UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

(Mark One)

For the quarterly period ended September 30, 2017March 31, 2018

OR

For the transition period from                    to                    

Commission File Number:0-21990

Mateon Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

701 Gateway Blvd, Suite 210

South San Francisco, CA 94080

(Address of principal executive offices, including zip code)

(650)(650) 635-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes  ☑☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in RuleRule 12b-2 of the Exchange Act).    Yes  ☐    No  ☑☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

As of November 10, 2017,May 11, 2018, there were 26,544,93441,419,934 shares of the Registrant’s Common Stock issued and outstanding.

Mateon Therapeutics, Inc.

Cautionary Factors that May Affect Future Results

This report contains “forward-looking statements,” which give management’s current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historic or current facts. They use words, such as “promising,” “potential,” “may,” “will,” “would,“should,” “expect,” “plan,” “anticipate,” “could,” “would,” “will,” “intend,” “target,” “aim,” “project,” “believe,” “estimate,” “potential,“predict,” “seek,” “indicate,” “assume,”“indicate” or “continue”“continue,” or the negative of these terms and other words and termsothers of similar meaning.

Any or all of our forward-looking statements in this report may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may vary materially from those set forth in forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, such as our estimates regarding the initiation, timing, progress and results of our preclinical and clinical trials; anticipated operating losses, future performance, future revenues and projected expenses; our liquidity and our expectations regarding our needs for and ability to raise additional capital; our ability to continue as a going concern; our estimates regarding anticipated operating losses, future performance, future revenues and projected expenses; our ability to select and capitalize on commercially desirable product opportunities as a result of limited financial resources; our ability to manage our expenses effectively and raise the funds needed to continue our business; our ability to retain the services of our current executive officers, directors and principal consultants; the competitive nature of our industry and the possibility that our products or product candidates may become obsolete; our ability to obtain and maintain regulatory approval of our product candidatesexisting products and any future products we may develop; the clinical development of and the process of commercializing OXi4503;OXi4503 and CA4P (which is also known as combretastatinA4-phosphate, fosbretabulin or fosbretabulin tromethamine and ZYBRESTAT^®); the combination of OXi4503 with cytarabine and the combination of CA4P with immune-oncology agents; the initiation, timing, progress and results of our preclinical and clinical trials, research and development programs including preclinical studies of CA4P;programs; regulatory and legislative developments in the United States and foreign countries; the timing, costs and other limitations involved in obtaining regulatory approval for any product candidate;product; the further preclinical or clinical development and commercialization of our product candidates; our ability to obtain and maintain orphan drug exclusivity for some of our product candidates; the potential benefits of our product candidates over other therapies; our ability to enter into and maintain any collaboration with respect to product candidates; our ability to continue to develop or commercialize our products or product candidates in the event any license agreements in place with third parties expire or are terminated; the performance and conduct of third parties, including our third-party manufacturers and third party service providers used in our clinical trials; our ability to obtain and maintain intellectual property protection for our product candidates and any future products we may develop and operate our business without infringing upon the intellectual property rights of others; the potential liability exposure related to our product candidates and any future products we may develop and our insurance coverage for such exposure; the successful development of our sales and marketing capabilities; the size and growth of the potential markets for our products and our ability to serve those markets; the rate and degree of market acceptance of any future products; the sufficiency of potential proceeds from any financing; the volatility of the price of our common stock; the ability to achieve secondary trading of our stock in certain states; the dilutive effects of potential future equity issuances; our expectation that no dividends will be declared on our common stock in the foreseeable future; our ability to maintain an effective system of internal controls; the payment and reimbursement methods used by private or governmental third-party payers; our ability to retain adequate staffing levels; unfavorable global economic conditions; a failure of our internal computer systems or those of our contractors and consultants; potential misconduct or other improper activities by our employees, contractors or consultants; the ability of our business continuity and disaster recovery plans to protect us in the event of a natural disaster,disaster; and other factors discussed in our Annual Report on Form10-K for the year ended December 31, 20162017 filed with the Securities and Exchange Commission (the SEC) on March 30, 2017April 17, 2018 or any document incorporated by reference herein or therein.

We will not update forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law. You are advised to consult any further disclosures we make in our reports to the SEC, including our reports on FormForm 10-Q,8-K and10-K. Our filings list various important factors that could cause actual results to differ materially from expected results. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. You should understand that it is not possible to predict or identify all such factors. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

INDEX

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Mateon Therapeutics, Inc.

Condensed Balance Sheets

(in thousands, except per share data)

See accompanying notes.

Mateon Therapeutics, Inc.

Condensed Statements of Comprehensive Loss

(in thousands, except per share data)

(unaudited)

See accompanying notes.

Mateon Therapeutics, Inc.

Condensed Statements of Cash Flows

(in thousands)

(unaudited)

See accompanying notes.

Mateon Therapeutics, Inc.

Notes to Condensed Financial Statements

September 30, 2017March 31, 2018

(Unaudited)

1. Summary of Significant Accounting Policies

Description of Business

Mateon Therapeutics, Inc. (“Mateon” or the “Company”) is a clinical-stage biopharmaceutical company developing drugs for the treatment of orphan oncology indications, with its lead programprograms in acute myeloid leukemia (“AML”). The Company was originally incorporated under the name OXiGENE, Inc. in 1988 in the state of New York and reincorporated in 1992 in the state of Delaware. The Company changed its name to Mateon Therapeutics, Inc. on June 17, 2016.immuno-oncology.

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form10-Q and Article 10 of RegulationRegulation S-X. The financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, however, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2017March 31, 2018 are not necessarily indicative of the results that may be expected for any other interim period or for the year ending December 31, 2017.2018.

The balance sheet at December 31, 20162017 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Annual Report on Form10-K for the Company for the year ended December 31, 2016.2017.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Cash Equivalents

Highly liquid investments with original maturities of three months or less at the date of purchase are considered to be cash equivalents. Cash equivalents are stated at fair value.

Short-term Investments

All marketable securities have been classified as “available for sale” and are carried at fair value, based upon quoted market prices. The Company considers itsavailable-for-sale portfolio to be available for use in current operations. Accordingly, the Company classifies certain investments as short-term marketable securities, even though the stated maturity date may be one year or more beyond the current balance sheet date. Unrealized gains and losses, net of any related tax effects, are excluded from earnings and are included in other comprehensive income and reported as a separate component of stockholders’ deficit until realized. Realized gains and losses and declines in value judged to be other than temporary, if any, onavailable-for-sale securities are included in other income (expense), net. The cost of securities sold is based on the specific-identification method.

Going Concern Evaluation

The Company has experienced net losses every year since inception and, as of September 30, 2017,March 31, 2018, had an accumulated deficit of approximately $290$293 million. The Company has no source of revenue and does not expect to receive any product revenue in the near future. If the Company remains in business, theThe Company expects to incur significant additional operating losses over at least the next several years, principally as a result of the Company’s continuing development ofclinical trials for its investigational drugs. The principal source of the Company’s working capital to date has been the proceeds from the sale of equity. As of September 30, 2017,March 31, 2018, the Company had approximately $1.9$0.2 million in cash and cash equivalents. Basedcurrent liabilities of $1.5 million. Following the receipt of an estimated $2.4 million in net proceeds from a financing transaction in April 2018, based on the Company’s planned operations, including recent reductions in the Company’s development programs and personnel and assuming the receipt of an anticipated cash refund from one of the Company’s vendors, Managementmanagement expects Mateon’s existing cash to support its planned operations into Februarythe fourth quarter of 2018. Prior to this time, the Company will need to secure additional funding or it wouldcould be forced to terminatecurtail or further curtailterminate operations. Because the Company does not currently have a guaranteed source of working capital that will sustain planned operations past Februarythe fourth quarter of 2018, Management has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

The principal source of the Company’s workingCompany will need to raise capital in order to date has been the proceeds from the sale of equity.fund its planned operations beyond this time. If the Company is unable to access additional funds in the near term, whether through the sale of additional equity or another means, the Company may not be able to continue in business. The Company alsowhen needed, it may not be able to continue the development of its investigational drugs and Mateonthe Company could be required to delay, scale back or eliminate some or all of its development programs and other operations. Any additional equity financing, if available to the Company, may not be available on favorable terms, and would most likely be dilutive to its current stockholders. Anystockholders and debt financing, if available, may involve restrictive covenants and also be dilutive to current stockholders.covenants. If the Company accesses funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its technologies or product candidates that it would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital when needed is not assured. If access to capital isassured and, if not achieved in the near term, iton a timely basis, will materially harm the Company’sits business, financial condition and results of operations.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASUNo. 2016-02,2016-2, “Leases (Topic 842),” which requires substantially all leases, including operating leases, to be recognized by lessees on their balance sheet as aright-of-use asset and corresponding lease liability. This ASU is effective for the Company’s interim and annual reporting periods beginning January 1, 2019 and early adoption is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its financial statements.

In March 2016, the FASB issued ASUNo. 2016-09, “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplified several aspects of the accounting for share-based payments, including immediate recognition of all excess tax benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an employer withholds shares fortax-withholding purposes. This ASU became effective for Mateon’s interim and annual reporting periods beginning January 1, 2017, and the adoption of this standard did not have a material impact on the Company’s financial statements. As part of the adoption of this standard, the Company elected to continue estimating the expected option forfeiture rate.

In August 2016, the FASB issued ASUNo. 2016-15 “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” which addresses several cash flow issues that diversify in practice. The new guidance is effective for fiscal years beginning after December 31,15, 2017 and for interim periods within those years. The Company currently does not expect the adoption ofadopted this ASU toas of January 1, 2018, and its adoption did not have a material impact on itsthe Company’s financial statements.

2. Cash and Cash Equivalents

Cash and cash equivalents consisted of the following (in thousands):

3. Fair Value Measurements

Fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.

Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets at the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide reasonably accurate pricing information on an ongoing basis.

Level 2—Inputs, other than quoted prices included in Level 1, that are either directly or indirectly observable for the asset or liability through correlation with market data at the reporting date and for the duration of the instrument’s anticipated life.

The Company utilizes third party pricing services in developing fair value measurements where fair value is based on observable market inputs, including benchmark yields, reported trades, broker/dealer quotes, bids, offers and other reference data. The Company uses quotes from external pricing service providers and otheron-line quotation systems to verify the fair value of investments provided by third party pricing service providers.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities reflect management’s best estimate of what market participants would use in pricing the asset or liability at the reporting date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Financial assets measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations (in thousands):

4.2. Stockholders’ Equity

The following is a summary of the Company’s outstanding warrants to purchase common stock:stock warrants:

						March 31, 2018				December 31, 2017
Expiration Date		Exercise Price				(in thousands)
04/16/18		$	3.40				1,460				1,460
09/23/18		$	2.80				147				147
02/11/19		$	2.56				293				293
02/18/19		$	2.75				1,872				1,872
08/28/19		$	2.90				2,700				2,700
03/20/20		$	2.13				234				234
03/25/20		$	1.71				2,920				2,920
Total Warrants Outstanding							9,626				9,626

The following is a summary of the Company’s stock option activity under its equity incentive plans:

As of September 30, 2017,March 31, 2018, there was approximately $1.1$0.7 million of unrecognized compensation cost related to stock option awards that is expected to be recognized as expense over a weighted average period of approximately 2.21.9 years.

The fair valuesvalue for the stock options granted wereis estimated at the date of grant using the Black-Scholes option pricing model withmodel. No stock options were granted during the three months ended March 31, 2018. For the three months ended March 31, 2017, the Company used the following weighted-averageweighted average assumptions forto estimate the periods indicated:fair value of the stock options:

5.3. Net Loss Per Share

Basic and diluted net loss per share was calculated by dividing the net loss per share attributed to the Company’s common shares by the weighted-average number of common shares outstanding during the period. Diluted net loss per share includes the effect of all dilutive, potentially issuable common equivalent shares as defined using the treasury stock method. All of the Company’s common stock equivalents are

anti-dilutive due to the Company’s net loss position for all periods presented. Accordingly, common stock equivalents of approximately 5,565,0004,705,000 stock options and 9,626,000 warrants outstanding at September 30, 2017March 31, 2018 and 4,049,0005,936,000 stock options and 9,842,000 warrants outstanding at September 30, 2016,March 31, 2017, were excluded from the calculation of weighted average shares for diluted net loss per share.

6.4. Subsequent Events

On October 2, 2017,April 12 and 30, 2018, the Company terminated the employmententered into private placement transactions with accredited investors, raising gross proceeds of seven employees, reducing the total number of Company employees from 13 employees to six employees.approximately $3.0 million in two closings. The Company provided severance payments toestimates that net proceeds will be approximately $2.4 million after all transaction costs are paid. In the employees whose employment was terminated in return for each employees’ release of any potential claims against the Company. Also, effective October 2, 2017, the Company’s Chief Executive Officer, Chief Financial Officer and Chief Scientific Officer each agreed to a 50% reduction of their base salary, with reinstatement of their base salaries to previous levels contingent onprivate placement transactions, the Company raising additional fundingsold 14,875,000 shares of at least $4 million or a change in controlits common stock and warrants to purchase 14,875,000 shares of common stock. The purchase price of the Company.common stock was $0.20 per share and warrants are exercisable at $0.40 per share.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read together with the audited financial statements and notes as well as our “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are included in our Annual Report on Form10-K for the year ended December 31, 2016,2017, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein. The following discussion and analysis should also be read in conjunction with the unaudited financial statements set forth in Part I, Item 1 of this Quarterly Report on Form10-Q.

Overview and Recent Developments

We are a clinical-stage biopharmaceutical company developing drugs for the treatment of orphan oncology indications, with a lead programprograms evaluating the investigational drug OXi4503 in relapsed/refractory acute myeloid leukemia, or AML. We have recently observed that twoAML, and the investigational drug CA4P in immuno-oncology.

In April 2018, we raised net proceeds of four patientsapproximately $2.4 million in equity financing transactions. Prior to closing the fifth dose cohortfirst tranche of this financing, we had paused enrollment in our ascending-dose study whichof OXi4503 for the treatment of relapsed/refractory AML. Following the financing, we call OX1222, experiencedinstructed our clinical investigators to resume enrollment. Newly enrolled patients will enter into the trial’s sixth cohort (12.2 mg/m² of OXi4503; a 25% greater dose than the most recently completed fifth cohort). In the fifth cohort, we observed two complete remissions of their disease(50%) after just one cycle of treatment with 9.76 mg/m2m² of OXi4503. In earlier, lower doseOXi4503, and did not observe any dose-limiting toxicities. Among the first four cohorts in this same study,(lower doses of OXi4503 ranging from 3.75 to 7.81 mg/m²), we observed three patients with complete remissions following(18%), each occurring after two cycles of treatment and two patients with partial remissions. As a resulttreatment. Because of these signspromising data, we are planning to enroll a higher number of patients into the sixth cohort in order to better evaluate the potential efficacy observedof OXi4503. Initial data from the sixth cohort is expected in clinical trials of OXi4503, advancing this asset in this indication is now our highest priority program.

Recent Developmentssummer 2018.

In additionimmuno-oncology, our goal and the next step for establishing CA4P as a safe and effective agent is to OXi4503, prior to September 25, 2017 we were also developing a different compound, CA4P, ininitiate a clinical trial called FOCUSin a setting where immuno-oncology agents are currently used as standard therapy but have historically been associated with a low overall durable response rate. Animal models, for example, show that CA4P in combination with an immuno-oncology agent significantly enhances the number and activity of cancer-fightingT-cells within tumors compared to the immuno-oncology agent alone. In these animal models, these cancer-fightingT-cells were shown to be evident throughout the tumor and were associated with twice the amount of tumor necrosis than observed in treatment with the immuno-oncology agent alone. Therefore, we are planning to initiate a clinical trial evaluating CA4P in combination with an approved immuno-oncology agent, Opdivo^® (nivolumab, marketed by Bristol-Myers Squibb), in patients with platinum-resistant ovarian cancer. On September 26, 2017, we announced that due to the lack ofadvanced metastatic melanoma who have previously failed Opdivo and consequently have a clear efficacy signal in a planned interim analysis of the FOCUS Study, we were terminating the FOCUS Study, as well as future development of CA4P, except for investigator-sponsored and preclinical studies.poor prognosis.

Effective October 2, 2017 and as reported on the Company’s Current Report on Form8-K filed on September 27, 2017, we terminated the employment of over 50% of our workforce, reducing the total number of employees at Mateon to six. Concurrent with the reduction in workforce, we reduced the salaries of our Chief Executive Officer, Chief Financial Officer and Chief Scientific Officer by 50%, with reinstatement to previous levels contingent on the Company raising additional funding of at least $4 million or a change in control of the Company.

Results of OperationsRESULTS OF OPERATIONS

Three months ended March 31, 2018 and Nine Months Ended September 30, 2017 and September 30, 2016

Research and developmentDevelopment expenses

Research and development expenses increaseddecreased markedly for both the three and nine month periodsmonths ended September 30, 2017March 31, 2018 compared to the same periodsperiod in 2016, primarily2017 due to our significant reduction of nearly all operating activities in 2018 while we sought to obtain additional clinical trial activity relatedcapital to our investigational drugs CA4P and OXi4503.continue operations. The table below summarizes the most significant components of our research and development expenses for the periods indicated and provides the amount and percentage change in these components (in thousands):

We incurred higher expensesAll research and development activities declined substantially for clinical studies for boththe three and nine month periodsmonths ended September 30, 2017March 31, 2018 compared to the same periodsthree months ended March 31, 2017. For the three months ended March 31, 2018, we conducted no new research and development activities and nearly all operating activities of the company were suspended while management sought additional capital to continue operations. During the three months ended March 31, 2018, clinical study activity was limited to maintaining the active status of Study OX1222, which is evaluating OXi4503 in 2016. Theserelapsed/refractory acute myeloid leukemia and myelodysplastic syndromes, and accordingly clinical study expenses were higher indeclined 96% compared to the 2017 periods due to a higher number of patients under treatment in our phase 2/3 FOCUS study of CA4P in platinum-resistant ovarian cancer, prior to the study’s termination on September 26, 2017, and in our OX1222 study of OXi4503 in AML. The higher FOCUS and OX1222 clinical study costs in the 2017 periods were partially offset by lower clinical costs for a study of CA4P in neuroendocrine tumors which completed during 2016.

period. Employee compensation and related expenses were comparabledeclined 94% for the three month periodmonths ended September 30, 2017 and the three month period ended September 30, 2016, as severance expenses recorded during the 2017 period offset cost savings that resulted from other reduced personnel costs. Employee compensation and related expenses for the nine month period ended September 30, 2017 increasedMarch 31, 2018 compared to the same period in 2016 primarily due tothree months ended March 31, 2017 because the severance expenses recognized in the 2017 period, which were only partially offset by other reduced personnel costs.

Employee stock-based compensation was generally comparable between the 2017 and 2016 periods, with changes aggregating less than 1%employment status of totalall research and development expenses.

employees was terminated in early January 2018. For the same reason, employee stock-based compensation declined 36% for the three months ended March 31, 2018 compared to the three months ended March 31, 2017, although stock-based compensation declined by a smaller percentage than employee compensation because we continued vesting certain stock options for former employees that continued to provide services to us. Consulting and professional services decreasedexpenses declined by 83% for the three month periodmonths ended September 30, 2017 compared to the same period in 2016 due to lower expenses related to scientific publications. Consulting and professional services increased for the nine month period ended September 30, 2017 compared to the same period in 2016 largely due to external expenses incurred associated with recruiting patients into our FOCUS clinical trial.

The decrease in drug manufacturing expenses for the three month period ended September 30, 2017March 31, 2018 compared to the three monthmonths ended March 31, 2017, with expenses in the 2018 period limited to regulatory activity and maintaining the active status of Study OX1222. For the three months ended September 30, 2016 was due to expenses incurred during the 2016 period for supplying and labeling the investigational drug for the FOCUS study. The increase inMarch 31, 2018, drug manufacturing expenses consisted of external storage fees for the nine month period ended September 30, 2017previously manufactured batches of our investigational drugs. Drug manufacturing expenses accordingly declined 94% compared to the nine month periodthree months ended September 30, 2016 was due to expenses incurred for the optimization of theMarch 31, 2017, when additional work on drug stability and manufacturing process for our investigational drugs.processes occurred.

Other expenses include facility related expenses and werewhich are generally comparableallocated between the 2017 and 2016 periods, with changes aggregating less than 1% of total research and development expenses.and general and administrative expenses based on employee headcount. With virtually no research and development headcount for the three months ended March 31, 2018, there was minimal allocation of expenses for the period, accounting for the decline of 95%.

Our futureFollowing our April 2018 financing transaction, we have resumed enrollment of patients into our study of OXi4503 in acute myeloid leukemia. We are also in the process of planning and initiating a study of CA4P in immuno-oncology, evaluating CA4P in combination with Opdivo^® (nivolumab, marketed by Bristol-Myers Squibb), in patients with advanced metastatic melanoma who have previously failed Opdivo and consequently have a poor prognosis. As a result, we expect research and development expenses will be dependent uponto increase in subsequent quarters in 2018 as compared to the first three months of 2018, subject to our continuing ability to secure sufficient funding to continue thesewith drug development activities.

General and administrative expenses

General and administrative expenses decreased by 49% for both the three and nine month periodsmonths ended September 30, 2017March 31, 2018 compared to the same periodsthree months ended March 31, 2017 primarily due to our significant reduction of nearly all operating activities in 2016.2018 while we sought to obtain additional capital to continue operations. The table below summarizes the most significant components of our general and administrative expenses for the periods indicated in thousands, and provides the amount and percentage changeschange in these components:components (in thousands):

Employee compensation and related expenses decreased by 61% for the three month and nine month periodsmonths ended September 30, 2017March 31, 2018 compared to the same periodsthree months ended September 30, 2016 due to reduced headcount in theMarch 31, 2017 period and lower incentive bonus accruals for the remaining employees, partially offset by an increase in severance expenses due to our reduction in headcount.

headcount to only two employees, our Chief Executive and Chief Financial Officers, who each had agreed to receive half of their regular salary. Employee stock-based compensation decreased by 14% for the three months ended March 31, 2018 compared to the three months ended March 31, 2017 due to lower headcount in the 2018 period. The increasepercentage decline in stock-based compensation for the 2018 period was lower than the percentage decline for employee compensation due to the continued vesting of options, which was not affected by the salary reduction noted above. Consulting and professional services expenses decreased by 64% for the three month periodmonths ended September 30, 2017March 31, 2018 compared to the three month periodmonths ended September 30, 2016 wasMarch 31, 2017 due to normal fluctuations resulting from the timingour minimization of grantsall expenses with a focus on continuing in business and forfeitures. Stock-based compensation expenses were comparable for the nine month periods ended September 30, 2017 and 2016.

Consulting and professional services decreased for both the three month and nine month periods ended September 30, 2017 compared to the same periods in 2016 due to reduced expenses across nearly all external general and administrative services used, other than business development, and higherone-time market research costs incurred at the beginningseeking new sources of 2016.capital.

Other expenses, which include facility related expenses andsuch as rent, insurance expenses decreased for both the three and nine month periods ended September 30, 2017 compared to the same periods ended September 30, 2016 due to lower costs across most areas, none of which were individually significant.

Our futuretaxes that are not based on income, are allocated between research and development and general and administrative expenses will be dependent uponbased on the headcount in each department. As with all other expenses, we reduced these expenses to only what was necessary to continue limited operations and seek funding, and the aggregate of other expenses decreased by approximately 28% for the three months ended March 31, 2018 compared to the three months ended March 31, 2017. However, because there were no research and development employees for the three months ended March 31, 2018, the resulting allocation of nearly all of these expenses into general and administrative expenses caused an increase of 33% of the amount reported in general and administrative expenses for the three months ended March 31, 2018 compared to the three months ended March 31, 2017.

We expect general and administrative expenses to increase for the remainder of 2018 compared to the first three months of 2018 in order to support our resumption of clinical trial activity and to pursue additional business development and investor relations activities, subject to our continuing ability to secure sufficient funding to continue planned operations.

LIQUIDITY AND CAPITAL RESOURCES

We have one drug in clinical development, for the treatment of acute myeloid leukemia, and currently have no sources of revenue to support the continued development costs for this investigational drug. Accordingly, we measure liquidity by the cash and other capital we have available to fund our operations, which are primarily focused on the development of thisour drug candidate.candidates. To date, we have financed our operations principally through proceeds received from the sale of equity. We have experienced net losses in each year since our inception, and negative cash flows from operations in nearly every year. As of September 30, 2017,March 31, 2018, we had an accumulated deficit of approximately $290$293 million, including a net loss of approximately $11.4$0.8 million for the first three quarters of 2017months ended March 31, 2018 and a net loss of $13.7$13.8 million for the year ended December 31, 2016.2017. As of September 30, 2017,March 31, 2018, we held cash and cash equivalents of approximately $1.9only $0.2 million, which, together with an anticipated receiptnet proceeds of approximately $2.4 million received in a cash refund from one of the Company’s vendors,financing transaction entered into in April 2018, we expect to be sufficient to fund our recently curtailedplanned operating activities into Februarythe fourth quarter of 2018. If we are unable to secure additional funding prior to that date,this time, we may be required to scale back or conclude our development activities altogether.

We will require additional capital before we can complete any further clinical trials andthe development of OXi4503.OXi4503 and CA4P. Additional funding may not be available to us on acceptable terms, or at all. If we are unable to access additional funds in the near term we may not be able to continue the development of our product candidates and we could be required to terminate operations altogether. Any additional equity financing, if available, may not be available on favorable terms and would be dilutive to our current stockholders. Debt financing, if available, may involve

restrictive covenants and could also be dilutive to our current stockholders. If we are able to access funds through collaborative or licensing arrangements, we may be required to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize on our own, on terms that are not favorable to us. Our ability to access capital when needed is not assured and, if access is not achieved on a timely basis, will materially harm our business, financial condition and results of operations.

If we are able to secure additional funding to continue our operations, we expect to incur additional costs and expenses to develop new agents for the treatment of cancer, including continuing our existing clinical trial OX1222 as well as conducting new, additional clinical trials and anticipated research and development expenditures.

Critical Accounting Policies and Significant Judgments and Estimates

There have been no changes to our critical accounting policies and significant judgments and estimates from our Annual Report on Form10-K for the year ended December 31, 2016.2017.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no changes to our market risks from our Annual Report on Form10-K for the year ended December 31, 2016.2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The SECSecurities and Exchange Commission (the “SEC”) requires that as of the end of the period covered by this Quarterly Report on FormForm 10-Q, the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO) evaluate the effectiveness of the design and operation of our disclosure controls and procedures (as defined in RulesRules 13a-15(e) and15d-15(e)) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and report on the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective, as of September 30, 2017,March 31, 2018, to ensure that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Exchange Act, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such control that occurred during the last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Important Considerations

The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Not applicable.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on Form10-K for the fiscal year ended December 31, 2016, which could materially affect our business, financial condition, or results of operations. Other than the following, thereThere have been no material changes in or additions to the risk factors includedas described in our Annual Report on Form10-K for the year ended December 31, 2016.

Shares of our common stock may be subject to the Securities and Exchange Commission’s “penny stock” rules. Broker-dealers may experience difficulty in completing customer transactions in our securities and trading activity in our securities may be adversely affected.

We currently have net tangible assets of $2,000,000 or less and our common stock has a market price per share of less than $5.00. As a result, transactions in our common stock may be subject to the Securities and Exchange Commission’s “penny stock” rules. The designation of our common stock as a “penny stock” may limit the liquidity of our common stock. Prices for penny stocks are often not available to buyers and sellers and the market may be very limited. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved2017.

in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks. If shares of our common stock become subject to these penny stock rules, your ability to trade or dispose of shares of our common stock may be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.On April 12 and 30, 2018, we entered into subscription agreements (the “Subscription Agreements”) with certain accredited investors (the “Investors”) in connection with the sale of 59.5 Units (the “Units”) at a purchase price of $50,000 per Unit. The Units were sold as part of a private placement (the “Private Placement”) consisting of a minimum of 20 Units ($1 million aggregate purchase price) and a maximum of 80 Units ($4 million aggregate purchase price) offered by the Company. Each Unit consists of 250,000 shares of the Company’s common stock and warrants to purchase up to 250,000 shares of the Company’s common stock. The purchase price of the common stock in the Units is $0.20 per share and the exercise price of the warrants is $0.40 per share. The Private Placement terminated on April 30, 2018. The Subscription Agreements contain representations, warranties, indemnification and other provisions customary for transactions of this nature.

The warrants in each Unit consist of Series A Warrants to purchase up to 125,000 shares of the Company’s common stock (the “Series A Warrants”) and Series B Warrants to purchase up to 125,000 shares of the Company’s common stock (the “Series B Warrants”; collectively with the Series A Warrants, the “Warrants”). Per the terms of the Warrants, the exercise price will be payable in cash and there are no cashless exercise provisions. The Series A Warrants are immediately exercisable following the final closing and for two years thereafter, and the Series B Warrants are exercisable following shareholder approval of an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of the Company’s common stock in an amount sufficient for the full exercise 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.

The Warrants contain limitations that prevent a holder from acquiring shares of the Company’s common stock upon exercise of a Warrant that would result in the number of shares of the Company’s common stock beneficially owned by the holder and its affiliates exceeding 9.99% of the total number of shares of the Company’s common stock then issued and outstanding. In addition, upon certain reorganizations of the Company, the Warrants may become exercisable for securities in a successor entity equal to the value of the Warrants. The Warrants also contain representations, warranties and other provisions customary for transactions of this nature. The securities issued in the Private Placement were issued in reliance upon exemptions from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, the rules promulgated thereunder and pursuant to applicable state securities laws and regulations. The foregoing descriptions of the Subscription Agreements, Series A Warrants, Series B Warrants, Registration Rights Agreement and Engagement Agreement do not purport to be complete and are subject to and qualified in their entirety by reference to the Form of Subscription Agreement, Form of Series A Warrant, Form of Series B Warrant, Form of Registration Rights Agreement and Engagement Agreement, copies of which were included as Exhibits 10.1, 4.1, 4.2, 10.2 and 10.3, respectively, on the Company’s Current Report on Form8-K filed on April 16, 2018.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

InOn May 8, 2018, we received a Current Reportletter from OTC Markets indicating that our common stock does not meet continuing criteria for trading on Form8-K filed on September 27, 2017,the OTCQX because it is currently priced below $5 per share, we announced a reductionhad less than $2 million in workforce,net tangible assets and average revenue of less than $6 million in which a planned six employees would be departing the Company effective October 2, 2017. We subsequently increasedpast three years. The letter also stated that we have the numberoption to move the trading of employees departingour common stock from the Company from six to seven. The estimated severance and other cash charges relatedOTCQX to the workforce reduction were $220,000, which have all been incurred as of September 30, 2017. The estimated monthly savings in operating expenses as a resultOTCQB. Based on the contents of the workforce reductionsletter and salary reductions implemented effective October 2, 2017 are approximately $125,000.

On November 9, 2017, David J. Chaplin, our Chief Scientific Officer, provided notice of his intentiondiscussions with OTC Markets, we expect that Mateon’s common stock will continue to retire from employment withtrade on the Company, effective January 11, 2018. Dr. Chaplin will remain a member ofOTCQX until June 7, 2018, and thereafter trade on the Board of Directors and has agreed to provide consulting services as needed by the Company.OTCQB Market.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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