annual meeting of stockholders (the “Annual Meeting”) of Mateon Therapeutics, Inc., contains information about the Annual Meeting, including any adjournments or postponements of the Annual Meeting. We are holding the Annual Meeting at 10:00 a.m., local time, on Wednesday, June 20, 2018, at the offices of the Company’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 44 Montgomery Street, 36th Floor, San Francisco, California 94104.

CONSENT SOLICITATION STATEMENT

In this proxy statement,Consent Solicitation Statement, we refer to Mateon Therapeutics, Inc., a Delaware corporation, as “Mateon,the “Company,” “the Company,“we,” “we,“us,” “our” and “us.or “our.”

This proxy statement relates to the solicitation of proxies by our

Our Board of Directors for use at the Annual Meeting.

On or about May 7, 2018, we will begin sending the Important Notice Regarding the Availability(the “Board”) is furnishing this Consent Solicitation Statement to holders (“Stockholders”) of Proxy Materials to all stockholders entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 20, 2018

This proxy statement and our 2017 annual report to stockholders are being mailed to all stockholders of record. For stockholders that hold their shares in a brokerage account (also called “street name” stockholders), this proxy statement and our 2017 annual report to stockholders are available for viewing, printing and downloading at www.proxyvote.com. To view these materials, please have your16-digit control number(s) available that appears on your Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

Additionally, you can find a copy of our Annual Report on Form10-K, which includes our financial statements for the year ended December 31, 2017, on the website of the SEC, at www.sec.gov, or in the “SEC Filings” section of the “Investors & News” section of our website at www.mateon.com. You may also obtain a printed copy of our Annual Report on Form10-K, including our financial statements, free of charge, from us by sending a written request to Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, CA 94080. Exhibits will be provided upon written request and payment of an appropriate processing fee.

The Annual Meeting will be held on Wednesday, June 20, 2018, at 10:00 a.m., local time, at the offices of the Company’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 44 Montgomery Street, 36th Floor, San Francisco, California 94104. You are urged to attend the Annual Meeting and vote in person. If you are unable to attend the Annual Meeting and vote in person, the Board of Directors would appreciate your prompt vote either electronically via the Internet or telephone or via regular mail. We encourage you to vote electronically, if you are given that option.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Why is the Company Soliciting My Proxy? You received this proxy statement and the accompanying Notice of Annual Meeting of Stockholders because our Board of Directors is soliciting your proxy to vote at the Annual Meeting and any adjournments of the Annual Meeting. This proxy statement along with the accompanying Notice of Annual Meeting of Stockholders summarizes the purposes of the meeting and the information you need to know to vote at the Annual Meeting.

We have made available to you on the Internet or have sent you this proxy statement, the Notice of Annual Meeting of Stockholders, the proxy card and a copy of our Annual Report on Form10-K for the year ended December 31, 2017, because you owned shares of Mateon common stock on the record date, April 30, 2018. The Company intends to commence distribution of the Important Notice Regarding the Availability of Proxy Materials, which we refer to throughout this proxy statement as the Notice, and, if applicable, the proxy materials to stockholders on or about May 7, 2018.

Why Did I Receive a Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials? As permitted by the rules of the U.S. Securities and Exchange Commission, or the SEC, we may furnish our proxy materials to our stockholders by providing access to such documents on the Internet, rather than mailing printed copies of these materials to each stockholder. Most stockholders will not receive printed copies of the proxy materials unless they request them. We believe that this process should expedite stockholders’ receipt of proxy materials, lower the costs of the annual meeting and help to conserve natural resources. If you received a Notice by mail or electronically, you will not receive a printed or email copy of the proxy materials, unless you request one by following the instructions included in the Notice. Instead, the Notice instructs you as to how you may access and review all of the proxy materials and submit your proxy on the Internet. If you requested a paper copy of the proxy materials, you may authorize the voting of your shares by following the instructions on the proxy card, in addition to the other methods of voting described in this proxy statement.

Who Can Vote. Record holders of our common stock at the close of business on the record date, April 30, 2018, may vote at the Annual Meeting. On April 30, 2018, approximately record holders held shares of our outstanding common stock. Our common stock is our only outstanding class of voting stock.

You do not need to attend the Annual Meeting to vote your shares. Shares represented by valid proxies, received in time for the Annual Meeting and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting. For instructions on how to change or revoke your proxy, see “May I Change or Revoke My Proxy?” below.

How Many Votes You Have. Each share of our common stock that you own entitles you to one vote.

How You Can Vote. You can only vote your shares if you are either present in person or represented by proxy at the Annual Meeting. Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for or withheld for each nominee for director, and whether your shares should be voted for, against or abstained with respect to each of the other proposals. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board of Directors’ recommendations as noted below. Voting by proxy will not affect your right to attend the Annual Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), or you have stock certificates registered in your name, you may vote:

If your shares are held in “street name” (held in the name of a bank, broker, or other holder of record), you will receive voting instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Annual Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Annual Meeting in order to vote.

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on June 19, 2018.

Recommendations of the Board of Directors.The Board of Directors recommends that you vote:

If

Stockholders who wish to consent to the Corporate Actions must return the attached form of Written Consent either by mail, facsimile or the Internet on or before [●] p.m. Pacific Time on [●], 2019 (the “Expiration Date”). The Company expects that this Consent Solicitation will end immediately upon receipt of a sufficient number of written consents to approve the Corporate Actions set forth herein. The Company reserves the right (but is not obligated) to accept any Written Consent received by any other matter is properly presented,reasonable means or in any form that reasonably evidences the proxy holder will vote your sharesgiving of consent to the approval of the Corporate Actions. The Company expressly reserves the right, in accordance with his or her best judgment. Atits sole discretion and regardless of whether any of the time this proxy statement was first made available, we knewconditions of no matters that neededthe Consent Solicitation have been satisfied, subject to be acted on at the Annual Meeting, other than those discussed in this proxy statement.

May I Change or Revoke My Proxy? If you give us your proxy, you may change or revoke itapplicable law, at any time beforeprior to Expiration Date to (a) terminate the Annual Meeting. You may change or revoke your proxy inConsent Solicitation for any onereason, including if the consent of Stockholders holding a majority of the following ways:Company’s outstanding shares has been received; (b) waive any of the conditions to the Consent Solicitation; or (c) amend the terms of the Consent Solicitation. The final results of this Consent Solicitation will be published in a Current Report on Form 8-K by the Company. This Consent Solicitation Statement and the Current Report on Form 8-K shall constitute notice of taking of a corporate action without a meeting by less than unanimous written consent as permitted by applicable law.

IF YOU HOLD YOUR STOCK IN “STREET NAME,” YOU MUST INSTRUCT YOUR BROKER OR NOMINEE TO APPROVE THE PROPOSALS. IF YOU FAIL TO DO SO, YOUR BROKER OR NOMINEE MAY NOT RETURN THE WRITTEN CONSENT. Any beneficial owner of the Company who is not a record holder must arrange with the person who is the record holder or such record holder’s assignee or nominee to: (a) execute and deliver a Written Consent on behalf of such beneficial owner; or (b) deliver a proxy card,so that such beneficial owner can execute and deliver a Written Consent on its own behalf.

Requests for copies of this Consent Solicitation Statement should be directed to Mateon Therapeutics, Inc. at the address or telephone number set forth above. If you have any questions regarding your form of Written Consent, please contact [●].

American Stock Transfer will act as tabulation agent for this Consent Solicitation Statement.

Consent Required

Under Delaware law and our Bylaws, a majority of the voting power of our outstanding Common Stock and Preferred Stock is required to approve the Corporate Actions.

As of the Record Date, there were (a) [●] shares of our Common Stock and (b) [●] shares of Preferred Stock issued and outstanding. Each share of Preferred Stock is convertible into 1,000 shares of Common Stock. Each share of outstanding Common Stock is entitled to one vote on matters submitted to the Stockholders. Each share of outstanding Preferred Stock is entitled to vote on matters submitted to the Stockholders on an “as-converted” basis, so 1,000 votes per share. Accordingly, the total number of shares entitled to vote (including the conversion of the Preferred Stock) on the Record Date was [●] shares.

Stockholder approval of the Corporate Actions will be effective upon our receipt of affirmative Written Consents, not previously revoked, representing at least [●] votes, or a majority of votes that may be cast by signingour issued and outstanding voting securities as of the Record Date (the “Effective Date”). Accordingly, abstentions from submitting your Written Consent will have the same effect of disapproving the Corporate Actions.

For a new proxy card with a date later thandiscussion of the beneficial ownership of the Company’s outstanding Common Stock and Preferred Stock by the Company’s directors, executive officers and 5% stockholders, see “Security Ownership of Management and Certain Beneficial Owners” below.

Revocation of Consents

You may withdraw or change your previously delivered proxy andWritten Consent at any time prior to the Effective Date by submitting it as instructed above;

How Your Shares Will Be Voted if You Do Not Vote. If your shares are registered in your name or if you have stock certificates, they will not be counted if you do not vote as described above under “How You Can Vote.” If your shares are held in street name and you do not provide voting instructions to the bank, broker, or other nominee that holds your shares as described above, the bank, broker, or other nominee that holds your shares has the authority to vote your unvoted shares only on proposals authorizing the amendment to the Company’s RestatedCorporate Secretary at the address set forth above. A notice of revocation or withdrawal must specify the record stockholder’s name and the number of shares being withdrawn.

Appraisal Rights

Neither Delaware law nor our Certificate of Incorporation and on the ratificationprovide our Stockholders with appraisal rights in connection with any of the appointment of our independent registered public accounting firm (Proposals 3 and 4Corporate Actions.

Expenses of this proxy statement) without receiving instructions from you. Therefore, we encourage you to provide voting instructions to your bank, broker, or other nominee. This ensures your sharesSolicitation

We will bear the entire cost of the solicitation, including preparation, printing and mailing costs of the Consent Solicitation Statement. Written Consents will be voted atsolicited principally through the Annual Meeting and in the manner you desire. A “brokernon-vote”mail. Arrangements will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker chooses not to vote on a matter for which it does have discretionary voting authority.

Your bank, broker, or other nominee does not have the ability to vote your uninstructed shares in the election of directors or the approval of the Amended and Restated 2015 Equity Incentive Plan. Therefore, if you hold your shares in street name it is critical that you cast your vote if you want your vote to be counted for the election of directors and the approval of the Amended and Restated 2015 Equity Incentive Plan, as disclosed in this proxy statement (Proposals 1 and 2 of this proxy statement).

Confidentiality of Votes. We will keep all the proxies, ballots and voting tabulations private. We only let Broadridge Financial Solutions, Inc., which is assisting usmade with our proxy process and serving as our inspector of election (the “Inspector of Election”), ASTbrokerage firms and other members of the Company’s management team examine these documents unless further disclosure is necessary to meet legal requirements.

Voting in Person. If you are a stockholder of record and plan to attend the Annual Meeting and vote in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank, or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on April 30, 2018, the record date, for determining who is entitled to vote, and you must also make arrangements with your bank, broker or other nominee in advance so that our Inspector of Elections is able to verify that your shares have not been previously voted.

What Vote is Required to Approve Each Proposal and How are Votes Counted?

What Are the Costs of Soliciting these Proxies? We will pay all of the costs of soliciting these proxies. Our directors and employees may solicit proxies in person or by telephone, fax or email. We will pay these employees and directors no additional compensation for these services. We will ask banks, brokers and other institutions,custodians, nominees and fiduciaries to forward these proxyconsent solicitation materials to their principalsstockholders whose shares of Common Stock or Preferred Stock are held of record by such entities, and to obtain authority to execute proxies. Wewe will then reimburse such brokerage firms, custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them for their expenses.in connection herewith.

Quorum. The presence, in person or by proxy,

Background of the holdersCorporate Actions

Merger with Oncotelic, Inc.

On April 22, 2019, the Company completed a merger with Oncotelic, Inc., a Delaware corporation (“Oncotelic”)and a clinical-stage biopharmaceutical company focused on the treatment of cancer using TGF-ß RNA, whereby Oncotelic was merged into a majoritywholly-owned subsidiary of the Company (the “Oncotelic Merger”). In connection with the Oncotelic Merger, the Company issued approximately 41,000,033 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and 193,713 shares of the Company’s newly designated Series A Convertible Preferred Stock (the “Preferred Stock”) in exchange for all of the previously outstanding shares of ourOncotelic common stock is necessary to constitute a quorum atstock.

At the Annual Meeting. Votes of stockholders of record who are present at the meeting (in person or by proxy) and abstentions are counted for purposes of determining whether a quorum exists. If a broker has voted on at least one agenda item, then brokernon-votes are counted for purposes of determining whether a quorum exists.

Where to Find the Voting Resultstime of the Annual Meeting.Oncotelic Merger, the Company did not have sufficient authorized but unissued Common Stock to pay the full merger consideration. Consequently, on April 22, 2019 the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Delaware Secretary of State, establishing and designating 5,000,000 shares of Preferred Stock. The preliminary voting results will be announced at the Annual Meeting, and we will publish preliminary, or final results if available, in a Current Report on Form8-K within four business days of the Annual Meeting. If final results are unavailable at the time we file the Form8-K, then we will file an amended report on Form8-K to disclose the final voting results within four business days after the final voting results are known.

Householding of Annual Disclosure Documents. SEC rules concerning the delivery of annual disclosure documents allow us or your broker to send a single set of our proxy materials to any household at which two or more of our stockholders reside, if we or your broker believe that the stockholders are members ofPreferred Stock has substantially the same family. This practice, referredrights as Common Stock, but each shares of Preferred Stock has voting and economic rights equal to as “householding,” benefits both you and us. It reduces1,000 shares of Common Stock. Holders of Preferred Stock have the volumeright to convert to shares of duplicate information receivedCommon Stock at your household and helps to reduce our expenses. The rule applies to our annual reports, proxy statements, and information statements. Once you receive notice from your broker or from us that communications to your address will be “householded,” the practice will continue until you are otherwise notified or until you revoke your consentany time at their election, subject to the practice. Stockholders who participate in householding will continue to have access to and utilize separate proxy voting instructions.

If your household received a single setavailability of proxy materials this year, but you would prefer to receive your own copy, please contact our transfer agent, AST, by calling their toll free number,1-800-937-5449.

If you do not wish to participate in “householding” and would like to receive your own set of Mateon’s proxy materials in future years, follow the instructions described below. Conversely, if you share an address with another Mateon stockholder and together both of you would like to receive only a single set of proxy materials, follow these instructions:

Electronic Delivery of Company Stockholder Communications. Most stockholders can elect to view or receive copies of future proxy materials over the Internet instead of receiving paper copies in the mail.

You can choose this option and save the Company the cost of producing and mailing these documents by:

Attending the Annual Meeting. The Annual Meeting will be held at 10:00 a.m, local time, on Wednesday, June 20, 2018, at the offices of the Company’s counsel, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 44 Montgomery Street, 36th Floor, San Francisco, California 94104.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of five members, including four members who are“Non-Employee Directors” within the meaning of Rule16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under our Amended and RestatedBy-laws (the“By-laws”), the number of members of our Board of Directors is fixed from time to time by the Board of Directors. On April 18, 2018, our Board of Directors accepted the recommendation of the Nominating Committee and voted to nominate for election Dr. David J. Chaplin, Dr. Simon C. Pedder, Mr. Donald R. Reynolds, Dr. Bobby W. Sandage, Jr. and Dr. William D. Schwieterman, at the Annual Meeting for a term of one year to serve until the 2019 annual meeting of stockholders and until their respective successors have been elected and qualified.

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based upon this review, our Board has determined that each of the nominees except for Dr. Chaplin and Dr. Schwieterman qualify as “independent directors” as defined under the rules of The Nasdaqsufficient Common Stock Market and OTC Markets’ OTCQX Rules for U.S. Companies.

Proxies received in connection with the Annual Meeting will be voted for no more than five director nominees. A plurality of the shares voted affirmatively at the Annual Meeting is required to elect each nominee as a director. We will vote your shares as you specify on your proxy card. If you sign, date and return the proxy card but do not specify how you want your shares voted, we will vote them FOR the election of the nominees listed below. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, we will vote your shares FOR that other person. If we do not name a substitute nominee, the size of the Board of Directors will be reduced.

Set forth below are the names of the persons nominated as directors, their ages, their offices in the Company, if any, their principal occupations or employment for at least the past five years, the length of their tenure as directors and the names of other public companies in which such persons hold or have held directorships during at least the past five years. Additionally, information about the specific experience, qualifications, attributes or skills that led to our Board of Directors’ conclusion at the time of filingconversion. The outstanding Preferred Stock will automatically convert into shares of this proxy statement that each person listed below should serveCompany Common Stock on the effectiveness of the authorization of additional Common Stock or a reverse split of the outstanding Common Stock sufficient to permit the conversion of the Preferred Stock in full.

In connection with the Oncotelic Merger, the Company’s former directors (other than William D. Schwieterman) resigned, and new nominees are now being proposed to the Board. The Corporate Actions are intended to allow the Company to re-brand itself under the “Oncotelic” name and to reorganize its capital structure to create additional flexibility to pursue opportunities to secure needed capital to finance the Company’s ongoing operations and to pursue strategic initiatives as they arise.

Merger with PointR Data, Inc.

On November 4, 2019, the Company completed a directormerger with PointR Data Inc., a Delaware corporation (“PointR”) and a privately-held, developer of high performance cluster computer and artificial intelligence applications, whereby PointR was merged into a wholly-owned subsidiary of the Company (the “PointR Merger”).

In connection with the PointR Merger, the Company issued approximately 84,475 shares of Preferred Stock to the former stockholders of PointR, in exchange for all of the previously outstanding shares of PointR common stock. The PointR merger agreement also provides for two additional payments of merger consideration based on PointR’s achievement of a development milestone and a revenue milestone. Each additional payment of merger consideration is set forth below. Each nominee for electionan aggregate value of $7,500,000 and payable in additional shares of the Company’s Common Stock, based on the market price at the time of payment, subject to a minimum value of $0.18 per share.

Effect of Approval

The Corporate Actions are intended to re-brand the Company following the Oncotelic Merger, to appoint independent members to the Board of Directors, has consentedand to being namedcreate additional authorized Common Stock to support the Company’s ability to finance its operations or to complete any future strategic acquisitions. We do not currently have sufficient Common Stock authorized to permit conversion of all of the Preferred Stock issued in connection with the Oncotelic Merger and the PointR Merger. If the Corporate Actions are approved, and a Reverse Split or Recapitalization take place, it would result in the automatic conversion of 278,188 shares of Preferred Stock into 278,188,000 shares of Common Stock (as adjusted for any Reverse Split).

The Oncotelic Merger and PointR Merger were structured as triangular mergers into subsidiaries of the Company. The Company’s stockholders did not vote, and will not be provided an opportunity to vote, on the Oncotelic Merger or the PointR Merger.

On May 14, 2019 the Company solicited and secured the written consent of a nomineemajority of its stockholders to approve the Corporate Actions. However, under applicable securities rules, if an action by written consent is solicited from less than all of the outstanding stockholders, the actions cannot be put into effect until at least 20 days following the distribution of a notice to all stockholders of the action by written consent. The Company filed a preliminary information statement on Schedule 14C on May 22, 2019 and has agreeda subsequent amendment on June 13, 2019, to serve if elected. If elected, each director would serve for aone-year term, expiring atprovide written notice of the 2019 annual meetingstockholder approval of the Corporate Actions. However, that information statement on Schedule 14C was never completed or distributed to stockholders and until his successor is elected.the Corporate Actions were never put into effect.This Consent Solicitation supersedes the preliminary information statement on Schedule 14C.

Interests of Certain Persons

Certain of our directors, director nominees and executive officers including Vuong Trieu, Steven W. King, Anthony E. Maida III, Fatih Uckun and Chulho Park, received shares of Preferred Stock in connection with the Merger. Each nomineeof these individuals has an interest in the Reverse Split and the Recapitalization, as either could result in the automatic conversion of the Preferred Stock into Common Stock.

CORPORATE ACTION NO. 1: ELECTION OF DIRECTORS

The following persons were nominated by the Board for election to the Board of Directors is currently serving as a director.

The following table sets forth certain information about each nominee. The ages of the nominees are as of March 30, 2018.Company’s Board:

The Board approved the election of each of the foregoing individuals to the Board to serve until the next annual meeting of our Stockholders, or until their successors are duly elected and qualified.

The Company believes that each of the persons nominated for election to the Board has the experience, qualifications, attributes and skills which, when taken as a whole, will enable the Board to satisfy its oversight responsibilities effectively. The discussion below includes information on the recent business experience of each nominee and a discussion of factors that led to the Board’s conclusion that each would make valuable contributions to the Board.

David J. Chaplin,Steven W. King served as the CEO of Peregrine Pharmaceuticals, Inc. (Nasdaq: CDMO) and its wholly-owned biomanufacturing subsidiary Avid Bioservices, Inc., for over 15 years, during which time the company advanced its lead compound through Phase 3 development, while growing revenues to over $55 million. Prior to joining Peregrine, Mr. King was employed at Vascular Targeting Technologies, Inc., which was acquired by Peregrine in 1997. Mr. King served in a variety of executive roles at Peregrine, including Director of Research and Development (1997 to 2000), Vice President Technology and Product Development (2000 to 2002), Chief Operating Officer (2002 to 2003) and Chief Executive Officer (2003 to 2017). Mr. King served on the board of directors of Peregrine from 2003 until 2017. Mr. King previously worked at the University of Texas Southwestern Medical Center and is co-inventor on over 40 U.S. and foreign patents and patent applications in the vascular targeting agent field. Mr. King received his Bachelor’s and Master’s degrees from Texas Tech University in Cell and Molecular Biology.

The Board nominated Mr. King to serve as a director because of his extensive scientific understanding of technologies in development and expertise in developing and manufacturing biologics, combined with the perspective and experience he brings from having served on the boards of public companies.

Anthony E. Maida III, Ph.D., M.A., M.B.A.Dr. Chaplin has been a memberinvolved in the clinical development of our Board of Directors since January 2013.immunotherapy for over 27 years at various C levels. Since June 2010, Dr. Chaplin alsoMaida has served as our Chief Scientific Officer from May 2015Senior Vice President, Clinical Research for Northwest Biotherapeutics, Inc., a cancer vaccine company focused on therapy for patients with glioblastoma multiforme and prostate cancer. From June 2009 through January 2018, when he retired from his positionJune 2010, Dr. Maida served as Chief Scientific Officer. PriorVice President of Clinical Research and General Manager, Oncology, Worldwide for PharmaNet, Inc., a clinical research organization. From 1997 through 2010, Dr. Maida served as Chairman, Founder and Director of BioConsul Drug Development Corporation and Principal of Anthony Maida Consulting International, advising pharmaceutical and investment firms, in the clinical development of therapeutic products and product/company acquisitions. From 1992 to serving as our Chief Scientific Officer,September of 1999, Dr. ChaplinMaida was President and Chief Executive Officer from May 2014 until May 2015, and Head of Research and Development from 2000 until 2011. From 1999 to 2000, Dr. Chaplin served as Vice President of Oncology at Aventis Pharma in Paris, where he was in charge of drug development from preclinical through phase 1 trials. Prior to the merger of Rhone Poulenc Rorer (“RPR”) with Hoechst Marion Roussell, Dr. Chaplin was Senior Director of Oncology at

RPR from 1998 to 1999. From 1992 to 1998, Dr. Chaplin headed up the Cancer Research Campaign’s (“CRC”) Tumor Microcirculation Group, based at the Gray Laboratory Cancer Research Trust, Mount Vernon Hospital, London. During this time, he was also a member of the CRC Phase I/II clinical trials committee. Dr. Chaplin also served as Section Head of Cancer Biology at Xenova in the U.K. from 1990 to 1992, and held a senior staff appointment at the British Columbia Cancer Research Centre from 1982 to 1990. Dr. Chaplin has a B.Sc. in chemistry from the University of Essex, a M.Sc. in pharmacology from the University of Southampton, and completed his Ph.D. in tumor biology at the University of London. Since July 2012, Dr. Chaplin has been a director of PHusis Therapeutics,Jenner Biotherapies, Inc., a privately held biopharmaceutical company in the United States developing inhibitors of proteins with regulatoryPH-domains that drive cancer growth. Since 2017, Dr. Chaplin has been a director of FasT Biopharma Ltd., a privately held company in the United Kingdom developing antibody based therapeutics. The Board believes that Dr. Chaplin’s expertise as one of the developers of the Company’s technology and his experience in the oncology field, together with his relationships with collaborators working on similar technology in this field, qualify Dr. Chaplin to serve as a director and led to the Board’s conclusion that he should be a member of the Board of Directors.

Simon C. Pedder, Ph.D. Dr. Pedder has been a member of our Board of Directors since March 2016. Dr. Pedder currently serves as the Vice President of Corporate Strategy and Business Development of Athenix, Inc., a private global specialty oncology pharmaceutical company. From April 2014 through June 2015, Dr. Pedder served as the President and Chief Executive Officer of Cellectar Biosciences, Inc., a biopharmaceutical company developing compounds for the treatment, diagnosis and imaging of cancer, and served as Cellectar’s Acting Chief Executive Officer from October 2013 until April 2014. Dr. Pedder also served as a member of the board of directors of Cellectar from October 2013 until June 2015. From May 2004 through July 2012, Dr. Pedder served as President, Chief Executive Officer and as a director of Chelsea Therapeutics, Inc., a public development stage biopharmaceuticalan immunotherapy company. Dr. Pedder has a Bachelor of Environmental Studies from the University of Waterloo, a Master of Science in Toxicology from Concordia University and a Ph.D. in Pharmacology from the Medical College at the University of Saskatchewan College of Medicine. Dr. Pedder currently serves on the board of directors of Cerecor, Inc., Eboo Pharmaceuticals, Inc., a private development-stage pharmaceutical company, and Atlantic Research Group, a private contract research organization. Dr. Pedder also served as a member of the board of directors of Cellectar from October 2013 until June 2015. The Board believes Dr. Pedder’s experience in cancer drug development and his experience managing public life sciences companies qualify Dr. Pedder to serve as a director of the Company and led to the Board’s conclusion that Dr. Pedder should be a member of the Board of Directors.

Donald R. Reynolds.Mr. Reynolds has been a member of our Board of Directors since October 2016. Mr. Reynolds is a practicing attorney and partner at the law firm of Wyrick Robbins Yates & Ponton LLP with experience in the areas of capital markets, securities law, mergers & acquisitions, venture capital and general corporate law. Mr. Reynolds also currently teaches Securities Regulation at Campbell University’s law school and guest lectures on corporate governance at the University of North Carolina Chapel Hill’s Kenan-Flagler Business School. Since Mr. Reynolds’s elevation to partner at the law firm of Wyrick Robbins Yates & Ponton LLP in 1996, he has participated in a variety of the firm’s internal committees, including the firm’s Executive Committee, Strategic Planning Committee, Nominating Committee and Compensation Committee. Mr. Reynolds received his B.A. from Whitman College and his J.D. from New York University School of Law. He is currently licensed to practice law in California and North Carolina. Mr. Reynolds currently serves as a member of the board of directors of Atlantic Research Group, Inc., a private clinical research organization, and as Chair of the board of directors of USA Taekwondo, thenon-profit national governing body for the sport. The Board believes that Mr. Reynolds’s extensive experience as a practicing capital markets attorney qualifies Mr. Reynolds to serve as a director of the Corporation and led to the Board’s conclusion that he should be a member of the Board.

Bobby W. Sandage, Jr., Ph.D. Dr. Sandage has been a member of our Board of Directors since October 2016. Dr. Sandage currently serves as the president and chief executive officer of Euclises Pharmaceuticals, Inc., a private drug discovery and development company advancingcyclooxygenase-2(COX-2) inhibitors for cancer therapy. Since August of 2016, he has served as a general partner of Cultivation Capital, a venture capital firm

specializing in investments in private technology and life sciences companies. Dr. SandageMaida is currently a member of the board of directors and audit chair of Immunophotonics, Inc., a private cancer vaccine development company, EDIS Solutions, LLC, a private healthcare information technology company, and EuclisesSpectrum Pharmaceuticals, Inc. (Nasdaq GS: SPPI) and Vitality Biopharma, Inc. (OTCQB: VBIO) and was formerly a member of the board of directors and audit chair of OncoSec Medical Inc. (OTCQB: ONCS). Dr. Maida holds a B.A. in Biology and History, an M.B.A., an M.A. in Toxicology and a Ph.D. in Immunology. He is a member of the American Society of Clinical Oncology, the American Association for Cancer Research, the Society of Neuro-Oncology, the International Society for Biological Therapy of Cancer and the American Chemical Society.

The Board believes that Dr. Sandage’sMaida’s extensive experience managingas an executive at various biotechnology and biopharmaceutical companies as well as his service on private and public life sciences companies and his extensive prior work on New Drug Applications, qualify Dr. Sandagecompany boards qualifies him to serve as a director ofon the Corporation and led to the Board’s conclusion that Dr. Sandage should be a member of the Board of Directors.Board.

William D. Schwieterman, M.D.Since May 2015, Dr. Schwieterman has served as President and Chief Executive Officer of Mateon.the Company from 2015 until the Merger with Oncotelic. During that time, he also served as a member of the Board and as its Chairman. Dr. Schwieterman has also been an independent consultant to biotech and pharmaceutical companies, including to Mateon,the Company, specializing in clinical development since July 2002. Dr. Schwieterman is a board-certified internist and a rheumatologist. Dr. Schwieterman was previously a part-time employee of Perceptive Advisors, LLC, a hedge fund based in New York, NY.New York. From 2009 to 2014, Dr. Schwieterman was the Chief Medical Officer of Chelsea Therapeutics, Inc., a publicly tradedpublicly-traded biopharmaceutical development company, where he led the Chelsea Therapeutics clinical development team toward the approval of droxidopa for the treatment of symptoms of Parkinson’s disease and other neurogenerative diseases. Dr. Schwieterman was formerly Chief of the Medicine Branch and Chief of the Immunology and Infectious Disease Branch in the Division of Clinical Trials at the United States Food and Drug Administration (the “FDA”“FDA”). In these capacities and others, Dr. Schwieterman spent 10 years at the FDA in the Center for Biologics overseeing a wide range of clinical development plans for a large number of different types of molecules. Dr. Schwieterman holds a B.S. and M.D. from the University of Cincinnati.

The Board nominated Dr. Schwieterman does not currently serve, and has not served in the past five years, as a memberdirector because of the board of directors of another reporting company or of any registered investment company. The Board believes that Dr. Schwieterman’shis medical training, and his expertise with regulatory matters involving the FDA, and his familiarity with the clinical trials process are invaluable skills thatand certain of the Company’s product candidates.

Vuong Trieu, Ph.D. is the founder and chairman of Oncotelic and now serves as Chairman of the Board. Dr. Schwieterman bringsTrieu has been involved in drug discovery, development, and commercialization for over 25 years, including his contributions as co-inventor of Abraxane®. He has served as Chairman and Chief Executive Officer of Oncotelic, Inc. since its formation in 2015. He previously served as Executive Chairman and Interim CEO of Marina Biotech, Inc. from 2016 to his Board service2018. Marina Biotech is a developer of tkRNA for the treatment of FAP/CRC (Familial adenomatous polyposis/ Colorectal Cancer). He also served as President and led to the Board’s conclusion that Dr. Schwieterman should beCEO of IgDraSol, Inc.—developer of a 2nd generation Abraxane—beginning in 2012 until its acquisition by Sorrento Therapeutics, Inc. in 2013. He served as Chief Scientific Officer for Sorrento Therapeutics, Inc. and a member of that company’s board of directors from 2013 until 2014. Previously, Dr. Trieu was Senior Director of Pharmacology/Biology at Abraxis Bioscience/Celgene, where he led the preclinical, clinical and PK/biomarker development of Abraxane, and was the co-inventor of the intellectual property covering Abraxane. Earlier in his career, Dr. Trieu held positions at Genetic Therapy/Sandoz (leading the adenoviral gene therapy program against atherosclerosis), Applied Molecular Evolution (AME)/Lily (leading the expression, purification, and preclinical testing of mAb therapeutics) and Parker Hughes Institute (Director of Cardiovascular Biology program that evaluated a series of small molecules and biologics against preclinical models of atherosclerosis, dyslipidemia, stroke, ALS, and restenosis). Dr. Trieu holds a PhD in Microbiology, BS in Microbiology and Botany. He is a member of ENDO, ASCO, AACR, and many other professional organizations. Dr. Trieu published widely in oncology, cardiovascular, and drug development.

Dr. Trieu has over 100 patent applications and 39 issued U.S. patents.

The Board believes that Dr. Trieu’s extensive experience as an executive at various biotechnology and biopharmaceutical companies as well as his service on private and public company boards qualifies him to serve on the Board.

Effective Time of the Director Elections

William D. Schwieterman and Vuong Trieu are current members of the Board of Directors.and continue to serve. Steven King and Anthony E. Maida will be appointed upon the Effective Date.

A plurality of the shares voted for each nominee at the Annual Meeting is required to elect each nominee as a director.

THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION TO THE BOARD OF DIRECTORS OF EACH DIRECTOR NOMINEE NAMED ABOVE, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE ELECTION OF SUCH NOMINEES UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

PROPOSAL 2:

APPROVAL OF THE COMPANY’S AMENDEDNAME CHANGE AND RESTATED 2015 EQUITY INCENTIVE PLANTICKER SYMBOL CHANGE

General

The Board has unanimously adopted and approved an amendment to the Company’s Certificate of Incorporation to change our corporate name from Mateon Therapeutics, Inc. to Oncotelic, Inc. (the “Name Change”).

Reasons for the Name Change

The Name Change is intended to create brand awareness with the Company’s focus on drug development in the field of oncology. In addition, the majority of the Company’s operations are expected to focus on product candidates developed by Oncotelic.

The Name Change will not affect the status of the Company or the rights of any Stockholders in any respect, or the validity or transferability of stock certificates presently outstanding. The Company’s Stockholders will not be required to exchange stock certificates in connection with the name change. Any outstanding physical stock certificate that represents a Stockholder’s shares of Common Stock or Preferred Stock will continue to represent such Stockholder’s ownership of such shares. If physical certificates are presented for transfer in the ordinary course, new certificates bearing the new corporate name will be issued.

In connection with the Name Change, we intend to change our trading symbol from “MATN” to “OTLC” or another symbol more closely aligned with “Oncotelic.”

Effective Time of the Name Change

The Name Change will become effective upon the filing of an amendment to the Company’s Certificate of Incorporation with the Delaware Secretary of State. The amendment to the Certificate of Incorporation will become effective on the date that it is accepted for filing by the Delaware Secretary of State, unless we specify a later date for effectiveness.

Our Board expects to file the amendment to affect the Name Change promptly following the Effective Date. Our Board currently intends to coordinate the Name Change with the change in our ticker symbol, so they occur and are effective on the same trading day.

CORPORATE ACTION NO. 3:

APPROVAL OF REVERSE SPLIT

The Board has approved a proposal to effect a reverse stock split of Directors is requesting that our stockholders approveall of the Company’s Amendedissued and Restated 2015 Equity Incentive Planoutstanding Common Stock at a ratio of up to 1-for-50 (the “Reverse Split”), with the Board having the discretion as attached as Appendix A to this proxy statement (the “Amendedwhether or not to effect the Reverse Split and Restated 2015 Plan” orto specify the “2015 Plan”). exact ratio in its sole discretion.

Principal Reasons for Reverse Split

The AmendedBoard believes that it is advisable and Restated 2015 Plan was approved by ourin the best interests of the Company and its Stockholders to effect the Reverse Split for several reasons.

The Company will need to raise additional capital in order to fund the clinical trials and other expenses necessary to advance its product candidates. Our Board believes that the Reverse Split will improve the Company’s ability to secure additional equity financing because it will allow the Company to issue additional shares of Directors on April 18, 2018, effective upon approval by our stockholders atCommon Stock and the Annual Meeting, and includes ananticipated increase in price per share and market capitalization may increase the number of authorized shares underCompany’s profile among institutional investors.

At the 2015 Plan from 4,725,781Record Date, the Company had [●] shares of our common stock to an aggregateCommon Stock outstanding, against a total of 7,250,000 shares of our common stock. The150,000,000 authorized shares. However the Company has a number of shares currently authorizedof Common Stock committed, including:

Accordingly, we do not have sufficient shares of Common Stock to permit conversion or exercise of our 2015 Plan includes 4,000,000outstanding derivative securities, including our Preferred Stock. In order to be able to issue additional shares approved forof Common Stock in connection with financing activities we will need to effect the 2015 Plan and 725,781 shares that were approved forReverse Split or the 2015 Plan if they were not issued under the Mateon Therapeutics, Inc. 2005 Stock Plan (the “2005 Plan”).Recapitalization.

The 2015 Plan was approved byBoard also believes that a Reverse Split, which is intended to result in a higher per share trading price of the Common Stock, has the potential to attract additional market makers and improve the liquidity of the public market for our BoardCommon Stock. During the period from the Merger to the Record Date, our Common Stock has traded on the OTC Market in a range of Directors$[●] to $[●] per share. Many broker-dealers require that a company’s common stock have a minimum public trading price before those broker-dealers will agree to make a market or trade in that security. Moreover, the OTC Market and stockholders in 2015other quoting sources publish market capitalizations based on the stock price and amended and restated by our Boardthe number of Directors in 2017.

As of April 30, 2018, options to purchase shares of common stock outstanding; those quotations do not give effect to the conversion of derivative securities. Because the Reverse Split would result in the automatic conversion of the Preferred Stock, our Board expects it will result in a significant increase in reported market capitalization for the Company.

Finally, our Common Stock is currently quoted on the over-the-counter market on the OTCQB. In connection with our financing activities, our Board intends to apply for the listing of our Common Stock on the NASDAQ Capital Market or a similar national stock exchange. Shares traded on a national stock exchange generally have more analyst coverage, higher trading volumes, and increased liquidity. Initial listing on NASDAQ requires, among other things, that the Common Stock maintain a minimum bid price of $4.00 per share. The Reverse Split is intended, in part, to help the Company meet the minimum trading price for up-listing on the NASDAQ Capital Market.

Certain Risks Associated with the Reverse Split

There are a number of risks associated with the Reverse Split, including, without limitation, those described below.

Effect of Reverse Split

Upon effectiveness of the Reverse Split, our outstanding Common Stock (including any Common Stock issuable upon conversion of the Preferred Stock) will be combined, such that up to 50 shares of existing Common Stock will be combined into one new share of Common Stock. The table below shows, as of the Record Date, the number of outstanding shares of Common Stock (including shares that would be issued upon conversion of the Preferred Stock) that would result from the Reverse Split (without giving effect to the treatment of fractional shares) if our Board were to approve a Reverse Split in the ratio of 1 for 5 (the lower end of the authorized range), 1 for 25 (the midpoint of the authorized range) or 1 for 50 (the maximum authorized range).

Approximate Number of Outstanding Shares of Common Stock Following

Except for adjustments that may result from the treatment of fractional shares as described below, each Stockholder will hold the same percentage of the Company’s issued and outstanding Common Stock immediately following the Reverse Split as such Stockholder holds immediately prior to the Reverse Split. The Reverse Split will affect all holders of our Common Stock uniformly and will not affect any Stockholder’s percentage ownership interest in the Company or proportionate voting power (subject to the treatment of fractional shares).

In accordance with the Certificate of Incorporation, as provided inExhibit A, no fractional shares will be issued in connection with the Reverse Split. In lieu of issuing fractions of shares, our Board will pay cash.

Establishing the Ratio

The Board believes that the ability to determine the timing and to set the ratio within a range will provide it with the flexibility to implement the Reverse Split in a manner that maximizes the anticipated benefits for the Company and our Stockholders. In determining whether to implement the Reverse Split and the specific ratio for the Reverse Split, the Board may consider, among other things, factors such as:

Certain Federal Income Tax Consequences of the Reverse Split

The following summary describes certain material U.S. federal income tax consequences of the Reverse Split to “U.S. holders” of our Common Stock. A U.S. holder for these purposes is a citizen or individual resident of the United States, a corporation organized in or under the 2015 Plan, optionslaws of the United States or any state thereof or the District of Columbia or otherwise subject to purchase    sharesU.S. federal income taxation on a net income basis in respect of common stock are outstanding underour Common Stock. A trust may also be a U.S. holder if (a) a U.S. court is able to exercise primary supervision over administration of such trust and one or more U.S. persons have the 2005 Plan, no shares have been issued uponauthority to control all substantial decisions of the exercise of options granted under the 2015 Plan, 83,295 shares have been issued upon the exercise of options granted under the 2005 Plan and    options remain available for issuance under the 2015 Plan. By its terms, the 2015 Plan maytrust, or (b) it has a valid election in place to be amended by the Board of Directors, provided that any amendment which the Board of Directors determines requires stockholder approvaltreated as a U.S. person. An estate whose income is subject to receiving such stockholder approval.

This amendmentU.S. federal income taxation regardless of its source may also be a U.S. holder. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is being submitted to you for approval at the Annual Meeting in order to ensure favorablebeneficial owner of the Common Stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships that hold the Common Stock, and partners in such partnerships, should consult their own tax advisors regarding the U.S. federal income tax consequences of the Reverse Split.

The Reverse Split should be treated as a recapitalization for grantsU.S. federal income tax purposes. Therefore, a stockholder generally will not recognize gain or loss on the Reverse Split, except to the extent of incentive stock optionscash, if any, received in lieu of a fractional share interest in the post-Reverse Split shares. The aggregate tax basis of the post- split shares received will be equal to the aggregate tax basis of the pre-split shares exchanged therefore (excluding any portion of the holder’s basis allocated to fractional shares), and the holding period of the post- split shares received will include the holding period of the pre-split shares exchanged. A holder of the pre-split shares who receives cash will generally recognize gain or loss equal to the difference between the portion of the tax basis of the pre-split shares allocated to the fractional share interest and the cash received. Such gain or loss will be a capital gain or loss and will be short term if the pre-split shares were held for one year or less and long term if held more than one year. No gain or loss will be recognized by us as a result of the Reverse Split.

This summary does not address all of the tax consequences that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of taxpayers or that are generally assumed to be known by investors. This summary also does not address the tax consequences to (a) persons that may be subject to special treatment under Section 422U.S. federal income tax law, such as banks, insurance companies, thrift institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, U.S. expatriates, persons subject to the alternative minimum tax, traders in securities that elect to mark-to-market and dealers in securities or currencies, (b) persons that hold the Common Stock as part of a position in a “straddle” or as part of a “hedging,” “conversion” or other integrated investment transaction for federal income tax purposes, or (c) persons that do not hold our Common Stock as “capital assets” (generally, property held for investment).

This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, (the “Code”).

Generally, sharesU.S. Treasury regulations, administrative rulings and judicial authority, all as in effect as of common stock reserved for awards under the Amended and Restated 2015 Plan that lapse or are canceled will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant. The Amended and Restated 2015 Plan provides that no participant may receive awards for more than 500,000 shares of common stock in any fiscal year.

Our Board, the Compensation Committee and management all believe that the effective use of stock-based long-term incentive compensation is vital to our ability to attract qualified employees and directors that will be instrumental in the performance of the Company in the future. The Plan will maintain and enhance the key policies and practices adopted by our management and Board of Directors to align employee and stockholder interests. Our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the increase in the number of shares available for issuance under our 2015 Plan is essential to permit our management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors. Accordingly, our Board of Directors believes approval of the Company’s Amended and Restated 2015 Equity Incentive Plan, including the proposed increase in the number of shares authorized to be granted thereunder, is in our best interests and those of our stockholders and recommends a vote “FOR” the approval of the Amended and Restated 2015 Equity Incentive Plan.

The following is a brief summary of the Amended and Restated 2015 Plan. This summary is qualified in its entirety by reference to the text of the Amended and Restated 2015 Plan, a copy of which is attached as Appendix A to this proxy statement.

Material Features of the Amended and Restated 2015 Plan.

Eligibility. The Amended and Restated 2015 Plan allows us, under the direction of our Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards, and other stock-based awards to employees, consultants and directors. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and provide additional incentive for them to promote our success or the success of our affiliates. The Amended and Restated 2015 Plan provides an essential component of the total compensation package, reflecting the importance that we place on aligning the interests of key individuals with those of our stockholders. All employees, directors, and consultants of the Company and its affiliates are eligible to participate in the Amended and Restated 2015 Plan. As of April 30, 2018, there were approximately    individuals eligible to participate. On April 30, 2018, the closing market price per share of our common stock was $    , as reported on OTCQX marketplace.

Stock Options. Stock options granted under the Amended and Restated 2015 Plan may either be incentive stock options (“ISOs”), which are intended to satisfy the requirements of Section 422 of the Code, ornon-qualified stock options, which are not intended to meet those requirements. ISOs may only be granted to employees of the Company and its affiliates.Non-qualified options may be granted to employees, directors and consultants of the Company and its affiliates. The exercise price of a stock option may not be less than 100% of the fair market value of our common stock on the date of grant. If an ISO is granted to an individual who owns more than 10% of the combined voting power of all classes of our capital stock, the exercise price may not be less than 110% of the fair market value of our common stock on the date of grant and the term of the ISO may not be longer than five years. Options may not have a term longer than ten years, except that if an ISO is granted to an individual who owns more than 10% of the combined voting power of all classes of our capital stock, it may not have a term longer than five years from the date of the grant unless otherwise providedthis Consent Solicitation Statement. Subsequent developments in the option agreement.

Award agreements for stock options include rules for exercise of the stock options after termination of service. Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement. Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for twelve months after termination of service on account of death or total and permanent disability.

Restricted Stock. Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions. If the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock is forfeited.

During the restricted period, the holder of restricted stock has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable award agreement apply. For example, the holder of restricted stock may vote and receive dividends on the restricted shares; but he or she may not sell the shares until the restrictions are lifted.

Other Stock-Based Awards. The Amended and Restated 2015 Plan also authorizes the grant of other types of stock-based compensation including, but not limited to stock appreciation rights, phantom stock awards, and stock unit awards. Our Compensation Committee may award such stock-based awards subject to such conditions and restrictions as it may determine. These conditions and restrictions may include continued employment with us through a specified restricted period.

Plan Administration. In accordance with the terms of the Amended and Restated 2015 Plan, our Board of Directors has authorized our Compensation Committee to administer the Amended and Restated 2015 Plan. The Compensation Committee may delegate part of its authority and powers under the Amended and Restated 2015 Plan to one or more of our directors and/or officers, but only our Board of Directors or our Compensation

Committee can make awards to participants who are directors or executive officers of the Company. In accordance with the provisions of the Amended and Restated 2015 Plan, our Compensation Committee determines the terms of awards, including:

In addition, our Compensation Committee may, in its discretion, amend any term or condition of any outstanding award, other than reducing the exercise price or purchase price, provided that (i) the term or condition as amended is not prohibited by the Amended and Restated 2015 Plan; (ii) any amendment does not impair the rights of a participant under any award previously granted without that participant’s consent; and (iii) any amendment will be made only after the Compensation Committee determines whether the amendment would cause any adverse tax consequences to the participant.

Stock Dividends and Stock Splits. If our common stock shall be subdivided or combined into a greater or smaller number of shares or if we issue any shares of common stock as a stock dividend, the number of shares of our common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or stock dividend.

Corporate Transactions. Upon a merger or other reorganization event, the Compensation Committee or the successor board, may, in its sole discretion, take any one or more of the following actions pursuant to the Amended and Restated 2015 Plan, as to some or all outstanding awards:

Amendment and Termination. The Amended and Restated 2015 Plan may be amended by our stockholders. It may also be amended by the Compensation Committee, provided that any amendment approved by the Compensation Committee which is of a scope that requires stockholder approval as required by the rules of order to ensure favorableU.S. federal income tax treatment for any incentive stock options under Code Section 422,law, including changes in law or for any other reason is subject to obtaining such stockholder approval. However, no such actiondiffering interpretations, which may adversely affect any rights under any outstanding award withoutbe applied retroactively, could have a material effect on the holder’s consent.

Duration of Plan. The Amended and Restated 2015 Plan will expire by its terms on February 26, 2025.

Federal Income Tax Considerations. The materialU.S. federal income tax consequences of the issuanceReverse Split.

PLEASE CONSULT YOUR OWN TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN YOUR PARTICULAR CIRCUMSTANCES UNDER THE INTERNAL REVENUE CODE AND THE LAWS OF ANY OTHER TAXING JURISDICTION.

Effective Time of the Reverse Split

The Reverse Split will require an amendment of our Certificate of Incorporation. The amendment will set forth the number of issued and exerciseoutstanding shares to be combined into one share of stock options and other awards underCommon Stock within the Amended and Restated 2015 Plan, basedlimits set forth in this Corporate Action. The Reverse Split will become effective on the current provisionsdate that our amended Certificate of the Code and regulations, are as follows. Changes to these laws could alter the tax consequences described below. This summary assumes that all awards granted under the Amended and Restated 2015 Plan are exempt from or complyIncorporation is accepted for filing with the rules under Section 409ADelaware Secretary of State, unless the Code related to nonqualified deferred compensation.amendment specifies a later date for effectiveness.

Our Board expects to file the amendment to our Certificate of Incorporation promptly following the Effective Date.

New Plan Benefits.CORPORATE ACTION NO. 4: APPROVAL OF RECAPITALIZATION

Our Board has approved a proposal to increase the authorized number of shares of our Common Stock from 150,000,000 to 750,000,000 (the “Recapitalization”).

Reasons for the Recapitalization

Our Certificate of Incorporation currently provides for authorized capital consisting of 165,000,000 shares, of which 15,000,000 are designated as preferred stock, par value $0.01 per shares and 150,000,000 are designated as common stock, $0.01 per share.

We will require substantial additional capital to finance the development, testing and potential marketing of our drug candidates. The amountsCompany has traditionally financed its operations through the sale of any future grants underequity securities and intends to raise additional capital through the Amendedsale of additional equity securities. We currently have a limited number of authorized but unissued shares of Common Stock, and Restated 2015 Planthe number of our outstanding derivative securities exceeds the number of our authorized but unissued shares of Common Stock. We are not determinable as awards under the Amended and Restated 2015 Plan and will be granted at the sole discretion of the Compensation Committee, or other delegated persons and we cannot determine at this time either the persons who will receive awards under the Amended and Restated 2015 Plan or the amount or types of any such awards.

Vote Required and Board of Directors’ Recommendation

For these reasons, the Board of Directors has recommended approval of the Amended and Restated 2015 Plan which includes an increaseconsequently directly limited in the number of shares authorized to be granted thereunder. The affirmative vote of a majority of the shares cast affirmatively or negatively at the Annual Meeting is required to approve the Amended and Restated 2015 Plan.

THE BOARD OF DIRECTORS RECOMMENDS APPROVAL OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN, WHICH INCLUDES AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES AVAILABLE FOR THE GRANT OF AWARDS UNDER THE 2015 PLAN FROM 4,725,781 SHARES TO 7,250,000 SHARES OF COMMON STOCK. PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.

PROPOSAL 3: AMENDMENT OF OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE FROM 70,000,000 SHARES TO 150,000,000 SHARES THE AGGREGATE NUMBER OF SHARES OF COMMON STOCK AUTHORIZED TO BE ISSUED

The Board of Directors has determinedCommon Stock that it is advisable to increase our authorized common stock from 70,000,000 shares to 150,000,000 shares, and has voted to recommend that the stockholders adopt an amendment to our Restated Certificate of Incorporation effecting the proposed increase. The full text of the proposed amendment to the Restated Certificate of Incorporation is attached to this proxy statement as Appendix B.

As of April 30, 2018,    shares of our common stock were issued and outstanding and an additional    shares were reserved for issuance upon the exercise of options granted under our various stock-based incentive plans. In addition, shares were reserved for issuance upon the exercise of warrants, excluding 7,312,500 shares to be reserved for the Series B Warrants (described below). Accordingly, a total of    shares of common stock are available for future issuance, prior to the consideration of shares required for the Series B Warrants.

Purpose, Background and Potential Effects of the Share Increase

The Company is in the business of developing investigational drugs for the treatment of cancer. We have financed our operations primarily through public offerings and private placements of our common stock. We do not currently have any commitments for future external funding, including any arrangements with larger pharmaceutical companies or others to pay for ouron-going development costs, and none of our product candidates have been approved for sale. The Company has very limited capital, with only $0.2 million in cash and cash equivalents as of March 31, 2018, and limited access to new sources of capital. We have no source of revenue and do not expect to receive any product revenue in the near future. Until we can generate a revenue fromissue. We could attempt to raise capital through the sale of additional Preferred Stock, but our product candidates or from corporate collaboration or licensing arrangements, which we may never do, we expect to finance future cash needs through public or private equity offerings, debt or other financings. Additionally, collaboration and licensing arrangements, often involve an equity investment. With the current small pool of authorized and unissued shares of common stock, ManagementBoard believes that it is at a higher risk of being unable to raise additional capital if the Company’s stockholders do not approve the authorization of additional shares of common stock. In addition, if additional shares of common stock are not authorized, the Company may be more likely to issue shares ofpotential future financial or strategic investors in our Preferred Stock that could be detrimentalwill want an ability to the rights of common stockholders.

Managementconvert those shares into Common Stock. Consequently, our Board believes that the availability of additional authorized shares of common stock for issuance from timeCompany’s current capital structure constrains its ability to time insecure the Board of Directors’ discretion in connection with possible future financings, collaboration and licensing arrangements, or for other corporate purposes, is desirable for all stockholders because it increases the number of potential alternatives available forcapital that the Company requires to operatecontinue its business andplan.

Our Board believes that the Recapitalization, whether on its own or in combination with the Reverse Split, will provide the Company with additional flexibility necessary to pursue its strategic objectives.issue Common Stock for a variety of general corporate purposes, including future financings, licensing agreements, or other acquisitions.

In addition, on April 12, 2018,

We will require additional working capital to finance our operations. Consequently, we entered into subscription agreements with accredited investors forintend to secure additional capital through the sale of 14,625,000 shares of common stockCommon Stock or securities convertible into Common Stock. We will also continue to look at strategic acquisition and warrants to purchase 14,625,000 shares of common stock. The common stock was sold for a purchase price of $0.20 per sharelicensing transactions like the Oncotelic Merger and the warrantsPointR Merger, which we believe that they are exercisable at $0.40 per share. Halfaccretive to the value of the warrants issued,Company. There are no agreements or arrangements in place for any such future financing or other strategic transactions at this time.

Effective Time of the purchase of an aggregate of 7,312,500 shares of common stock, were Series B Warrants (the “Series B Warrants”). Recapitalization

The Series B WarrantsRecapitalization will become exercisable following stockholder approval ofrequire an amendment to the Company’s Restatedof our Certificate of Incorporation to increase the number of authorized shares of Common Stock. It will become effective on the Company’s common stockdate that our amended Certificate of Incorporation is accepted for filing with the Delaware Secretary of State, unless the amendment specifies a later date for effectiveness.

Our Board expects to file the amendment to our Certificate of Incorporation promptly following the Effective Date.

CORPORATE ACTION NO. 5

ADOPTION OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

Our Board has approved the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) substantially in an amount sufficientthe form attached hereto asExhibit A.

Reasons for the full exerciseAmendment and Restatement of the Series B Warrants (the “Stock Authorization”) and for two years thereafter. If the Stock Authorization is not obtained by June 30, 2018, the Series B Warrants will be exercisable for an additional two years. Pursuant to the termsCertificate of the subscription agreements relating to the financing described above, we are required to seek and obtain shareholder approvalIncorporation

We intend to amend and restate our certificate of incorporation to ensure the availability of sufficient

additional authorized but unissued shares of common stock for the full exercise of the Series B Warrants. The Board of Directors believes it is in our stockholders’ best interest to avoid the extension of the exercise period for the Series B Warrants by obtaining the Stock Authorization and amending our restated certificate prior to the June 30, 2018 deadline.

Other than the potential issuance of up to 7,312,500 shares of our common stock in connection with the exercise of the Series B Warrants, we currently have no definitive understandings, arrangements or agreements with respect to any future transactions or financings that would require us to authorize or issue new shares of our common stock.

The Board of Directors believes that the currently available authorized and unissued shares of common stock, in addition to being insufficient to allow for the exercise of all outstanding warrants, does not provide sufficient flexibility for corporate action in the future. Although we plan to continue to pursue sources of funding which do not involve the issuance of new equity securities, such as corporate collaborations and partnerships, if we are not successful with these efforts or if our Board of Directors otherwise determines that a financing through issuing additional shares is attractive, we want to be in a position to be able to complete such a transaction.

If this Proposal 3 is not approved by our stockholders, it is possible that financing alternatives for the Company may be limited by the lack of sufficient unissued and unreserved authorized shares of common stock, and stockholder value may be harmed by this limitation. In addition, our success depends in part on our continued ability to attract, retain and motivate highly qualified management and clinical and scientific personnel, and if this Proposal 3 is not approved by our stockholders, the lack of sufficient unissued and unreserved authorized shares of common stock to provide future equity incentive opportunities could adversely impact our ability to achieve these goals.

The issuance of additional shares of common stock could have the effect of diluting existing stockholder earnings per share, book value per share and voting power. Except for the exercise of the Series B Warrants, our stockholders do not have any right to purchase or subscribe for any part of any new or additional issuance of our securities.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of a majority of the common stock outstanding and entitled to vote at the Annual Meeting is required to approve the amendment to our Restated Certificate of Incorporation to effect the proposed increasevarious transactions described in our authorized shares.this Consent Solicitation Statement, including the Name Change, Reverse Split, Recapitalization and forum selection provision, as stated in Actions Nos. 2, 3 and 4 above. Since its initial incorporation, the Company has gone through several name changes, capital changes and other amendments to its charter documents. The restatement of the Certificate of Incorporation is intended to incorporate in a single, simplified document, all of the current charter provisions for the Company.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO APPROVE THE AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR OF THE AMENDMENT UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit CommitteeCertificate of Incorporation also includes a new forum selection provision which directs that (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim for breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, the Certificate of Incorporation or the Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine be brought exclusively in the Court of Chancery of the State of Delaware.

Our Board believes that the Court of Chancery is the best forum for adjudicating issues related to the internal affairs of the Company. The Court of Chancery hears a number of cases involving corporate governance issues arising under the Delaware General Corporation Law and has appointed OUM & Co. LLP (“OUM”),a reputation for a strong judicial bench. The forum selection provision does not apply to investor claims that arise outside of the internal affairs of the corporation, such as securities claims arising out of a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. The Securities Act of 1933 creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created under the Securities Act of 1933, so there is uncertainty as to whether a court would enforce the forum selection provision with respect to claims under the Securities Act of 1933, and in any event, our independent registered public accounting firm,stockholders cannot waive compliance with federal securities laws and the rules and regulations thereunder. Stockholders may be subject to auditincreased costs to bring these claims, and choice of forum provisions could have the effect of discouraging claims or limiting investors’ ability to bring claims in a judicial forum that they find favorable.

Effective Time of the Amendment and Restatement of the Certificate of Incorporation

The Certificate of Incorporation will become effective on the date that it is accepted for filing by the Delaware Secretary of State. The text of the Certificate of Incorporation is subject to modification to include such changes as may be required by the Delaware Secretary of State to effectuate the Amendment.

Our Board expects to file the amendment to our financial statements forCertificate of Incorporation promptly following the Effective Date.

CORPORATE GOVERNANCE

Because the actions taken in the Written Consent include the election of directors, under applicable SEC rules, we are required to provide information concerning our corporate governance with respect to the year endingended December 31, 2018. TheFollowing the Merger with Oncotelic on April 22, 2019, there were substantial changes to the Company’s Board proposes thatand executive officers. Accordingly the stockholders ratify this appointment. OUM audited our financial statementsfollowing information discusses certain corporate governance issues as they were in effect for the year ended December 31, 2017. We expect that representatives of OUM will be present at the annual meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

In deciding to appoint OUM, the Audit Committee reviewed auditor independence issues2018, as well as certain information with OUM and concluded that OUM has no commercial relationship with the Company that would impair its independence for the year ending December 31, 2018.

The submission of this matterrespect to our stockholders atBoard following the Annual Meeting is not required by law or by ourBy-laws. The Merger.

Board and Committee Meetings

Our Board consisted of Directors is nevertheless submitting it tofive members during the stockholders to ascertain their view. If this proposal is not approved at the Annual Meeting by the stockholders, the Audit Committee intends to reconsider, but might not change, its appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm.

Audit Fees

The following table presents fees for professional audit services rendered by our independent public accounting firm, OUM & Co., LLP, for the audit of the Company’s annual financial statements for the yearsyear ended December 31, 2017 and December 31, 2016, and fees billed for other services rendered during those periods.

Policy on Audit CommitteePre-Approval of Audit and Permissible

Non-audit Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation, and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy topre-approve all audit and permissiblenon-audit services provided by the independent registered public accounting firm.

Prior to engagement of the independent registered public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year for each of four categories of services to the Audit Committee for approval.

Prior to engagement, the Audit Committeepre-approves these services by category of service. The fees are budgeted, and the Audit Committee requires the independent registered public accounting firm and management to report actual fees versus the budget periodically throughout the year by category of service. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the originalpre-approval. In those instances, the Audit Committee requires specificpre-approval before engaging the independent registered public accounting firm.

The Audit Committee may delegatepre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, anypre-approval decisions to the Audit Committee at its next scheduled meeting.

Vote Required and Board of Directors’ Recommendation

Approval of the ratification of appointment of our independent registered public accounting firm requires an affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO RATIFY THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR OF THE RATIFICATION UNLESS A STOCKHOLDER INDICATES OTHERWISE ON THE PROXY.

MANAGEMENT AND CORPORATE GOVERNANCE

The Board of Directors

Our Board of Directors currently consists of five members:2018: Dr. David J. Chaplin, Dr. Simon C. Pedder, Mr. Donald R. Reynolds, Dr. Bobby W. Sandage, Jr. and Dr. William D. Schwieterman. Under ourBy-laws, Bylaws, the number of members of our Board of Directors is fixed from time to time by the Board, of Directors, and directors serve in office until the next annual meeting of stockholders and until their successors have been elected and qualified.

Committees of the Board and Meetings

Meeting Attendance.During the year ended December 31, 2017,2018, the Board of Directors held eighttwo meetings and the various committees of the Board met a total of six times.took action by written consent on two occasions. The Board of Directors has established three committees whose functions and current members are noted below. The Audit Committee, the Compensation Committee, and the Nominating and Governance Committee (collectively, the “Board Committees”) are committees of the Board of Directors andwhich consist solely of members of the Board of Directors. Our Audit Committee met four times during 2018. Our Compensation Committee and Nominating and Governance Committee each to action by written consent on one occasion in 2018. Each director who served during 20172018 attended 75% or more of the aggregate number of meetings of the Board of Directors and Board Committees on which he served during 2017.2018. The Board has also adopted a policy under which each member of the Board who chooses to attend the annual meeting of our stockholdersStockholders is expected to do so at his or her own expense. One director in office at the time of our annual meeting of stockholdersStockholders in 20172018 standing forre-election attended our 20172018 annual meeting.

In connection with the Merger, all of the directors other than Dr. Schwieterman resigned, and Dr. Trieu was appointed to the Board. In connection with Corporate Action No. 1, our Board has nominated Mr. King and Dr. Maida for election to the Board.

Committees of the Board of Directors

Our Board has established an Audit Committee.Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and responsibilities described below. Members will serve on these committees until their resignation or as otherwise determined by our Board.

Audit Committee

The Audit Committee consistsconsisted of Dr. Sandage (Chairman), Dr. Pedder and Mr. Reynolds. During 2017,Reynolds for the Audit Committee held four meetings. year ended December 31, 2018. The Board determined that Dr. Sandage is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K.

Our Audit Committee has the authority to retain and terminate the services of our independent registered public accounting firm, reviews our annual financial statements, considers matters relating to accounting policy and internal controls, and reviews the scope of our annual audits.

The Board has determined that Dr. Sandage is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of RegulationS-K. The Board of Directors has adopted a charter for the Audit Committee, which is reviewed and reassessed annually by the Audit Committee. A copy of the Audit Committee’s written charter is publicly available on our website at www.mateon.com. All of the members of our Audit Committee qualified as independent under the definition

We do not currently have any members on our Audit Committee.Dr. Maida is expected to serve as chair of our Audit Committee once his election to the Board is effective. The Board has determined that Dr. Maida is an “audit committee financial expert,” as the SEC has defined that term in Item 407 of Regulation S-K. We intend to appoint two additional members to the Audit Committee that will qualify as independent under the definition promulgated by The NasdaqNASDAQ Stock Market and OTC Markets’ OTCQX Rules for U.S. Companies.Market.

Compensation Committee.Committee

The Compensation Committee consistsconsisted of Dr. Pedder (Chairperson), Mr. Reynolds and Dr. Sandage. During 2017,Sandage for the Compensation Committee held one meeting. year ended December 31, 2018.

The Compensation Committee’s roles and responsibilities include making recommendations to the Board of Directors regarding the compensation philosophy and compensation guidelines for our executives, the role and performance of our executive officers, and appropriate compensation levels for our Chief Executive Officer (or “CEO”), which are determined without the CEO present, and other executives based on a comparative review of compensation practices of similarly situated businesses. The Compensation Committee also makes recommendations to the Board regarding the design and implementation of our compensation plans and the establishment of criteria and the approval of performance results relative to our incentive plans. Our Compensation Committee also administers our 2005 Stock Plan, our 2015 Equity Incentive Plan and the Mateon Therapeutics, Inc.our 2017 Equity Incentive Plan (the “2017 Plan”).Plan. Each member of the Compensation Committee qualifies as independent under the definition promulgated by The NasdaqNASDAQ Stock Market and OTC Markets’ OTCQX Rules for U.S. Companies, and qualifies as a“Non-Employee “Non-Employee Director” within the meaning of Rule16b-3 under the Exchange Act.

The Compensation Committee reviews and assesses the three main components of each named executive officer’s compensation: base salary, incentive compensation, and equity compensation. Adjustments to base salary are generally only made when there has been a change in the scope of the responsibilities of the named executive officer or when, based on a review of the base salary component of executive officers in companies of a similar size

and stage of development, the Compensation Committee members believe that an adjustment is warranted in order to remain competitive. The executive management of the Company determines and agrees with the Compensation Committee on its corporate goals and objectives for the ensuing year. At the end of each year, the attainment of each objective is assessed and incentive awards may be made to each executive based on his or her contribution to achieving the objectives. Awards are made based on either provisions of an executive’s employment agreement, or an assessment of each executive’s equity compensation position relative to the Company’s other executives.

The Compensation Committee also typically reviews our director compensation on at least an annual basis.

The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities, although didhas not retaindone so within the services ofpast two years.

We do not currently have any independent consultants in 2017.

A copy ofmembers on our Compensation Committee.Mr. King and Dr. Maida are expected to serve on the Compensation Committee’s written charterCommittee once their election is publicly available on our website at www.mateon.com.effective. We intend to appoint one additional member to the Compensation Committee that will qualify as independent under the definition promulgated by The NASDAQ Stock Market.

Nominating and Governance Committee. During 2017, the

Nominating and Governance Committee held one meeting.

The Nominating and Governance Committee consistsconsisted of Mr. Reynolds (Chairman), Dr. Pedder and Dr. Sandage. Sandage at December 31, 2018.

The Nominating and Governance Committee’s role and responsibilities include making recommendations to the full Board as to the size and composition of the Board and making recommendations as to particular nominees to the Board. All members of the Nominating and Governance Committee qualify as independent under the definition promulgated by The NasdaqNASDAQ Stock MarketMarket.

We do not currently have any members serving on the Nominating and OTC Markets’ OTCQX Rules for U.S. Companies.

If a stockholder wishesGovernance Committee.Mr. King and Dr. Maida are expected to nominate a candidate to be considered for election as a director at the 2019 annual meeting of stockholders using the procedures set forth in theBy-laws, it must follow the procedures described below under “Stockholder Proposals and Nominations for Director” at the end of this proxy statement.

In addition,serve on the Nominating and Governance Committee may consider candidates recommended by stockholders, as well as from other sources, such as current directors or officers, third-party search firms or other appropriate sources. For all potential candidates,once their election is effective. We intend to appoint one additional member to the Nominating and Governance Committee may consider all factors it deems relevant, suchthat will qualify as a candidate’s personal integrityindependent under the definition promulgated by The NASDAQ Stock Market.

Compensation Committee Interlocks and sound judgment, businessInsider Participation

Dr. Pedder, Mr. Reynolds and professional skills and experience, independence, knowledge of the biotechnology industry, possible conflicts of interest, diversity, the extent to which the candidate would fill a present need on the Board, and concern for the long-term interests of the stockholders. In general, persons recommended by stockholders will be considered on the same basis as candidates from other sources. If a stockholder wishes simply to propose a candidate for consideration as a nominee by the Nominating and Governance Committee, it should submit any pertinent information regarding the candidate to the Chairman of the Nominating and Governance Committee by mail at 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080. The Nominating and Governance Committee considers issues of diversity among its members in identifying and considering nominees for director, and strives where appropriate to achieve a diverse balance of backgrounds, perspectives, experience, age, gender, ethnicity and country of citizenship of the Board and its committees.

A copy of the Nominating and Governance Committee’s written charter is publicly available on our website at www.mateon.com.

Board of Directors Leadership Structure

The Board does not have a policy regarding the separation of the roles of CEO and Chairman of the Board, as the Board believes it is in the best interests of the Company to periodically make that determination based on the position and direction of the Company and the membership of the Board. The Board has determined that having an employee director serve as Chairman is in the best interest of the Company’s stockholders at this time.

The Chairman of the Board of Directors provides leadership to the Board and works with the Board to define its activities and the calendar for fulfillment of its responsibilities. The Chairman of the Board of Directors approves the meeting agendas after input from management, facilitates communication amongDr. Sandage were members of the Compensation Committee in 2018. No member of the Compensation and Management Development Committee has had a relationship with our Company or any of our subsidiaries other than as a director and stockholder and no member has been an officer or employee of our Company or any of our subsidiaries, a participant in a “related person” transaction or an executive officer of another entity where one of our executive officers serves on the Board.

Director Independence

Our Board and presides at meetingsreviewed the composition of our Board and stockholders.its committees and the independence of each director for the year ended December 31, 2018. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board determined that each of our former directors, with the exception of Dr. Schwieterman has servedand Dr. Chaplin, is an “independent director” as Chairmandefined under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Neither Dr. Trieu nor Dr. Schwieterman are independent. Our Board believes that each of Directors since August 18, 2016.Mr. King and Dr. Maida, when their election is effective, will each be an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq Listing Rules.

Director Compensation

The Chairmanfollowing table shows the total compensation paid or accrued during 2018 to each of our non-employee directors. Directors who are employed by us are not compensated for their service on our Board.

Although the initial terms of the Board of Directors, the Chairmanabove options provided that they vest one year subsequent to grant, pursuant to rules of the Audit Committee,SEC the CEOvalues in the table represents the full value at the grant date only and the othervalues do not take into account subsequent increases or decreases in actual value to the recipient. See Note 6 to our Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2018, for additional information regarding the assumptions used to determine the fair value of each of the option awards in this table. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Significant Judgments and Estimates” in the Form 10-K.

The following is a description of the standard compensation arrangements under which our non-employee directors have been compensated for their service as directors, including as members of the Board work in concert to provide oversightvarious Committees of our managementBoard.

Fees. In October 2016, the Board amended and affairs. We believe thatrestated its director compensation policy (as amended and restated, the leadership“2016 Director Compensation Policy”). In accordance with the 2016 Director Compensation Policy, the following cash fees are payable to non-employee directors quarterly in arrears at the end of each quarter:

A new non-employee director joining the Board during the course of the Chairmanyear on a date other than the first day of the Board fosters a culture of open discussion and deliberation, with a thoughtful evaluation of risk, to support our decision-making. Our Board encourages communication among its members and between management andfiscal quarter would receive his or her cash compensation for that quarter pro-rated. In October 2017, the Board suspended all cash payments for Board service until the Company’s financial position improved sufficiently to facilitate productive working relationships. Working with the other memberswarrant reinstatement of the Board, the Chairman also works to ensure that there is an appropriate balance and focus among key board responsibilities such as strategic development, review of operations and risk oversight.cash fees.

The Board intends to re-evaluate compensation, including non-employee director compensation, following the constitution of Directors’ Roleits Compensation Committee.

Equity Grants. In accordance with the 2016 Director Compensation Policy, on the date of each annual meeting, each non-employee director was granted a non-qualified stock option to purchase shares of our Common Stock valued at $40,000 on the date of grant, which will vest in Risk Oversightfull one year from the grant date, subject to the applicable director’s continued service on the Board as of the vesting date.

A new non-employee director joining the Board was granted an option to purchase shares of our common stock valued at $50,000 on or shortly after the first date of his or her service, which will vest over a three-year period subject to the director’s continued service on the Board as of each vesting date.

Each option granted under the 2016 Director Compensation Policy had an exercise price equal to the closing price of our common stock on the applicable trading market on the date of grant, or if the date of grant is not a trading day, the closing price on the next trading day following the date of grant, and each option will have a term of six years. The number of options to be received under the 2016 Director Compensation Policy will be calculated using the Black-Scholes valuation method.

Options granted pursuant to the 2016 Director Compensation Policy are subject to the terms and conditions of the applicable stock plan. Under the terms of the 2015 Incentive Plan and the 2017 Incentive Plan, directors may be granted shares of common stock, stock-based awards, and/or stock options to purchase shares of common stock.

The Board plays an important role in risk oversight through direct decision-making authority with respectintends to significant matters andre-evaluate compensation, including non-employee director compensation, following the oversightconstitution of management by the Board and its committees. In particular, the Board administers its risk oversight function through (1) the review and discussion of regular periodic reports to the Board and its committees on topics relating to the risks that we face, (2) the required approval by the Board (or a committee of the Board) of significant transactions and other decisions, (3) the direct oversight of specific areas of our business by the Audit and Compensation Committees, and (4) regular periodic reports from our auditors and outside advisors regarding various areas of potential risk, including, among others, those relating to our internal control over financial reporting. The Board also relies on management to bring significant matters impacting us to the Board’s attention.Committee.

Pursuant to the Audit Committee’s charter, the Audit Committee is responsible for discussing the guidelines and policies that govern the process by which our exposure to financial risk is assessed and managed by management. As part of this process, the Audit Committee discusses our major financial risk exposures and steps that management has taken to monitor, control, and report such exposure. In addition, we, under the supervision of the Audit Committee, have established procedures available to all employees for the anonymous and confidential submission of complaints relating to any matter to encourage employees to report questionable activities directly to our senior management and the Audit Committee. Because of the role of the Board in risk oversight, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to our operations. The Board recognizes that there are different leadership structures that could allow it to effectively oversee the management of the risks relating to our operations; however, the Board believes its current leadership structure enables it to effectively provide oversight with respect to such risks.

Stockholder Communications to the Board

Generally, stockholdersStockholders who have questions or concerns should contact our Investor Relations department at (650)635-7000. However, any stockholdersStockholders who wish to address questions regarding our business directly with the Board, of Directors, or any individual director, should submit his or her questions to the appropriate director using the Investor Relations email link in the “Contact Us”“Contact Us” section on the Company’sour website at www.mateon.com.

Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications. Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

In addition, any material that is unduly hostile, threatening, or illegal in nature may be excluded, provided that any communication that is filtered out will be made available to any outside director upon request.

Our whistleblower hotline is accessible by telephone at844-990-0002, bye-mail at reports@lighthouse-services.com,eports@lighthouse-services.com, and online at http://www.lighthouse-services.com/Mateon.

EXECUTIVE OFFICERS OF THE COMPANY

See “Proposal 1 – Election

Because the actions taken in the Written Consent include the election of Directors” abovedirectors, under applicable SEC rules we are required to provide information concerning our executive officers and executive compensation with respect to the year ended December 31, 2018. Following that period, the Company entered into the Merger with Oncotelic. Pursuant to the Merger, the Company’s Board and executive officers were substantially reorganized. Accordingly the following information discusses our executive officers and executive compensation for the biography ofyear ended December 31, 2018, as well as certain information with respect to our Presidentexecutive officers following the Merger.

Executive Officers

For the year ended December 31, 2018, Dr. Schwieterman and Chief Executive Officer, William D. Schwieterman, M.D.

Matthew M. Loar age 55,were the Company’s named executive officers. Dr. Schwieterman’s biography is above. Mr. Loa’s biography is as follows:

Matthew M. Loar was appointed as ourthe Company’s Chief Financial Officer in July 2015.2015 until his resignation in June 2019. Mr. Loar was previously Chief Financial Officer of KineMed, Inc., a privately held biotechnology company, from January 2014 to July 2015. From January 2010 to January 2014, Mr. Loar was an independent financial consultant to companies in the biopharmaceutical industry. While consulting, he also served as acting Chief Executive Officer and Chief Financial Officer of Neurobiological Technologies, Inc. (NTI), a publicly traded pharmaceutical company, beginning infrom February 2010 and currently continuing,through February 2019 and as Chief Financial Officer of Virolab, Inc., a biotechnology company, from May 2011 to August 2012. Previously, he was Chief Financial Officer of NTI from April 2008 to December 2009. Earlier in his career, Mr. Loar was Chief Financial Officer of Osteologix, Inc., a publicly traded pharmaceutical company, from 2006 to 2008, and of Genelabs Technologies, Inc., a publicly traded biopharmaceutical and diagnostics company, from 1995 to 2006. Mr. Loar currently serves on the board of directors of NTI. Mr. Loar received a B.A. in Legal Studies from the University of California, Berkeley and is a Certified Public Accountant (inactive) in California. We have an employment agreement with

On April 22, 2019, Dr. Schwieterman resigned from his position as the Company’s Chief Executive Officer, pursuant to the terms of the Merger Agreement and the Separation and Release Agreement dated April 17, 2019 between the Company and Dr. Schwieterman.

On June 30, 2019, Mr. Loar resigned from his position as further described under “Execution Compensation – Narrative Disclosurethe Company’s Chief Financial Officer, pursuant to Summary Compensation Table.”the terms of the Separation and Release Agreement dated July 1, 2019 between the Company and Mr. Loar.

AUDIT COMMITTEE REPORT

The Auditfollowing individuals have been appointed the executive officers of the Company to serve until the next annual meeting of the Board and until their successors are duly elected and qualified.

Vuong Trieu, Ph.D., Chief Executive Officer (biography above).

Amit Shah was appointed as our Chief Financial Officer effective in July 2019. Mr. Shah has served as a senior financial officer for a number of life science companies, including Chief Financial Officer at Marina Biotech, Inc., a publicly traded biotechnology company (2017 to 2018); Vice President of Finance & Accounting Insightra Medical Inc. (2014 to 2015), Acting Chief Financial Officer of Insightra Medical Inc. (2015); VP Finance and Acting Chief Financial Officer at IgDraSol Inc. (2013); Corporate Controller & Director of Finance at ISTA Pharmaceuticals (2010 to 2012); Corporate Controller at Spectrum Pharmaceuticals (2007 to 2010): and as Controller / Senior Manager Internal Audits at Caraco Pharmaceuticals Laboratories (2000 to 2007). In addition to his work with life sciences companies, Mr. Shah served as the Chief Financial Officer at Eagle Business Performance Services, a management consulting and business advisory firm (2018 through March 2019) and as a consultant and ultimately Senior Director of Finance – ERP, at Young’s Market Company (2015 to 2017). Mr. Shah received a Bachelor’s of Commerce degree from the University of Mumbai, and is an Associate Chartered Accountant from The Institute of Chartered Accountants of India. Mr. Shah is also an inactive CPA from Colorado, USA.

Fatih Uckun, M.D., Ph.D., was appointed Oncotelic Inc.’s Chief Medical Officer in January 2019. Prior to joining Oncotelic, Dr. Uckun served as Head of Immuno-Oncology at Ares Pharmaceuticals (from 2015 to 2019) and Executive Medical Director and Strategy Lead in Global Oncology and Hematology at Syneos Health (from 2017 to 2018). Prior to this, he was Vice President of Research and Clinical Development at Nantkwest, Chief Scientific Officer of Jupiter Research Institute and, before that, held senior-level scientific and research positions at Parker Hughes Institute and its cancer center, Paradigm Pharmaceuticals, and the Children’s Cancer Study Group. From 2012-2015, Dr. Uckun served as chair of the Biotargeting Working Group and a Member of the Coordination and Governance Committee of the BoardNCI Alliance for Nanotechnology in Cancer. From 2009 to 2015 he was a Professor of Directors, the membersPediatrics and Head of which have been appointed by the Board of DirectorsTranslational Research in Leukemia and which consists entirely of directors who meet the independence and experience requirements of The Nasdaq Stock Market and the independence requirementsLymphoma of the OTC Markets’ OTCQX RulesChildren’s Center for U.S. Companies, has furnishedCancer and Blood Diseases at the following report:

The Audit Committee assistsUniversity of Southern California. During his tenure at the Board in overseeingUniversity of Minnesota from 1986 to 1997, Dr. Uckun worked as a Professor of Therapeutic Radiology- Radiation Oncology, Pharmacology, and monitoring the integrity of our financial reporting process, compliance with legal and regulatory requirements and the quality of internal and external audit processes. This committee’s role and responsibilities are set forth in our charter adopted by the Board, which is available on our website at www.mateon.com. This committee reviews and reassesses our charter annually and recommends any changes to the Board for approval. The Audit Committee is responsible for overseeing our overall financial reporting process, and for the appointment, compensation, retention, and oversightPediatrics as well as Director of the workBiotherapy Institute at the University of OUM & Co. LLP. In fulfilling its responsibilities forMinnesota, where he became the financial statements for 2017,first recipient of the Audit Committee took the following actions:Endowed Hughes Chair in Biotherapy.

Based on the Audit Committee’s review of the audited financial statements and discussions with management and OUM & Co. LLP, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form10-K for the year ended December 31, 2017, for filing with the SEC.

RESPECTFULLY SUBMITTED,

Members of the Mateon Therapeutics, Inc. Audit Committee

Bobby W. Sandage, Jr., Ph.D.

Simon C. Pedder, Ph.D.

Donald R. Reynolds

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC and us initial reports of beneficial ownership and reports of changes in beneficial ownership of our common stock and other equity securities. For these purposes, the term “other equity securities” would include options granted under the 2005 Stock Plan, the 2015 Plan and the 2017 Plan. To our knowledge, based solely on a review of the forms and written representations received by us from our Section 16 reporting persons, during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to the reporting persons were properly and timely satisfied.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our Audit Committee reviews and approves in advance all related person transactions.

Our Board of Directors has reviewed the materiality of any relationship that each of our directors has with the Company, either directly or indirectly. Based upon this review, our Board has determined that each of the nominees except for2018, Dr. Chaplin and Dr. Schwieterman qualify as “independent directors” as defined under the rules of The Nasdaq Stock Market and OTC Markets’ OTCQX Rules for U.S. Companies.

Dr. Chaplin is a resident of the United Kingdom, and during 2016 the services he performed for Mateon while in the United Kingdom were conducted through Aston Biopharma LTD, an entity which Dr. Chaplin controlled, while the payment for services Dr. Chaplin performed for Mateon while he was in the United States were made directly to Dr. Chaplin. We paid Aston Biopharma LTD approximately $105,750 as compensation for services Dr. Chaplin performed while he was in the United Kingdom during 2016, and his compensation for services as an employee was reduced by this amount. Aston Biopharma LTD and Mateon terminated the consultancy agreement effective as of January 1, 2017 and all payments for Dr. Chaplin’s services were thereafter made directly to Dr. Chaplin. The compensation Dr. Chaplin has received from the Company is further described under “Executive Compensation”, and includes compensation received under the consultancy agreement with Aston Biopharma LTD.

On April 12, 2018, we closed a private placement transaction in which we received net proceeds of approximately $2.4 million. The private placement transaction consisted of the sale of 58.5 units at a purchase price of $50,000 per unit, and each unit contained 250,000 shares of our common stock and warrants to purchase up to 250,000 shares of our common stock. The purchase price of the common stock was $0.20 per share and warrants are exercisable at $0.40 per share. Dr. Schwieterman purchased 2.5 units and Mr. Loar and Mr. Reynolds each purchased one unit inwere the private placement transaction. The purchases of Dr. Schwieterman, Mr. Loar and Mr. Reynolds were reviewed in advance by disinterested directors on the Audit Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Company’s named executive officers. The following tables set forth certain information with respectdiscussion relates to the beneficial ownership of our common stock as of April 12, 2018their compensation for (a) each of our executive officers named in the Summary Compensation Table, (b) each of our directors, (c) all of our current directors and executive officers as a group, and (d) each stockholder known by us to own beneficially more than 5% of our common stock. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. We deem shares of common stock that may be acquired by an individual or group within 60 days of April 12, 2018 pursuant to the exercise of options or warrants to be outstanding for the purpose of computing the percentage ownership of such individual or group, but such shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the tables. Except as indicated in footnotes to these tables, we believe that the stockholders named in these tables have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders. Ownership determinations are based on 41,169,934 shares of common stock outstanding on April 12, 2018. Unless otherwise indicated, the address of each stockholder is c/o Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, CA 94080.period.

The determination that there were no persons, entities or groups known to us to beneficially own more than 5% of our outstanding common stock as of April 12, 2018, was based on a review of all statements filed with respect to us since the beginning of the past year with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the total compensation paid or accrued during 2018 and 2017 and 2016 to (1) our President and Chief Executive Officer (2) ourand the Chief Financial Officer, and (3) our Chief Scientific Officer, the latter two of which are our next most highly compensatedis the only other executive officersofficer earning more than $100,000 in 2017.2018.

Although all stock optionsawards in this table represent the estimated award value at the time of grant using a Black-Scholes option pricing model with the following weighted-average assumptions:

The values of stock option grants shown in the table represent the full estimated Black-Scholes option value at the grant date, pursuant to compensation disclosure rules of the SEC. However, the stock option grants in the table vest over aone to four year period, pursuant to rules of the SEC the value in the table represents full value at the grant date onlyyears, and the values shown do not take into account subsequent increases or decreases in actual value to the recipient. See the Narrative Disclosure below for information regarding the number of shares granted to each of the named executive officers. See Note 6 to our Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 20172018 for additional information regarding the assumptions used to determine the fair value of each of the option awards in this table. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Operations—Critical Accounting Policies and Significant Judgments and Estimates” in our Annual Report on Form 10-K for the Form10-K.year ended December 31, 2018.

(2) Represents costs for a furnished apartment in San Francisco, California, the cost of one economy class round-trip ticket between San Francisco, California and Mobile, Alabama per month, and the income tax impact of these expenses.

Narrative Disclosure to Summary Compensation Table

Dr. William D. Schwieterman.Schwieterman. On May 15, 2015, we entered into an employment agreement with Dr. Schwieterman for his service as President and Chief Executive Officer, which was subsequently amended on July 31, 2015. Pursuant to the terms of this agreement, Dr. Schwieterman iswas entitled to receive an annual base salary of $410,000. In addition, he iswas eligible for an annual bonus of up to fifty percent of his then-current annual base salary, based on the Board of Directors’Board’s assessment of his performance and the Company’s performance. For calendar year 2016, the Board of Directors determined that Dr. Schwieterman’s annual bonus would be at 50% of the targeted level, and for calendar year 2017, the Board of Directors determined that he would not receive an annual bonus due to the financial condition of the Company.

Dr. Schwieterman’s employment agreement also providesprovided for the Company to pay the costs of furnished housing in San Francisco, California and the cost of one economy class roundtrip airplane ticket between San Francisco, California and Mobile, Alabama per month.

On October 2, 2017, the Company and Dr. Schwieterman agreed to a 50% reduction in his base annual salary, (to $205,000)to $205,000, with reinstatement to previous levels contingent on the Company raising additional funding of at least. $4 million or the execution of a licensing or collaboration agreement with certain conditions. Dr. Schwieterman continued to receive the reduced salary until the Merger. For calendar years 2018 and 2017, the Board determined that Dr. Schwieterman would not receive an annual bonus due to the financial condition of the Company.

On January 12, 2017, the Company granted Dr. Schwieterman options to purchase 550,000 shares of our Common Stock with an exercise price of $0.375 per share, which vest over a four-year period. On June 20, 2018, the Company granted Dr. Schwieterman options to purchase 1,000,000 shares of our Common Stock with an exercise price of $0.22 per share, which vest in monthly installments over a one-year period. The one-year vesting period for the option granted in 2018 was chosen to partially compensate Dr. Schwieterman for the below-market salary that has been effective since October 2, 2017.

On April 17, 2019, Dr. Schwieterman and the Company entered into a Separation and Release Agreement (the “Schwieterman Agreement”), providing, among other things, that Dr. Schwieterman will receive, in lieu of any other severance payments otherwise due and payable to Dr. Schwieterman, which currently aggregate $410,000 upon a change in control of the Company, (i) a payment of $205,000 in cash, upon the closing of a financing in which at least $10 million in gross proceeds is received by the Company subsequent to the closing of the Merger, and (ii) an additional payment of $205,000 in cash, upon the closing of a financing in which at least an additional $10 million in gross proceeds is received by the Company.

Matthew M. Loar. On July 20, 2015, we entered into an employment agreement (the “Loar Agreement”) with Mr. Loar for his service as our Chief Financial Officer. Pursuant to the terms of the Loar Agreement, Mr. Loar was entitled to receive an annual base salary of $325,000. In addition, he was eligible for an annual bonus of up to thirty-five percent of his then-current annual base salary, based on the Board’s assessment of his performance and the Company’s performance.

On October 2, 2017, the Company and Mr. Loar agreed to a 50% reduction in his base annual salary, to $162,500, with reinstatement to previous levels contingent on the Company raising additional funding of at least $4 million or the execution of a licensing or collaboration agreement with certain conditions. Dr. Schwieterman continues to receive the reduced salary as of the date of the filing of this proxy statement.

Dr. Schwieterman may terminate his employment upon written notice to us. We may terminate his employment without prior written notice for cause, or without cause on sixty days’ prior written notice. If his employment is terminated by us for cause, by reason of his death or disability or by Dr. Schwieterman without good reason, we will pay him the amount of our accrued obligations as of the date of such termination. If his employment is terminated by us other than for cause or by Dr. Schwieterman with good reason, we will pay him the accrued obligations, an amount equal to twelve months of his then-current base salaryFor calendar years 2018 and twelve months of health insurance premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), subject to the conditions outlined in the agreement.

If his employment is terminated by us other than for cause or by Dr. Schwieterman with good reason in the one year following the effective date of a change in control of the Company, we will pay him our accrued obligations, an amount equal to twelve months of his then-current base salary and twelve months of COBRA premiums on the same conditions described above. In addition, all of his unvested equity awards outstanding on the date of termination shall vest and be immediately exercisable. Dr. Schwieterman has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee.

All payments made and benefits available to Dr. Schwieterman in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement.

On March 21, 2016, the Company granted Dr. Schwieterman options to purchase 500,000 shares of our common stock with an exercise price of $0.7277 per share, which vest over a four year period. On January 12, 2017, the Company granted Dr. Schwieterman options to purchase 550,000 shares of our common stock with an exercise price of $0.375 per share, which vest over a four year period.

Matthew M. Loar. On July 20, 2015, we entered into an employment agreement with Mr. Loar for his service as our Chief Financial Officer. Pursuant to the terms of this agreement, Mr. Loar is entitled to receive an annual base salary of $325,000. In addition, he is eligible for an annual bonus of up to thirty-five percent of his then-current annual base salary, based on the Board of Directors’ assessment of his performance and the Company’s performance. For calendar year 2016, the Board of Directors determined that Mr. Loar’s annual bonus would be at 50% of the targeted level, and for calendar year 2017, the Board of Directors determined that heLoar would not receive an annual bonus due to the financial condition of the Company.

On October 2, 2017, the Company and Mr. Loar agreed to a 50% reduction in his base annual salary (to $162,500), with reinstatement to previous levels contingent on the Company raising additional funding of at least $4 million or the execution of a licensing or collaboration agreement with certain conditions. Mr. Loar continues to receive the reduced salary as of the date of the filing of this proxy statement.

Mr. Loar may terminate his employment agreement upon written notice to us. We may terminate the employment agreement without prior written notice for cause, or without cause on sixty days’ prior written notice. If his employment is terminated by us for cause, by reason of his death or disability or by Mr. Loar without good reason, we will pay him the amount of our accrued obligations, as of the date of such termination. If his employment is terminated by us other than for cause or by Mr. Loar with good reason, we will pay him the accrued obligations, an amount equal to twelve months of his then-current base salary and twelve months of health insurance premiums pursuant to COBRA, subject to the conditions outlined in the agreement.

If his employment is terminated by us other than for cause or by Mr. Loar with good reason in the one year following the effective date of a change in control of the Company, we will pay him our accrued obligations, an amount equal to twelve months of his then-current base salary and twelve months of COBRA premiums on the same conditions described above. In addition, all of his unvested equity awards outstanding on the date of termination shall vest and be immediately exercisable. Mr. Loar has also agreed not to directly or indirectly solicit for employment, during his employment and for a twelve month period following termination of his employment, any person who is (or has been in the past year) a Company officer, executive or key employee.

All payments made and benefits available to Mr. Loar in connection with his employment agreement will comply with Internal Revenue Code Section 409A in accordance with the terms of his employment agreement.

On March 21, 2016, the Company granted Mr. Loar options to purchase 262,500 shares of our common stock with an exercise price per share of $0.7277 per share, which vest over a four year period. On January 12, 2017, the Company granted Mr. Loar options to purchase 350,000 shares of our common stock with an exercise price of $0.375 per share, which vestvested over a four yearfour-year period.

Dr. David J. Chaplin. On May 12, 2015 we entered into an amended and restated employment agreement with Dr. Chaplin for his services as our Chief Scientific Officer. Pursuant to the terms of his employment agreement, Dr. Chaplin is entitled to receive an annual base salary of $220,000. In addition, he is eligible to be awarded an annual bonus of up to thirty-five percent of his then-current annual base salary, based on the Board of Directors’ assessment of his performance and the Company’s performance. For calendar year 2016, the Board of Directors determined that Dr. Chaplin’s annual bonus would be at 50% of the targeted level, and for calendar year 2017, the Board of Directors determined that he would not receive an annual bonus due to the financial condition of the Company.

On October 2, 2017,June 20, 2018, the Company and Dr. Chaplin agreed to a 50% reduction in his base annual salary (to $110,000), with reinstatement to previous levels contingent on the Company raising additional funding of at least $4 million or the execution of a licensing or collaboration agreement with certain conditions. Dr. Chaplin continued to receive the reduced salary through his retirement from employment with the Company on January 11, 2018.

On March 21, 2016, we granted Dr. ChaplinMr. Loar options to purchase 262,500 shares of our common stock with an exercise price per share of $0.7277 per share which were scheduled to vest over a four year period. On January 12, 2017, the Company granted Dr. Chaplin options to purchase 262,500750,000 shares of our common stock with an exercise price of $0.375$0.22 per share, which were scheduled to vestvested in monthly installments over a four yearone-year period. The unvested portionone-year vesting period for the option granted in 2018 was chosen to partially compensate Mr. Loar for the below-market salary that had been effective.

On July 1, 2019, Mr. Loar and the Company entered into a Separation and Release Agreement (the “Loar Separation Agreement”), providing, among other things, that Mr. Loar will receive, in lieu of theseany other severance payments, a payment of $16,250 for each $1 million in gross proceeds received by the Company in future financings up to a maximum of $325,000. In addition, the Company agreed to extend the term and exercise period of all outstanding vested options terminated following Dr. Chaplin’s retirement.

Outstanding Equity Awards at FiscalYear-End

The following table shows all outstanding grants of stock options as of December 31, 20172018 to each of the executive officers named in the Summary Compensation Table. There were no grants of unvested stock awards outstanding as of December 31, 2017.2018. Exercise prices shown are rounded to the nearest whole cent.

Pension Benefits

We do not have any qualified ornon-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have anynon-qualified defined contribution plans or other deferred compensation plans.

Potential Payments Upon Termination orChange-In-Control

We have entered into certain agreements and maintainmaintained certain plans that may requirehave required us to make certain payments and/or provide certain benefits to Dr. Schwieterman and Mr. Loar in the event of a termination of their employment or a change of control of the Company.Company during their employment.

Pursuant to the Schwieterman Agreement, Dr. Chaplin retired from his position withSchwieterman will receive, in lieu of any other severance payments otherwise due and payable to Dr. Schwieterman, (i) a payment of $205,000 in cash, upon the closing of a financing in which at least $10 million in gross proceeds is received by the Company effective January 11, 2018subsequent to the closing of the Merger, and he(ii) an additional payment of $205,000 in cash, upon the closing of a financing in which at least an additional $10 million in gross proceeds is received no benefits upon terminationby the Company.

Pursuant to the Loar Separation Agreement, Mr. Loar will receive, in lieu of any other severance payments, a payment of $16,250 for each $1 million in gross proceeds received by the Company in future financings up to a maximum of $325,000. In addition, the Company agreed to extend the term and exercise period of all outstanding vested options held by Mr. Loar for a period of 24 months from the date of the Loar Separation Agreement.

Employment Agreements

On August 23, 2019, the Company entered into Employment Agreements and incentive compensation arrangements with each of its executive officers. The Employment Agreements provide for annual base salaries for each year of the term, subject to review and adjustment by the Board or the Compensation Committee from time to time. Each Employment Agreement provides that the executive shall be eligible for an annual discretionary cash bonus expressed as a percentage the executive’s base salary, subject to their achievement of performance targets and goals established by the Board or the Compensation Committee. Each of the executive officers entered into the Company’s standard form of indemnification agreement.

The initial base salaries and discretionary cash bonus amounts have been set for the executives as follows:

Each of the Employment Agreements provides that the executive will receive only a portion of the base salary until the completion of a “Financing Event”, which is: (a) the closing of an equity or debt financing with gross proceeds equal to or greater than $4,000,000; (b) the execution of a licensing or collaboration agreement with an up-front payment equal to or greater than $4,000,000; or (c) any combination of (a) and (b) whereby the gross proceeds are equal to or greater than $4,000,000. Messrs. Trieu, Uckun and Park will be paid 50% of their base salary, and Mr. Shah shall receive 60% of his base salary until the completion of a Financing Event. Under the Employment Agreements, the base salary for each executive increases to 100% effective on the closing of the Financing Event and going forward thereafter.

The Employment Agreements provide for equity awards to each executive under the terms of the Mateon Inc. 2017 Equity Incentive Plan (the “Stock Plan”). Each Employment Agreement provides that the executive will receive a restricted stock grant of the Company’s common stock, par value $0.01 per share. The Company will compensate Messrs. Trieu, Uckun, Park and Shah for the taxes actually incurred on grant of the restricted shares. The restricted stock will vest fully on the one year anniversary of employment. Because Dr. Chaplin retired from his position withThe Employment Agreements also provide for grants of incentive stock options to purchase shares of the Company’s common stock under the Stock Plan. Such options were granted at an exercise price of $0.21equal to the Fair Market Value (as defined in the Stock Plan) on the date of grant, and shall vest and become exercisable after one year of employment. Thereafter, each Employment Agreement contemplates that the executive will be eligible to receive a comparable annual grant of restricted shares or stock options as approved by the Board or Compensation Committee and which shall contain the customary terms and provisions of such grants generally to key executives under the Stock Plan.

The initial restricted stock grants and stock option grants have been set for the executives as follows:

The Employment Agreements each have a term that continues until terminated by the Company he is no longer eligibleor the executive. In the event that the Company terminates an executive for payments“Cause”, or certain benefitsan executive voluntarily resigns his employment, on termination the executive will be entitled to receive all accrued and unpaid base salary, any accrued and unused paid time off, and reimbursement of outstanding business expenses. If the Employment Agreements are terminated by the Company without “Cause” or the executive resigns for “Good Reason” (each as defined in the event ofEmployment Agreement) then the executive will be entitled to additional severance benefits including: (a) a change in controllump sum payment equal to 12 months’ of the Company. executive’s then current base salary (18 months in the case of Dr. Trieu); (b) accelerated vesting of all outstanding stock options and incentive compensation awards, and (c) insurance benefits or COBRA coverage for 12 months (18 months in the case of Dr. Trieu).in addition to payment of accrued and unpaid

The Employment Agreements also contain other customary terms and conditions, including covenants and restrictions related to contribution of intellectual property, confidentiality and non-solicitation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table summarizes the potential payments to Dr. Schwieterman and Mr. Loar assuming that onesets forth information, as of the described termination events occurs. The table assumes thatRecord Date, regarding the event occurred on December 31, 2017, the last daybeneficial ownership of our fiscal year. On the final trading day of our fiscal year, the closing price of our common stock on OTCQX marketplace was $0.15 per share.

William D. Schwieterman, M.D.

Matthew M. Loar

The information set forth above is described in more detail in the Narrative Disclosure to the Summary Compensation Table.

As defined in the employment agreements, a “Change in Control” means the following during the employment term:Common Stock by:

In each such case the Change of Control must also meet the requirements of a “Change of Control Event” within the meaning of Section 409(a)(2)(A)(v) of the Code.

Each of Dr. Schwieterman and Mr. Loar will be entitled to certain benefits as described in the table above if his employment is terminated by the Company for reasons other than cause or by him with good reason. “Cause,” as defined in the employment agreements, means:

“Good Reason,” as defined in the employment agreements, means the Company:

Good Reason must also meet the requirements for a good reason termination in accordance with Code Section 409A, and any successor statute, regulation and guidance thereto.

Director Compensation

The following table shows the total compensation paid or accrued during 2017 to each of ournon-employee directors. Directors who are employed by us are not compensated for their service on our Board of Directors.

Although the above options vest one year subsequent to grant, pursuant to rules

The address for each beneficial owner listed is c/o Mateon Therapeutics, Inc. 29397 Agoura Road, Suite 107, Agoura Hills, California, 91301. Each of the SEC the values in the table represents the full value at the grant date onlystockholders listed has sole voting and the values do not take into account subsequent increases or decreases in actual valueinvestment power with respect to the recipient. See Note 6shares beneficially owned by the stockholder, subject to our Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 2017, for additional information regarding the assumptions used to determine the fair value of each of the option awards in this table. See also our discussion of stock-based compensation under “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Significant Judgments and Estimates” in the Form10-K.community property laws where applicable.

The following is a description of the standard compensation arrangements under which ournon-employee directors are compensated for their service as directors, including as members of the various Committees of our Board.

Fees. In July 2014, the Board of Directors adopted a director compensation policy, which was amended and restated on October 25, 2016, (as amended and restated, the “2016 Director Compensation Policy”). In accordance with the 2016 Director Compensation Policy, the following cash fees are payable tonon-employee directors quarterly in arrears at the end of each quarter:

A newnon-employee director joining the Board during the course of the year on a date other than the first day of the quarter will receive his or her cash compensation for that quarterpro-rated.

In October 2017, the Board of Directors suspended all cash payments for board service until the Company’s financial position improved sufficiently to warrant reinstatement of cash fees. As of the date of the filing of this proxy statement, board members continue to receive no fees.

Equity Grants. In accordance with the 2016 Director Compensation Policy, on the date of each annual meeting, eachnon-employee director is granted anon-qualified stock option to purchase shares of our common stock valued at $40,000 on the date of grant, which will vest in full one year from the grant date, subject to the applicable director’s continued service on the Board as of the vesting date.

A newnon-employee director joining the Board will be granted an option to purchase shares of our common stock valued at $50,000 on or shortly after the first date of his or her service, which will vest over a three year period subject to the director’s continued service on the Board as of each vesting date.

Each option granted under the 2016 Director Compensation Policy will have an exercise price equal to the closing price of our common stock on OTCQX marketplace (or other applicable trading market) on the date of grant, or if the date of grant is not a trading day, the closing price on the next trading day following the date of grant, and each option will have a term of six years. The number of options to be received under the 2016 Director Compensation Policy will be calculated using the Black-Scholes valuation method.

Options granted pursuant to the 2016 Director Compensation Policy are subject to the terms and conditions of the applicable stock plan. Under the terms of the 2015 Incentive Plan and the 2017 Incentive Plan, directors may be granted shares of common stock, stock-based awards, and/or stock options to purchase shares of common stock.

Summary Description of the Company’s 2017 Plan

On January 12, 2017, the Board of Directors, with the approval of the Compensation Committee of the Board, adopted and approved the Mateon Therapeutics, Inc. 2017 Equity Incentive Plan (the “2017 Plan”). The following is a summary of the 2017 Plan, which is qualified in its entirety by reference to the text of the 2017 Plan and the form of option agreement under the 2017 Plan, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to the Company’s Form8-K, filed with the SEC on January 13, 2017.

Eligibility. The 2017 Plan allows us, under the direction of our Compensation Committee, to make grants of stock options, restricted and unrestricted stock awards, and other stock-based awards to employees, consultants and directors. The purpose of these awards is to attract and retain key individuals, further align employee and stockholder interests, and provide additional incentive for them to promote our success or the success of our affiliates.

Shares Available for Issuance. The 2017 Plan provides for the issuance of up to 2,000,000 shares of our common stock. Generally shares of common stock reserved for awards under the 2017 Plan that lapse or are cancelled, forfeited, surrendered or terminated for any reason will be added back to the share reserve available for future awards. However, shares of common stock tendered in payment for an award or shares of common stock withheld for taxes will not be available again for grant.

Stock Options. Stock options granted under the 2017 Plan must benon-qualified stock options, which are not intended to meet the requirements of Section 422 of the Internal Revenue code. Award agreements for stock options include rules, for exercise of the stock options after termination of service. Options may not be exercised unless they are vested, and no option may be exercised after the end of the term set forth in the award agreement. Generally, stock options will be exercisable for three months after termination of service for any reason other than death or total and permanent disability, and for twelve months after termination of service on account of death or total and permanent disability.

Restricted Stock. Restricted stock is common stock that is subject to restrictions, including a prohibition against transfer and a substantial risk of forfeiture, until the end of a “restricted period” during which the grantee must satisfy certain vesting conditions. If the grantee does not satisfy the vesting conditions by the end of the restricted period, the restricted stock is forfeited. During the restricted period, the holder of restricted stock has the rights and privileges of a regular stockholder, except that the restrictions set forth in the applicable award agreement apply. For example, the holder of restricted stock may vote and receive dividends on the restricted shares; but he or she may not sell the shares until the restrictions are lifted.

Other Stock-Based Awards. The 2017 Plan also authorizes the grant of other types of stock-based compensation including, but not limited to stock appreciation rights, phantom stock awards, and stock unit awards. Our Compensation Committee may award such stock-based awards subject to such conditions and restrictions as it may determine. These conditions and restrictions may include continued employment with us through a specified restricted period.

Plan Administration. In accordance with the terms of the 2017 Plan, our Board of Directors has authorized our Compensation Committee to administer the 2017 Plan. The Compensation Committee may delegate part of its authority and powers under the 2017 Plan to one or more of our directors and/or officers, but only our Board of Directors or our Compensation Committee can make awards to participants who are directors or executive officers of the Company. In accordance with the provisions of the 2017 Plan, our Compensation Committee determines the terms of awards, including, which employees, directors and consultants will be granted awards, the number of shares subject toreflected as beneficially owned by each award, the vesting provisions of each award, the termination and cancellation provisions applicable to awards, and all other terms and conditions upon which each award may be grantedentity, person, director or executive officer is determined in accordance with the 2017 Plan. In addition, our Compensation Committee may, in its discretion, amendrules of the SEC. Under those rules, beneficial ownership includes any termshares over which the individual has sole or conditionshared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the Record Date through the exercise of any stock option, warrants or other rights. As detailed in the footnotes to the table, we have included the shares issuable upon conversion of Preferred Stock.

We have computed the percentage of shares beneficially owned on the basis of [●] shares of our Common Stock outstanding award, other than reducingas of the exercise price or purchase price, providedRecord Date, which reflects the assumed conversion of all of our outstanding shares of Preferred Stock into an aggregate of [●] shares of Common Stock. Shares of our Common Stock that (i)a person has the term or condition as amended is not prohibited by the 2017 Plan; (ii) any amendment does not impair the rights of a participant under any award previously granted without that participant’s consent; and (iii) any amendment will be made onlyright to acquire within 60 days after the Compensation Committee determines whether the amendment would cause any adverse tax consequences to the participant.

Stock Dividends and Stock Splits. If our common stock shall be subdivided or combined into a greater or smaller number of shares or if we issue any shares of common stockRecord Date through other means, such as a stock dividend,option or warrant, are deemed outstanding for purposes of computing the number of shares of our common stock deliverable upon exercise of an option issued or upon issuance of an award shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made in the purchase price per share to reflect such subdivision, combination, or stock dividend.

Corporate Transactions. Upon a merger or other reorganization event, the Compensation Committee or the successor board, may, in its sole discretion, take any one or morepercentage ownership of the following actions pursuantperson holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person (other than the percentage ownership of all directors and executive officers as a group).

ADDITIONAL INFORMATION

Stockholder Proposals

The Board has not yet determined the date on which our next annual meeting of Stockholders will be held. Any proposal by a Stockholder intended to be presented at the 2017 Plan, as to some or all outstanding awards (i) to provide that all outstanding options shallCompany’s next annual meeting of stockholders must be assumed or substituted byreceived at the successor corporation, (ii) upon written notice toCompany’s offices in a participant, to provide that the participant’s unexercised options will terminate immediatelyreasonable amount of time prior to the consummation of such transaction unless exercised by the participant, (iii) in the event of a merger pursuant to which holders of our common stock will receive a cash payment for each share surrendered in the merger, to make or provide for a cash payment to the participants equal to the difference between the merger price times the number of shares of our common stock subject to such outstanding options, and the aggregate exercise price of all such outstanding options, in exchange for the termination of such options, (iv) to provide that outstanding awards shall be assumed or substituted by the successor corporation, become realizable or deliverable, or restrictions applicable to an award will lapse, in whole or in part, prior to or upon the merger or reorganization event, and (v) with respect to stock grants and in lieu of any of the foregoing, the Compensation Committee or the successor board may provide that, upon consummation of the transaction, each outstanding stock grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such transaction to a holder of the number of shares of common stock comprising such award (to the extent such stock grant is no longer subject to any forfeiture or repurchase rights then in effect or, at the discretion of the Compensation Committee, all forfeiture and repurchase rights being waived upon such transaction).

Amendment and Termination. The 2017 Plan may be amended by the Compensation Committee, in their capacity as administrator of the 2017 Plan. However, no such action may adversely affect any rights under any outstanding award without the holder’s consent.

Duration of Plan. The 2017 Plan will expire by its terms on January 12, 2027.

Federal Income Tax Considerations. The material federal income tax consequences of the issuance and exercise of stock options and other awards under the 2017 Plan, based on the current provisions of the Code and regulations, are as follows. Changes to these laws could alter the tax consequences described below. This summary assumes that all awards granted under the 2017 Plan are exempt from or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation.

Non-Qualified Options.Non-qualified options may be granted under the 2017 Plan. Anon-qualified option ordinarily will not result in income to the optionee or deduction to us at the time of grant. The optionee will recognize compensation income at the time of exercise of suchnon-qualified option in an amount equal to the excess of the then value of the shares over the option price per share. Such compensation income of optionees may be subject to withholding taxes, and a deduction may then be allowable to us in an amount equal to the optionee’s compensation income. An optionee’s initial basis in shares so acquired will be the amount paid on exercise of thenon-qualified option plus the amount of any corresponding compensation income. Any gain or loss as a result of a subsequent disposition of the shares so acquired will be capital gain or loss.

Stock Grants. With respect to stock grants under the 2017 Plan that result in the issuance of shares that are either not restricted as to transferability or not subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of shares received. Thus, deferral of the time of issuance will generally result in the deferral of the time the grantee will be liable for income taxes with respect to such issuance. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee. With respect to stock grants involving the issuance of shares that are restricted as to transferability and subject to a substantial risk of forfeiture, the grantee must generally recognize ordinary income equal to the fair market value of the shares received at the first time the shares become transferable or are not subject to a substantial risk of forfeiture, whichever occurs earlier. A grantee may elect to be taxed at the time of receipt of shares rather than upon lapse of restrictions on transferability or substantial risk of forfeiture, but if the grantee subsequently forfeits such shares, the grantee would not be entitled to any tax deduction, including as a capital loss, for the value of the sharesdate on which he previously paid tax. The grantee must file such election with the Internal Revenue Service within 30 days of the receipt of the shares. We generally will be entitledinformation or proxy statement for that meeting is mailed to a deductionStockholders in an amount equalorder to the ordinary income recognized by the grantee.

Stock Units. The grantee recognizes no income until the issuance of the shares. At that time, the grantee must generally recognize ordinary income equal to the fair market value of the shares received. We generally will be entitled to a deduction in an amount equal to the ordinary income recognized by the grantee.

EXPENSES OF SOLICITATION

We will bear the costs of soliciting proxies from our stockholders. We will make this solicitation by mail, and our directors, officers, and employees may also solicit proxies by telephone, fax, e-mail or in person, for which they will receive no compensation other than their regular compensation as directors, officers, or employees. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to beneficial owners of our voting securities. We will reimburse these brokerage firms, custodians, nominees and fiduciaries for reasonableout-of-pocket expenses that are incurred by them.

COMPENSATION PRACTICES AND POLICIES RELATING TO RISK MANAGEMENT

Consistent with SEC disclosure requirements, we have assessed our compensation policies, practices and awards, and have concluded that our compensation policies, practices and awards do not create risks that are reasonably likely to have a material adverse effect on the Company. Management and the Compensation Committee of our Board of Directors each assessed our compensation and benefits programs to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. Our compensation programs include a combination of fixed base salaries, cash bonuses, long-term incentive awards, including performance-based compensation, and employee retirement plans that are generally uniform in design and operation throughout the Company and with all levels of employees.

Based on the foregoing, we believe that our compensation policies, practices and awards do not create risks that are likely to have a material adverse effect on the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with our effective internal controls and our risk management practices, and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

CORPORATE CODE OF CONDUCT AND ETHICS

We have adopted a Corporate Code of Conduct and Ethics (the “Code of Conduct”) that applies to all of our employees, including our CEO and CFO. The text of the Code of Conduct has been filed as an exhibit to our Annual Report on Form10-K for the year ended December 31, 2014, and is posted on our website at www.mateon.com. Disclosure regarding any amendments to, or waivers from provisions of the code of conduct and ethics that apply to our directors, principal executive, and financial officers will be included in a Current Report on Form8-K within four business days following the date of the amendmentCompany’s information or waiver.

STOCKHOLDER PROPOSALS AND NOMINATIONS FOR DIRECTOR

To be considered for inclusion in the proxy statement relating to our 2019 Annual Meetingthat meeting.

Delivery of Information to a Shared Address

If you and one or more Stockholders we mustshare the same address, it is possible that only one Consent Solicitation Statement was delivered to your address. Any registered Stockholder who wishes to receive stockholder proposals (other than for director nominations) no later than Monday, January 7, 2019. To be considered for presentationa separate copy of the Consent Solicitation Statement at the 2019 Annual Meeting, although not includedsame address now or in the proxy statement, proposals (including director nominations that are not requestedfuture may mail a request to be included in our proxy statement) must be received no earlier than 75 days priorreceive separate copies to the date that is one year fromCompany at 23937 Agoura Road, Suite 107 Agoura Hills, California 91301, or call the Company at (650) 635-7000 and the Company will promptly deliver the Consent Solicitation Statement to you upon your request. Stockholders who received multiple copies of this year’s mailing dateConsent Solicitation Statement at a shared address and no later than 45 days priorwho wish to receive a single copy may direct their request to the date that is one year from this year’s mailing date. Proposals that are not received in a timely manner will not be voted on atsame address.

Where You Can Find More Information about the 2019 Annual Meeting. If a proposal is received on time, the proxies that management solicits for the meeting may still exercise discretionary voting authority on the proposal under circumstances consistentCompany

The Company files annual, quarterly and current reports, proxy statements and other information with the proxy rulesSEC. You can review and download copies of the SEC. All stockholder proposals should be marked for the attention of The Secretary, Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080.

OTHER MATTERS

The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, it is intended that proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.

ANNUAL REPORT

Our Annual Report on Form10-K for the year ended December 31, 2017, which includes our financial statements, provides additional information about us and can be foundthose materials on the website of the SEC, at www.sec.gov. They are also available onwww.sec.gov, or in the “SEC filings” section of our website at www.mateon.com. You may obtain a printed copy of our Annual Report on Form10-K, including our financial statements, free of charge, from us by sending a written request to: Mateon Therapeutics, Inc., 701 Gateway Boulevard, Suite 210, South San Francisco, California 94080, Attention: Investor Relations.

South San Francisco,