Free Writing Prospectus

Initial Public Offering –

June 2014

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-194606

June 12, 2014

Forward Looking

Statements

Some of the matters discussed in this presentation contain forward-looking statements that involve significant risks

and uncertainties, including statements relating to the prospects for the Company’s Tarmogen technology, for the

timing and outcome of the Company’s clinical trials, the potential approval to market any Tarmogens, and the

Company’s capital needs. Actual events could differ materially from those projected and the Company cautions

investors

not

rely

the

forward-looking

statements

contained

in,

made

connection

with,

the

presentation.

Among

other

things,

the

Company’s,

it’s

collaborators’

clinical

trials

may

delayed

may

eventually

unsuccessful. The Company may consume more cash than it currently anticipates and faster than projected or the

Company’s

collaborators

may

terminate

amend

their

agreements

with

the

Company

with

terms

which

are

adverse

to the Company’s prospects. Competitive products may reduce or eliminate the commercial opportunities of the

Company’s product candidates. If the FDA or foreign regulatory agencies determine that the Company’s product

candidates do not meet safety or efficacy endpoints in clinical evaluations, they will not receive regulatory approval

and

the

Company

will

not

able

market

them.

The

Company

may

not

enter

into

any

additional

strategic

collaboration agreements. Operating expense and cash flow projections involve a high degree of uncertainty, including

variances in future spending rates due to changes in corporate priorities, the timing and outcomes of clinical trials,

regulatory and competitive developments and the impact on expenditures and available capital from licensing and

strategic collaboration opportunities. If the Company is unable to raise additional capital when required or on

acceptable terms, it may have to significantly alter, delay, scale back or discontinue operations.

Additional risks and uncertainties relating to the Company and its business can be found in the "Risk Factors" section

of the Company’s Registration Statement on Form S-1, as amended and the Company’s other Periodic and Current

Reports filed with the SEC, if any. GlobeImmune undertakes no duty or obligation to update any forward-looking

statements contained in this presentation as a result of new information, future events or changes in the Company’s

expectations.

Free Writing Prospectus Statement

•

This presentation highlights basic information about us and the offering.

Because it is a summary, it does not contain all of the information that you

should consider before investing in our common stock.

•

We have filed a registration statement (including prospectus) with the United

States Securities and Exchange Commission (SEC) for the offering

to which this

presentation relates. The registration statement has not yet become effective.

Before you invest, you should read the prospectus in the registration statement

(including the risk factors described therein) and other documents we have filed

with the SEC for more complete information about us and the offering. You

may get these documents, including the preliminary prospectus dated June 4,

2014 for free by visiting EDGAR on the SEC website at http://www.sec.gov.

•

Alternatively, we or any underwriter participating in the offering will arrange to

send you the prospectus if you contact Aegis Capital Corp., Prospectus

Department, 810 Seventh Avenue, 18 Floor, New York, NY 10019, telephone

212-813-1010, email: prospectus@aegiscap.com

Initial Public Offering Summary

Over-Allotment

15% or 234,375 shares (100% primary)

Offering Size

1,562,500 shares (100% primary)

Price Range

$15.00 -

$17.00

Potential Current

Investor Participation

Up to $10 million

Celgene, HealthCare Ventures, Lilly Ventures, Morgenthaler Ventures, others

Exchange / Listing

NASDAQ Global Market / GBIM

Use of Proceeds

Advance an additional infectious disease Tarmogen through clinical proof of

concept. Manufacturing expenses for ongoing clinical trials. Prepare facility

for commercial manufacturing. Working capital and other general purposes.

Sole Bookrunner

Aegis Capital Corp.

Issuer

GlobeImmune, Inc.

GlobeImmune

Differentiated immunotherapeutic platform

Proof of concept in infectious disease & oncology

Major alliances with Gilead and Celgene

Multiple additional proprietary programs

–

4 ongoing phase 2 studies with multiple upcoming readouts

–

Over $60 million in partnership revenue to date

–

Upcoming data from randomized phase 2 HBV trial

–

Upcoming complete data from chordoma phase 1 patients

Experienced Management and Strong Investors

Exec. Director Clinical Res.

Allen Cohn, MD

Rocky Mountain Cancer Center

US Oncology

CEO & President, Board of Dir.

Timothy C. Rodell, MD

RxKinetix, OXIS International,

Cortech, Univ. of Colorado

VP Corporate Development

Kirk Christoffersen, MBA

OSI, Gilead, NeXstar

VP Finance

Jeffrey Dekker, CPA

Webroot, Requisite Technology

NxTrend, Rayonier, KPMG

Acting Head, Manuf. Ops.

Tom Keuer, MS

ARCA, Insmed,

Baxter, Somatogen

Chairman

William Freytag PhD

ARCA, Aspreva, Galenica

Myogen, Somatogen, Dupont

HealthCare Ventures

Augustine Lawlor

LeukoSite, Alpha-Beta,

Cardiovascular Sys., HGS

Sequel Venture Partners

Dan Mitchell

Capital Health, Replidyne

ARCA, Cardiovascular Sys.

Medica Venture Partners

Pennina Safer PhD

Lilly Ventures Fund

Edward Torres

Eli Lilly & Co., Receptos

Management

Board

Concord

Ventures,

CBD

Tech.

Genetics

Institute

Preclinical

Phase 1

Phase 2

Phase 3

Commercial Rights

GS-4774

GILD WW License

GI-19000

GI-2010

GI-18000

GI-6207

CELG Option

GI-6301

CELG WW License

GI-4000

GlobeImmune

Chordoma

Resected pancreas

Non-small cell lung cancer

GlobeImmune

HIV

Delta virus

Medullary thyroid cancer

Hepatitis B virus (HBV)

Tuberculosis

Product Candidate

Indication

Pipeline

Phase 2

Phase 2b

Phase 2

Phase 1

A Year of Significant Accomplishments

•

Infectious disease

•

$5 million in milestones received to date

•

Oncology

•

$9 million milestone

–

Completed phase 1 trial for GS-4774 (formerly GI-13020)

–

Gilead enrolling 175 patient phase 2 in chronic HBV for GS-4774

–

$4 million tuberculosis grant from NIH

–

Initiated GI-6207 phase 2 trial for medullary thyroid cancer

–

Complete enrollment of GI-6301 phase 1 trial

–

Celgene exercise of worldwide license to GI-6301

Tarmogen

Immunotherapy:

Heat-inactivated Recombinant Yeast

•

Potent helper and killer T cell responses

•

Target antigen(s) expressed internally

•

Safe and well tolerated to date

Down-regulates regulatory T cells

>500 patients and healthy volunteers

>5 years safety data in pancreas cancer

Generating a Targeted Cellular Immune Response

Mechanism of action

Infectious Disease Pipeline

Preclinical

Phase 1

Phase 2

Phase 3

Commercial Rights

GS-4774

GILD WW License

GI-19000

GI-2010

GI-18000

GlobeImmune

HIV

Delta virus

Hepatitis B virus (HBV)

Tuberculosis

Product Candidate

Indication

Phase 2

GS-4774 in Chronic Hepatitis B

GS-4774

HBV fusion protein

Hepatitis B Market

•

400 million patients chronically infected with HBV worldwide

–

Current treatment is lifelong treatment with antivirals

–

Antivirals control viremia but long term cure rates are <8%

•

80% of acutely infected patients clear virus spontaneously

–

Clearance is mediated by cellular immunity

–

Proof of concept in GlobeImmune hepatitis C program

•

Combine GS-4774 with oral antivirals

–

Improved cellular immune responses to increase cure rates

•

Phase 1 trial conducted in 60 healthy volunteers

–

Completed 1H2013

–

Safe and well tolerated

–

Cellular immune responses in 88% of subjects

GS-4774

Phase 2 in Chronic HBV Infected Subjects

GS-4774

Randomized open label dose ranging trial

OAV

GS-4774 (low) + OAV

OAV

GS-4774 (med) + OAV

OAV

GS-4774 (high) + OAV

Oral antiviral (OAV)

Oral antiviral alone

Wk 0

Wk 24

Wk 48

Chronic HBV

under control

with an oral

antiviral

n=175

Primary endpoint

HBsAg kinetics

Oncology Pipeline

Phase 2b

Phase 2

Phase 1

Preclinical

Phase 1

Phase 2

Phase 3

Commercial Rights

GI-6207

CELG Option

GI-6301

CELG WW License

GI-4000

GlobeImmune

Product Candidate

Indication

Medullary thyroid cancer

Chordoma

Resected pancreas

Non-small cell lung cancer

GI-6207 Targets Carcinoembryonic Antigen

•

CEA over-expressed in > 500,000 cases/year in US

NSCLC, colorectal, breast, gastric, pancreas, medullary thyroid cancers

•

Phase 1 complete at NCI

n=25

Monotherapy dose escalation trial

Advanced metastatic cancers

Stable disease in 20% of subjects

GI-6207

CEA

Medullary Thyroid Cancer

•

MTC represents 8% of all thyroid cancer cases annually in US

•

Resection is the only opportunity for cure

–

In less symptomatic metastatic disease SoC is observation

•

25% and 10% survival at 5 and 10 years with metastases

•

Vandetanib and cabozantinib approved for metastatic disease

–

Due to toxicity used only in very symptomatic patients

GI-6207

Vandetanib

WARNING:

QT PROLONGATION, TORSADES

DE POINTES, AND SUDDEN DEATH

See full prescribing information for full boxed warning.

Cabozantinib

WARNING:

PERFORATIONS AND FISTULAS,

and HEMORRHAGE

See full prescribing information for full boxed warning.

GI-6207-02 –

Phase 2 in MTC

GI-6207

•

Randomized, open label, cross-over trial

•

Primary endpoint -

calcitonin kinetics

Minimally or

asymptomatic

MTC

n=34

GI-6207 for 12 months

Observation

GI-6207 for 12 months

6 months

18 months

Primary Endpoint

12 months

GI-6301 Targets Brachyury Expressing Cancers

•

Brachyury

–

Lung, breast, colon, bladder, kidney, ovary, pancreas, chordoma

–

Transcription factor involved in normal embryogenesis

–

Important driver of metastasis

GI-6301

Brachyury

Chordoma

•

Ultra-orphan indication

•

Clinical presentation

•

Treatment

GI-6301

C2/C3 chordoma

–

100% of chordoma cells express brachyury

–

250-300 new US cases annually; prevalence 2,400

–

400 new EU cases annually; prevalence 3,600

–

Indolent and clinically silent until later stages

–

Aggressive resection plus adjuvant proton RT

–

Unresponsive to chemo & targeted therapies

–

5-year local control rates 50-60%

–

5-, 10-

& 20-year OS = 68%, 40% & 13%

GI-6301 Clinical Summary

•

NCI sponsored phase 1

34 subject, open label dose escalation trial

4 dose groups

Fully enrolled

•

Ten chordoma patients enrolled in Phase 1

Initial chordoma results presented at ASCO 2014

•

Phase 2 trial being designed

GI-6301

Tumor Growth Kinetics –

First 7 Chordoma Patients

GI-6301

Percentage change in tumor volume by RECIST

Heery

al.

“NCI

Experience

Using

Yeast-Brachyury

Vaccine

(GI-6301)

Patients

with

Advanced

Chordoma.”

ASCO

2014

GI-4000 Targets Mutated Ras

GI-4000

•

Critical molecular target in multiple cancers

•

~200,000

Ras

mutation+

cancer

cases/year

U.S.

•

176 patient Phase 2 in resected pancreas cancer

•

BDX-001 signature seen in ~50% of tested samples

•

Predicts 16.6 month improvement in overall survival with GI-4000

•

Phase 2 in non-small cell lung cancer

–

Poor prognosis

–

Less responsive to chemotherapy and targeted agents

–

2.6 month improvement in OS in subjects with residual disease

–

Companion diagnostic BDX-001 appears to predict response to GI-4000

–

24 patient case-controlled study at Memorial Sloan Kettering

–

43% reduction in the risk of mortality compared with case-matched controls

16.6 Month

mOS –

BDX-001

GI-4000 vs Placebo

GI-4000

*42 month mOS (GI-4000/gem) vs 25 month mOS (gem alone)

*Retrospective analysis of survival based on proteomic test results

43% Reduction in Risk of Death vs Case-matched Controls

Hazard ratio = 0.567

p = 0.240

Key strategic collaborations

Gilead Alliance

GI-13020

•

Exclusive license to all HBV Tarmogens

–

Signed in October 2011

•

Economics

–

$10 million upfront

–

Up to $135 million in potential clinical and regulatory milestones

–

Up to $40 million in potential sales milestones

–

Tiered royalties from high single digits to mid teens

–

Randomized phase 2 ongoing

•

Gilead funds clinical development and manufacturing

Celgene Collaboration & Option Agreement

•

Exclusive option to oncology products

•

Option agreement economics

•

Option structure

•

GI-6301 license

Program-by-program basis

GI-6301 licensed by Celgene in 2013

$40 million upfront

Clinical, regulatory and commercial milestones for each product

Celgene pays all future expenses for licensed products

Royalties in the teens for products subject to option

GlobeImmune conducts early development through predefined endpoints

Celgene has option to obtain an exclusive WW license

$9M upfront; $145M in future milestones

Tiered royalties high single to low double digits

Operations and financial

Financial Highlights

•

>$60 million partnership revenue to date from Gilead & Celgene

•

$119 million in 5 private rounds from premier VCs

•

$7.5 million convertible note, January 2014

•

~$10 million in grants

•

$9.2 million in cash (3/31/14)

•

$25 million IPO provides funding into 2016

–

Converts to common stock at IPO

Summary Financials

Summary P&L

2011

2012

2013

1Q2013

1Q2014

Revenue

5,108

14,642

22,518

2,132

1,418

Net income (loss)

(13,725)

(2,015)

9,476

(1,552)

(2,445)

Year Ended December 31,

Three months ended

Capitalization

Common stock outstanding as of March 31, 2014 (1)

3,573,900

Common stock offered

1,562,500

Total

5,136,400

Options outstanding (2)

235,342

Warrants (3)

728,326

Total

6,100,068

(1) After giving effect to the conversion of all of our outstanding preferred stock and convertible promissory

notes into shares of common stock upon completion of this offering, assuming an initial public offering price

of $16.00 per share, the midpoint of the price range.

(2) Weighted average exercise price $8.14

(3) Weighted average exercise price $20.55, assuming an initial public offering price of $16.00 per share,

the midpoint of the price range.

Efficient and Scalable Manufacturing

•

Established manufacturing

–

Scaleable efficient process

•

250L commercial scale projected

•

Low capital cost

•

Portable equipment

–

Facilitates technology transfer

Intellectual Property

•

~300 patents and applications owned or licensed

•

72 allowed or issued

•

Cover platform, oncology, HCV, HBV, HDV, HIV, Ad-36,

influenza, fungal disease, tuberculosis, other infectious

diseases, and methods of manufacture

GBIM Value Drivers

Last 12 months

Upcoming Milestones

•

GS-4774 Phase 2 data

•

Potential additional Gilead M/S payments

•

One or more infectious disease INDs

•

Full GI-6301 phase 1 data

•

GI-6301 chordoma phase 2 study

•

Continued phase 2 development of

GI-4000 in pancreas & NSCLC

–

Subject to collaboration or additional

financing other than IPO

•

Completed GS-4774 phase 1 trial

•

Gilead enrolling randomized 175 patient

GS-4774 phase 2 in chronic HBV

–

$5 million in milestones to date

•

$4 million TB grant from NIH

•

Initiated GI-6207 phase 2 trial for MTC

•

GI-6301 phase 1 complete enrollment

•

CELG exercised WW license to GI-6301

–

$9 million milestone

•

Pancreas cancer & NSCLC phase 2 data

Investment Overview

•

Targeting major diseases including HBV and multiple cancers

•

Alliances with Gilead and Celgene

•

Proof of concept in multiple diseases

•

Experienced management team

•

Multiple potential near term value drivers

–

>$60 million in partnership revenue to date