heat_fwp.htm

Corporate Presentation

Issuer Free Writing Prospectus

Filed pursuant to Rule 433

Registration No. 333-188365

June 28, 2013

July 2013

Forward Looking Statements

This presentation includes statements that are, or may be deemed, ‘‘forward-looking statements.’’ In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,”
“plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or
comparable terminology, although not all forward-looking statements contain these words. They appear in a number of places throughout this
presentation and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among
other things, our ongoing and planned discovery and development of drugs targeting cancer stem cells, the strength and breadth of our intellectual
property, our ongoing and planned preclinical studies and clinical trials, the timing of and our ability to make regulatory filings and obtain and
maintain regulatory approvals for our product candidates, the degree of clinical utility of our products, particularly in specific patient populations,
expectations regarding clinical trial data, our results of operations, financial condition, liquidity, prospects, growth and strategies, the length of
time that we will be able to continue to fund our operating expenses and capital expenditures, our expected financing needs and sources of
financing, the industry in which we operate and the trends that may affect the industry or us.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and healthcare,
regulatory and scientific developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer
or shorter timelines than anticipated. Although we believe that we have a reasonable basis for each forward-looking statement contained in this
presentation, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations,
financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward-looking
statements contained in this presentation as a result of, among other factors, the factors referenced in the “Risk Factors” section of our
Registration Statement on Form S-1 initially filed with the Securities and Exchange Commission on May 6, 2013 as subsequently amended to date
(our “Registration Statement”). In addition, even if our results of operations, financial condition and liquidity, and the development of the industry
in which we operate are consistent with the forward-looking statements contained in this presentation, they may not be predictive of results or
developments in future periods. Any forward-looking statements that we make in this presentation speak only as of the date of such statement,
and we undertake no obligation to update such statements to reflect events or circumstances after the date of this presentation, except as
required by law.

You should read carefully our “Special Cautionary Notice Regarding Forward-Looking Statements” and the factors described in the “Risk Factors”
sections of our Registration Statement to better understand the risks and uncertainties inherent in our business.

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.

We have filed a registration statement (including a preliminary prospectus) with the SEC for the offering to which this presentation relates. The
registration statement has not yet become effective. Before you invest, you should read the preliminary 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 for free by visiting EDGAR on the SEC Web site at http://www.sec.gov. The preliminary prospectus, dated June 21,
2013, is available on the SEC Web site 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, 18th Floor, New York, NY 10019, telephone: 212-
813-1010, e-mail: prospectus@aegiscap.com

Offering Summary

Deal Terms

SHARES OFFERED	1,650,000 (100% Primary)
PRICE RANGE	$10.00 - $12.00 per Share
EXCHANGE / TICKER	NASDAQ Capital Market / HTBX
OVER-ALLOTMENT	15% or 247,500 (100% Primary)
USE OF PROCEEDS	Clinical Development of HS-110 and HS-410 and Other General Corporate Purposes
SOLE BOOK-RUNNER	Aegis Capital Corp
CO-MANAGER	Cantor Fitzgerald & Co.

The Heat Biologics Team

Jeffrey Wolf Founder, Chairman and CEO	• Founded Heat Biologics and advanced company to current clinical stage • Founder/CEO of several biotech companies including Elusys Therapeutics (founder/Chairman/CEO) TyRx Pharma (co-founder/Chairman), Avigen (NASDAQ: AVGN) (co-founder/director) • BA, University of Chicago; JD, New York University School of Law; MBA, Stanford Business School
Sandra Silberman, MD, Ph.D Chief Medical Officer	• Oversaw the clinical development of Tarceva™ at Pfizer • Led global development and FDA approval of of Gleevec™ at Novartis. Senior oncology clinical development positions Eisai and Quintiles • MD, Cornell University Medical College; Ph.D. in Tumor Immunology, Johns Hopkins University
Matt Czajkowski Chief Financial Officer	• Chief Financial Officer at Pozen Pharmaceuticals (NASDAQ: POZN) • BA, Harvard College; MBA, Harvard Business School
Jennifer Harris, Pharm. D. VP of Clinical and Regulatory Affairs	• Significant experience in the clinical development of cancer immunotherapies with Dendreon, Celgene and Novaquest (Quintiles) • BS and Pharm.D, University of North Carolina, Chapel Hill

Scientific Advisory Board

Eckhard Podack, MD, Ph.D.

Chairman of Scientific Advisory Board

Chairman of Microbiology and Immunology,
University of Miami

James Allison, Ph.D.

Former Chairman of Immunology Program,
Memorial Sloan Kettering

Sol Barer, Ph.D.

Co-founder, former Chairman and CEO, Celgene

John Nemunaitis, M.D.

Executive Medical Director,
Mary Crowley Cancer Research Center

Justin Stebbing, M.D., Ph.D.

Imperial College, London

Daniel Von Hoff, M.D.

Translational Genomics Research Institute

Past President of American Association of
Cancer Research

Heat Biologics Highlights

l Transformative immunotherapy platform that unleashes a robust pan-antigen T-cell attack against a
wide range of cancers

l Fully-allogeneic, “off-the-shelf” drugs with COGS < 5% of autologous cancer vaccine approaches

l Multiple near-term registration opportunities (>$60 Billion TAM)

Broad-based

Immunotherapy

Platform

l 18-patient Phase 1 investigator-sponsored IND in advanced non-small cell lung cancer

– Positive safety data with no treatment-related SAEs

– Powerful disease-specific immune activation

– Preliminary evidence that immune activation corresponds with increased overall survival

l Median 1-year overall survival rate in advanced NSCLC of 43% compared favorably to a 5.5% rate
based on published data from a 43-patient advanced NSCLC population

l One patient survives >3 yrs. and another patient survives >4 yrs. since starting therapy

Promising

Clinical Data

l IPO net proceeds will be used to progress two drug candidates through Phase 2 clinical trials

– HS-110 for non-small cell lung cancer (NSCLC)

– HS-410 for bladder cancer

Diverse

Clinical Pipeline

l IPO net proceeds expected to progress two clinical programs through Phase 2 trials

l Multiple value-creating milestones planned over the next 12-24 months

Milestones

l Strong management and scientific team includes SAB members Sol Barer (Celgene), James Allison
(Sloan Kettering), Eckhard Podack (Miami), Daniel Von Hoff (TGen)

Experienced

Team

Heat’s ImPACT Therapy

Living Drug Factories

Antigen and adjuvant delivery in a single package

• Chairman, Dept. of Immunology University of Miami

• Discover of Perforin

• Inventor of Seattle Genetics CD30 antibody (Adcetris®)
recently approved by FDA for Hodgkin Lymphoma

• Inventor of Heat’s ImPACT Technology

Cutting Edge: Tumor Secreted Heat Shock-Fusion
Protein Elicits CD8 Cells for Rejection.

K. Yamazaki, T. Nguyen, E.R. Podack.

Molecular and Cellular Requirements for Enhanced
Antigen Cross-Presentation to CD8 Cytotoxic T
Lymphocytes.

S. Oizumi, N. Strbo, S. Pahwa, V. Deyev,
E.R. Podack.

Surmounting tumor-induced immune suppression
by frequent vaccination or immunization in the
absence of B cells.

S. Oizumi, V. Deyev, K. Yamazaki,, T. Schreiber,
N. Strbo, J. Rosenblatt, E.R. Podack.

Cell surface expression of heat shock protein
gp96 enhances cross-presentation of cellular
antigens and the generation of tumor-specific T-
cell memory.

J. Dai, B. Liu, M.M. Caudill, H. Zheng, Y. Qiao, E.R.
Podack, Z. Li.

Cell-secreted gp96-Ig-peptide complexes induce
lamina propria and intraepithelial CD8+
cytotoxic T lymphocytes in the intestinal
mucosa.

N. Strbo, S. Pahwa, M.A. Kolber, L. Gonzalez, E.
Fisher, E.R. Podack.

Gp96SIV Ig immunization induces potent
polyepitope specific, multifunctional memory
responses in rectal and vaginal mucosa.

N. Strboa, M. Vaccaric, S. Pahwaa, M.A.
Kolberb, E. Fishera, L. Gonzaleza, M.N.
Dosterc, A. Hryniewiczc, B.K. Felbere, G.N.
Pavlakisf, G. Franchinic, E.R. Podack.

Tumor-induced suppression of CTL expansion
and subjugation by gp96-Ig vaccination.

T.H. Schreiber, V. Deyev, J.D. Rosenblatt , E.R.
Podack.

Introducing gp96 — Immune System’s “Swiss Army
Knife”*

“Molecular Warning System”

* Schild, H. & Rammensee, H. Gp-96 - The Immune System’s Swiss Army Knife. Nature Immunology 2, 100
-101 (2000)

gp96

antigen

leash

l “Chaperone” protein expressed in all our cells and
variety of tumors

l Activates a pan-antigen T-cell response by enabling
MHC I antigen cross-presentation to CD8+ T-cells

l Gp96 + client protein naturally released via necrosis

l Among the most powerful adjuvants and the only
adjuvant to show exclusive specificity to CD8+ T-cells

– Provides non-specific signals to the innate immune
system and specific signals to adoptive immune system

Tethered to our cells with a leash

ImPACT Therapy — “Severing the Leash”

Heat Biologics ImPACT technology removes the leash that binds
gp96 to the cell, creating cells that continually secrete gp96

Vaccine Injection

Inject living ImPACT cells
into the patient

ImPACT Therapy — Process

Non-functional
Tumor Cell

Killer
T-Cell

Heat Biologics
creates genetically
modified tumor cell
lines to continually
secrete their own
mutated antigens
bound to gp96.

Scale-up production of
these living tumor cells
as our “drug” to treat
all patients with a
particular cancer.
Irradiate these cells so
they can’t replicate and
vial for distribution.

Inject these living,
genetically-modified
cells into patients.
These cells
continuously secrete
tumor proteins bound
to gp96.

Secreted proteins
activate killer T-cells
to seek-out and
destroy the targeted
cancer.

Choose cancer of
interest and
identify a cell line
representative of
that cancer.

Fully-Allogeneic Approach

An Off-the Shelf Therapy

Approach

• Allogeneic, “off-the-shelf” treatment
created from a master cell line

• No tumor cells, blood or anything else
extracted from the patient

• Non-invasive

Benefits

• Unlimited drug supply enables immediate
treatment and frequent administration
with no patient-specific processing

• Pan-antigen immune response

• Less expensive to produce
   and administer than autologous therapies
   with COGS < 5% of autologous approaches
   with fewer logistical hurdles

IP Estate with Broad and Early Filings

Strong Intellectual Property Protection

ImPACT Platform Technology

l US and foreign patents issued for ImPACT technology for the treatment of cancer and
viral disease

l Additional patents on proprietary cell lines and clinical data

Worldwide Filings

l 5 patent families representing over 50 patent applications

l Enforceable patents issued in 15 countries and counting

Lung Cancer and HS-110

Background

Heat’s HS-110 Therapy

• Cells are genetically modified to secrete gp96
and most known (and many unknown) lung
cancer antigens

• Pan-antigen cytotoxic T-cell immune response

Treatment

• Powerful immune activation

• Positive safety profile based on preclinical
studies and one clinical study

• The drug is administered in a simple,
once-a-week injection

Survival Curve for Late-Stage 3B/4
NSCLC Patients*

* Massarelli E. Lung Cancer;2003:39 - Meta Analysis

Current Treatment

• Surgical Resection

• Radiation Therapy

• Chemotherapy

–3-6 cycles

–Each cycle lasts 3-4 weeks

• Targeted Therapies

Survival Prospects

• Median survival ~ 4.5 months*

• 1 year survival >6%*

“Without any chemotherapy, the average person will live about 4½ months.
With chemotherapy most will live longer and some will live a shorter time. More recent chemotherapy trials
have shown that people live about 3 months longer than if they did not get chemotherapy …

… Even with chemotherapy, the chance of being alive at one year is about 30-50%;
the chance of dying within this year is 50-70%.”

— American Society for Clinical Oncology (ASCO) Guidelines

Lung Cancer is the Second Most Common Cancer in
US with No Reliable Treatment Options for Late-Stage
Patients

HS-110: Phase 1 Lung Cancer Trial Design

l NIH-funded, open-label, single center investigator-sponsored IND

l 18 patients with late-stage NSCLC

l Participants had previously failed multiple lines of therapy

Stage IIIB/IV NSCLC

Median 7 Prior Therapies & Progressive
Disease at Enrollment

Alternating After First 8 Patients

Cohort 3
¼ Strength Dose Twice Weekly

(10,000,000 Cells)

Cohort 2
½ Strength Dose Weekly

(20,000,000 Cells)

Cohort 1
1 Dose Every 2 Weeks

(40,000,000 Cells)

Safety
Immune Response,
Tumor Response,

Overall Survival,
Progression Free Survival

HS-110 NSCLC Phase 1 Clinical Trail Results

l Well-tolerated with no overt toxicity and no treatment-related SAEs

l 18 patients treated, 15 patients completed first course of therapy, 2 patients
completed 3 courses of therapy

l Single agent clinical activity in late-stage 3b and 4 lung cancer

• As is typical in immunotherapy, no observed partial or complete responses

• 7 patients exhibited stable disease after single course of therapy

l Immune response observed in 73% (11 out of 15) of patients who
completed their first course of therapy

– Immune response predictive of survival (HR: 0.021, 95% CI:0.002-
0.204)

• The 11 immune responders exhibited a median survival of 16.9 months (95%
CI: 7.1-20) while the 4 immune non-responders exhibited a median survival of
4.5 months, which is consistent with the expected survival times in this patient
population

– Two late-stage patients survive >3 years

• One HS-110 patient alive >3 yrs. and another patient still alive >4 yrs.

l Median 1 year overall survival rate of patients in the study was 44% (95%
CI: 21.6-65.1) comparing favorably to a 5.5% rate based on published data
from a 43-patient advanced NSCLC population

Highly Activated Immune Response

Methodology

• Samples collected for immune
   response at baseline and after a
   minimum of one 6-week course of
   therapy were analyzed

• To determine the frequency of CD8
   IFN-γ, purified CD8 T cells collected
   from patients were stimulated with
   vaccine

• + indicates first increase, solid lines
indicate immune response (IR+),
dashed lines no response (IR−)

Results

• In 11 of the 15 patients (73%)
   completing the first course of therapy
   with HS-110, there was a twofold or
   greater increase in CD8 cells secreting
   interferon gamma (CD8-CTL IFN-γ)
   following vaccination

Baseline

1000

Post 1

Post 2

Post 3

100

Cohort 2 (n=3)

Cohort 3 (n=3)

Cohort 1 (n=9)

1019

1013

1014

1002

1009

1008

1003

1016

1011

1017

1018

Immune Response Predictive of Survival

In 11 of the 15 patients (73%) completing the first course of therapy with HS-110, there was a twofold or greater increase in CD8 cells
secreting interferon gamma (CD8-CTL IFN-γ) following vaccination. In a non-prespecified analysis, the responders saw a threefold
increase in median overall survival compared to non-responders in the trial, from 4.5 months to 16.9 months

Non-Responders

Responders

>3x Extension of Median OS
for Responders

0.25

0.50

1.00

0.75

Months From Treatment Start

(N=4)

(N=11)

Hazard Ratio: 0.021

95% CI: 0.002 - 0.204

Phase 2 NSCLC Trial Design

Inclusion Criteria

l Stage III/IV NSCLC patients

l Prior treatment with platinum doublet,
crizotinib, erlotinib as 1st line treatment

l Achieved clinical response (CR/PR) or disease
stabilization following 1st line treatment

Stage 2

N = 65

Proof of Concept

Stage 1

N = 60

Dose Finding

Placebo

N = 30

HS-110
Optimal dose N = 60

Phase 2 - 2 Stage Adaptive Design

Proceed with Optimal Dose

Placebo

N = 6

HS-110

Low Dose N = 12

10,000,000 cells

HS-110

High Dose N= 12

2,000,000 cells

Trial Objectives

l Stage 1: Dose finding and safety

l Stage 2: Progression-free survival

In addition, a grant-funded, investigator-sponsored Phase 1 NSCLC trial will explore use of HS-110 as a combination therapy

Bladder Cancer and HS-410

Background

l Currently-available treatments have high failure rate and are
poorly tolerated

l Among highest lifetime treatment cost per patient of any
cancer due to a high recurrence rate

l Opportunity to treat patients with minimal residual disease

l Drug manufacturing and preparation of IND and protocol
for HS-410 in progress

l No new drugs for this patient population in >25 years

l HS-410 Phase 1/2 trial scheduled to begin in Q3 of 2013 and
will include ~100 patients

In 2012 Alone, There Were 73,000 New Cases
of Bladder Cancer Reported and 15,000 Deaths

HS-410: Phase 1/2 Clinical Trial Design

Bladder Cancer

l HS-410 administered within existing standard of care guidelines

l Majority of cases are superficial (non-muscle invasive), treated with surgery
followed by 6 weeks of interstitial BCG therapy

Stage 1/2a

Cancer Surgical Resection
Followed by BCG

N = 93

HS-410
N = 50

Placebo
N = 25

HS-410 LD
N = 9

HS-410 HD
N = 9

1:1 Randomization

12 Weekly Injections;
Then Monthly X 3

Trial Objectives

Dose Ranging

Optimal Dose

l Safety and tolerability

l Optimal dose based on
immune response

l Time to recurrence

l Immune response

l Safety and tolerability

Diverse Product Pipeline

*Investigator-sponsored, grant-funded study

Planned

Planned*

IPO Milestones and Upcoming Events

2013 Milestones

qHS-110 lung cancer

qInitiate 120 patient Phase 2 clinical trial

qPhase 2 patient enrollment

qHS-410 Bladder Cancer

qPre-IND FDA meeting

qHS-410 scale manufacturing

qInitiate 93 patient Phase 1/2 clinical trial

qComplete stage 1 enrollment

qImmune response data readout

q Corporate and other

qEnhance management team

qContinued grant filings and notifications

qOvarian cancer cell line development

2014 Milestones

qHS-110 lung cancer

qStage 1 enrollment completes

qImmune response data readout

qPFS data readout

qHS-410 Bladder Cancer

qTrial enrollment completes

qImmune response data readout

qTime-to-recurrence data readout

q HS-310 Ovarian Cancer

qFile IND

qFirst patient enrolled

qEnrollment completes

qImmune response data readout

q Corporate and other

qContinued grant filings and notifications

qVarious clinical publications

2012 Milestones

qHS-110 lung cancer

qPhase 1 trial completion and
publication*

qPhase 2 protocol design

qHS-110 GMP manufacturing

qHS-410 Bladder Cancer

qCell line development

qPhase 1/2 protocol design

	2013				2014
	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
HS-110 Lung Cancer		Phase 2 Clinical Trial ~120 Patients
HS-410 Bladder Cancer			Phase 1/2 Clinical Trial ~100 Patients

IPO funds will be used to
progress two drug
candidates to Phase 3
clinical trials

*Investigator-sponsored, grant-funded study

Immunotherapy Gaining Momentum

Immunotherapy on the cusp of great industry breakthroughs with several BLA
approvals anticipated in coming years

l “Technology ripening” period for immunotherapies may be similar to antibodies

Highly-novel approach to activate cytotoxic
T-cells against multiple tumor antigens simultaneously

l Potential to be complimentary with “checkpoint inhibitors” currently in the clinic

Approvals

Cumulative FDA Antibody Approvals

Select Immunotherapy NDAs Expected

“In a decade immunotherapy cancer drugs will be treating 60% of cancers and
generating annual sales of up to $35 billion.”

— Andrew Baum, MD
Head of Global Healthcare Research, Citi

Select Immunotherapy and Oncology-Focused
Comparables

COMPANY	FOCUS	LEAD CATEGORY	STAGE OF DEVT.	VALUATION*
Heat Biologics	Live T-cell vaccine platform	NSCLC	Phase 2 (Post IPO)	~$70M
Newlink Genetics	Live-cell vaccines	Pancreatic	Phase 3	$556M
Stemline	Cancer stem cells	Leukemia	Phase 1/2	$304M
Verastem	Cancer stem cells	Ovarian	Phase 1/2	$270M
Infinity Pharma	Small molecules	NSCLC	Phase 2	$901M
Array Biopharma	Small molecules	Multiple Myeloma	Phase 2	$571M
Celldex	APC targeted immunotherapies	Glioblastoma	Phase 3	$1.2B
Clovis Oncology	EGFR inhibitor	NSCLC	Phase 1	$1.6B
Puma Biotech.	Tyrosine kinase inhibitor	Breast	Phase 2	$1.2B
Immunocellular	Autologous dendritic cell vaccine	Glioblastoma	Phase 2	$114M
Okairos	T-cell vaccine platform	----	Preclinical	$323M GSK Buyout
Biovax	Modified virus injected into tumor	Melanoma	Phase 3	Up to $1B ($425M upfront) Amgen Buyout

* Valuation as 6-24-13

Capitalization Structure

CAPITALIZATION (as of 5/21/13)	SHARES OUTSTANDING	% OUTSTANDING

Common Stock*	3,583,654	84%
Stock Options	662,543	15%
Warrants	53,159	1%
Fully Diluted Shares Outstanding	4,299,356	100%

*Assuming all preferred stock converts to common stock as of May 21, 2013

Summary
Clinical Stage Platform Technology Generating Promising Human Data

Data to Date Demonstrate:

• Positive safety profile

• Powerful, disease-specific immune activation

• Immune activation corresponds with increased overall survival in
initial 15 patients

Encouraging

Clinical Data

Strong Clinical Pipeline

• Phase 2 NSCLC clinical trial and Phase 1/2 bladder cancer trial
following IPO with additional IND submissions planned

• Near-term enrollment and data readouts

Value
Creating Milestones

Transformational
Technology Platform

Unleashes the immune system against a wide range of
cancers

• Over a decade of published research and recent clinical data