United States securities and exchange commission logo

                               June 1, 2020

       Jaume Pons, Ph.D.
       Chief Executive Officer
       ALX Oncology Holdings Inc.
       866 Malcolm Road, Suite 100
       Burlingame, California 94010

                                                        Re: ALX Oncology
Holdings Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted May 5,
                                                            CIK No. 0001810182

       Dear Dr. Pons:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1

       Prospectus Summary, page 1

   1.                                                   We note statements in
this section and in the Business section regarding the efficacy
                                                        and safety of your
product candidates. We further note statements that your product
                                                        candidates have
"demonstrated promising clinical activity" and "promising levels of
                                                        activity and safety."
Efficacy and safety are determinations that are solely within the
                                                        authority of the FDA or
similar foreign regulators. You may present clinical trial end
                                                        points and objective
data resulting from trials without concluding efficacy, and you may
                                                        state that your product
candidates are well tolerated if true. Please revise these statements
 Jaume Pons, Ph.D.
FirstName LastNameJaume Pons, Ph.D.
ALX Oncology Holdings Inc.
Comapany NameALX Oncology Holdings Inc.
June 1, 2020
June 1, 2020 Page 2
Page 2
FirstName LastName
2.       Please revise your statements here and elsewhere in the prospectus
that ALX148 has the
         potential to become a "cornerstone" or "backbone" of future
combination treatments in
         oncology. Please also revise your statements in the Business section
that ALX is a "first-
         in-class" fusion protein and could become the cornerstone of a
"best-in-class" treatment
         option. These statements imply an expectation of regulatory approval
and are
         inappropriate given the length of time and uncertainty with respect to
securing marketing
Pipeline, page 2

3.       It appears from your disclosure that the Phase 1 trials of ALX148 in
combination with
         pembrolizumab, trastuzumab and rituximab are ongoing and have not been
         Accordingly, please shorten the arrows in your pipeline table to
reflect the current stage of
         development. Also, please clarify what you mean by "IND" in the first
column header.
         For example, does this column reflect the completion of IND-enabling
studies, or the
         submission of an IND?
Our Strategy, page 3

4.       We note your disclosure that your strategy is to pursue "fast to
market trials" for ALX148.
         Please revise this statement and any similar disclosure to remove any
implication that you
         will be successful in commercializing your product candidates in a
rapid or accelerated
         manner as such statements are speculative.
Risks Associated with Our Business, page 4

5.       We note your disclosure that you will require substantial additional
capital to finance your
         operations. Please revise to disclose that your current loan agreement
restricts your ability
         to incur additional indebtedness without the consent of the lenders as
discussed on page
Implications of Being an Emerging Growth Company, page 5

6.       Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
License and Collaboration Agreements, page 79

7.       Please revise to disclose the aggregate future potential milestone
payments to be made for
         the agreements with The Board of Trustees of the Leland Stanford
Junior University and
         Selexis SA and when the royalty term is currently expected to expire
for all three of the
         agreements in this section.
 Jaume Pons, Ph.D.
FirstName LastNameJaume Pons, Ph.D.
ALX Oncology Holdings Inc.
Comapany NameALX Oncology Holdings Inc.
June 1, 2020
Page 3
June 1, 2020 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Critical Accounting Policies and Significant Judgments and Estimates
Stock Based Compensation
Determination of the Fair Value of Common Stock, page 83

8.       Once you have an estimated offering price or range, please explain to
us how you
         determined the fair value of the common stock underlying your equity
issuances and the
         reasons for any differences between the most recent valuations of your
common stock
         leading up to the IPO and the estimated offering price. This
information will help facilitate
         our review of your accounting for equity issuances including stock
compensation and
         beneficial conversion features.
CD47 Scientific Background, page 89

9.       Please revise to indicate what NK-AML stands for in the chart on page
Clinical Development of ALX148 in Hematologic Malignancies, page 97

10.      We note the references to "response evaluable" subjects in this
section. Please disclose
         the number of subjects in the trial where the response was not
evaluable and the reasons it
         was not evaluable.
Licensing and Intellectual Property, page 104

11.      With respect to your owned patents and patent applications, please
revise to specify the
         product candidates or technologies to which such patents relate, the
type of patent
         protection that you have, the expiration dates and the material
non-U.S. jurisdictions.
         Please also specify the type of patent protection for the licensed
patents from Leland
         Stanford Junior University.
12.      We note your disclosure regarding a revoked European patent owned by
         Health Network and The Hospital for Sick Children that may encompass
certain therapies
         for the treatment of cancer using polypeptides comprising soluble
human SIRPa, or a
         CD47-binding fragment thereof. Please revise to disclose what effect,
if any, you expect
         this revoked European patent to have on your patent portfolio and your
Non-Employee Directors, page 119

13.      Please revise to ensure that you have disclosed the principal
occupations and employment
         for Director Walmsley over the last five years. Refer to Item 401(e)
of Regulation S-K for
Certain Relationships and Related-Party Transactions, page 132

14.      Please file the agreements with venBio and Tollnine described in this
section as exhibits
         to the registration statement, or tell us why you do not believe it is
 Jaume Pons, Ph.D.
ALX Oncology Holdings Inc.
June 1, 2020
Page 4

       You may contact Christine Torney at 202-551-3652 or Lynn Dicker at
202-551-3616 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625
with any other

FirstName LastNameJaume Pons, Ph.D.
                                                         Division of
Corporation Finance
Comapany NameALX Oncology Holdings Inc.
                                                         Office of Life
June 1, 2020 Page 4
cc:       Michael E. Coke, Esq.
FirstName LastName