<PAGE>   1
                                                                     (conformed)

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB


[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 OR


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________


                         COMMISSION FILE NUMBER 0-25353



                                  DEMEGEN, INC.
             (Exact name of registrant as specified in its charter)





                COLORADO                                        84-1065575
(State or other jurisdiction of incorporation               (I.R.S. Employer
                or organization)                            Identification No.)


     1051 BRINTON ROAD, PITTSBURGH, PENNSYLVANIA                 15221
       (Address of principal executive offices)                (Zip Code)


                                  412-241-2150
              (Registrant's telephone number, including area code)


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 X No _

As of May 3, 2001, there were 36,779,778 shares of the registrant's common stock
outstanding.


<PAGE>   2
                                  DEMEGEN, INC.


                                      INDEX

<TABLE>
<CAPTION>

PART I.       FINANCIAL INFORMATION                                               PAGE

<S>           <C>                                                                  <C>
    Item 1.   Financial Statements and Notes to Financial Statements

         (a)  Condensed Balance Sheets as of March 31, 2001 (unaudited) and         3
              September 30, 2000

         (b)  Statements of Operations for the Six Months Ended March 31,           4
              2001 and 2000 and Inception (December 6, 1991) to March 31,
              2001 (unaudited)

         (c)  Statements of Operations for the Three Months Ended March 31,         5
              2001 and 2000 (unaudited)

         (d)  Statements of Cash Flows for the Six Months Ended March 31,           6
              2001 and 2000 and Inception (December 6, 1991) to March 31,
              2001 (unaudited)

         (e)  Notes to Financial Statements (unaudited)                             7

    Item 2.   Management's Discussion and Analysis of Financial Condition and      10
              Results of Operations

PART II.      OTHER INFORMATION

    Item 4.   Submission of Matters to a Vote of Security Holders                  12

    Item 6.   Exhibits and Reports on Form 8-K                                     12

    Signatures                                                                     13
</TABLE>


                                       2
<PAGE>   3

                          PART I. FINANCIAL INFORMATION
                                  DEMEGEN, INC
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             MARCH 31,           SEPTEMBER 30,
                                                                                 2001                2000*
                                                                         --------------          ------------
ASSETS                                                                      (UNAUDITED)

<S>                                                                       <C>                    <C>
CURRENT ASSETS
Cash and short-term investments                                           $    844,265           $  1,825,352
Accounts receivable                                                             15,191                 22,409
                                                                          ------------           ------------

TOTAL CURRENT ASSETS                                                           859,456              1,847,761

PROPERTY, PLANT AND EQUIPMENT                                                  387,519                365,801
Less:  accumulated depreciation                                               (239,366)              (208,971)
                                                                          ------------           ------------
                                                                               148,153                156,830

INTANGIBLE ASSETS                                                              651,830                604,837
Less:  accumulated amortization                                               (333,836)              (297,836)
                                                                          ------------           ------------
                                                                               317,994                307,001
                                                                          ------------           ------------

DEFERRED LICENSE FEE                                                         2,718,000                     --
Less:  accumulated amortization                                             (1,161,358)                    --
                                                                          ------------           ------------
                                                                             1,556,642                     --
                                                                          ------------           ------------

OTHER ASSETS                                                                    41,014                     --
                                                                          ------------           ------------

TOTAL ASSETS                                                              $  2,923,259           $  2,311,592
                                                                          ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)

CURRENT LIABILITIES
Accounts payable                                                          $    279,294           $    263,303
Accrued payroll                                                                     --                 97,261
Unearned revenue                                                               120,000                     --
Other accrued liabilities and unearned revenue                                  76,829                 73,789
                                                                          ------------           ------------

TOTAL CURRENT LIABILITIES                                                      476,123                434,353

OTHER LONG-TERM LIABILITIES                                                    480,748                477,441
                                                                          ------------           ------------

TOTAL LIABILITIES                                                              956,871                911,794

REDEEMABLE CONVERTIBLE PREFERRED STOCK                                       2,168,861              2,033,787

STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Common stock                                                                    34,780                 32,305
Warrants                                                                     2,286,004              1,287,004
Additional paid-in capital                                                  16,380,864             14,619,089
Deferred Compensation                                                         (300,997)              (343,999)
Subscription Receivable                                                       (112,867)              (188,511)
Deficit accumulated during the development stage                           (18,490,257)           (16,039,877)
                                                                          ------------           ------------

TOTAL STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)                               (202,473)              (633,989)
                                                                          ------------           ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT (CAPITAL DEFICIENCY)          $  2,923,259           $  2,311,592
                                                                          ============           ============
</TABLE>

*Derived from audited financial statements.
See accompanying notes to financial statements.


                                       3
<PAGE>   4
                                  DEMEGEN, INC
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  FOR THE SIX MONTHS                    INCEPTION
                                                                     ENDED MARCH 31,                 (DECEMBER 6, 1991)
                                                           -----------------------------------               TO
                                                               2001                   2000             MARCH 31, 2001
                                                           ------------           ------------        -----------------
<S>                                                        <C>                    <C>                 <C>
INCOME                                                     $    775,977           $    486,176           $  5,356,239

EXPENSES:
Research and development                                      1,349,185                418,271              8,403,051
General & administration                                        476,755                361,995             10,858,907
Interest                                                          9,592                  5,450              1,006,523
Depreciation and amortization                                 1,255,751                 81,691              1,833,813
                                                           ------------           ------------           ------------

TOTAL EXPENSES                                                3,091,283                867,407             22,102,294
                                                           ------------           ------------           ------------

NET LOSS                                                     (2,315,306)              (381,231)           (16,746,055)

Preferred dividend and accretion amounts                       (135,074)              (131,609)            (1,744,202)
                                                           ------------           ------------           ------------

NET LOSS APPLICABLE TO COMMON STOCK                        $ (2,450,380)          $   (512,840)          $(18,490,257)
                                                           ============           ============           ============


LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED          $      (0.07)          $      (0.02)
                                                           ============           ============


WEIGHTED AVERAGE COMMON STOCK OUTSTANDING                    33,531,426             27,213,528
                                                           ============           ============
</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>   5

                                  DEMEGEN, INC
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                           FOR THE THREE MONTHS
                                                                             ENDED MARCH 31,
                                                                    -----------------------------------
                                                                         2001                 2000
                                                                    ------------           ------------

<S>                                                                 <C>                    <C>
INCOME                                                              $    589,526           $     61,475

EXPENSES:
Research and development                                                 853,254                217,478
General & administration                                                 226,055                192,796
Interest                                                                   5,130                  4,439
Depreciation and amortization                                          1,208,295                 40,314
                                                                    ------------           ------------
TOTAL EXPENSES                                                         2,292,734                455,027
                                                                    ------------           ------------

NET LOSS                                                              (1,703,208)              (393,552)

Preferred dividend and accretion amounts                                 (67,758)               (66,007)
                                                                    ------------           ------------

NET LOSS APPLICABLE TO COMMON STOCK                                 $ (1,770,966)          $   (459,559)
                                                                    ============           ============


LOSS PER SHARE OF COMMON STOCK, BASIC AND DILUTED                   $      (0.05)          $      (0.02)
                                                                    ============           ============


WEIGHTED AVERAGE COMMON STOCK OUTSTANDING                             34,779,778             28,074,516
                                                                    ============           ============
</TABLE>

See accompanying notes to financial statements.


                                       5
<PAGE>   6

                                  DEMEGEN, INC.
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                              FOR THE SIX MONTHS               INCEPTION
                                                                                ENDED MARCH 31,            (DECEMBER 6, 1991)
                                                                     --------------------------------              TO
                                                                          2001               2000            MARCH 31, 2001
                                                                     -------------       ------------      -----------------

<S>                                                                    <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                             $(2,315,306)        $  (381,231)        $(16,746,055)
Adjustments to Reconcile Net Loss to Cash:
    Depreciation and amortization                                      1,255,751              81,691            1,833,813
    Stock issued for services                                            113,144                  --            2,003,344
    Stock based compensation                                              43,002                  --               86,003
    Issuance of stock and options to employees and directors                  --                  --            2,041,440
    Warrants issued for interest                                              --                  --              286,434
    Other                                                                (15,593)              2,125               69,083
Changes in Assets and Liabilities
  Other than Cash:
    Accounts receivable                                                    7,218             (54,105)             (15,191)
    Prepaid expenses and current assets                                       --              10,065                   --
    Accounts payable and other liabilities                               (63,326)            (31,211)           1,359,112
    Unearned revenue                                                     120,000             (45,834)             120,000
                                                                     -----------         -----------         ------------
NET CASH USED BY OPERATING ACTIVITIES                                   (855,110)           (418,500)          (8,962,017)

CASH FLOWS FROM INVESTING ACTIVITIES:
    Intangible assets                                                    (48,912)                 --             (408,280)
    Payment for license agreement                                        (50,000)                 --              (50,000)
    Purchase of property, plant and equipment                            (21,718)             (5,671)            (408,215)
                                                                     -----------         -----------         ------------
NET CASH USED BY INVESTING ACTIVITIES                                   (120,630)             (5,671)            (866,495)

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from debt                                                     8,544             150,000            1,307,153
    Principal payments on debt                                           (20,141)             (4,286)            (117,305)
    (Decrease) increase in payable to employees and directors                 --               3,355            2,687,962
    Net proceeds from issuance of equity instruments                          --           2,347,111            6,683,717
    Proceeds from exercise of stock options                                6,250                  --              111,250
                                                                     -----------         -----------         ------------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                          (5,347)          2,496,180           10,672,777
                                                                     -----------         -----------         ------------

Net Increase (Decrease) in Cash and Equivalents                         (981,087)          2,072,009              844,265
Cash and Cash Equivalents, Beginning of Period                         1,825,352             583,585                    0
                                                                     -----------         -----------         ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                             $   844,265         $ 2,655,594         $    844,265
                                                                     ===========         ===========         ============

INTEREST PAID DURING PERIOD                                          $     5,723         $     1,001
                                                                     ===========         ===========
</TABLE>

See accompanying notes to financial statements.


                                       6
<PAGE>   7

                                  DEMEGEN, INC.
                          NOTES TO FINANCIAL STATEMENTS
                     FOR THE SIX MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying financial statements of Demegen, Inc. (the "Corporation") are
unaudited. However, in the opinion of management, they include all adjustments
necessary for a fair presentation of financial position, results of operations
and cash flows. All adjustments made during the three and six months ended March
31, 2001 were of a normal, recurring nature. The amounts presented for the six
months ended March 31, 2001 are not necessarily indicative of results of
operations for a full year. Additional information is contained in the Annual
Report on Form 10-KSB of the Corporation for the year ended September 30, 2000
dated December 14, 2000 and in the Quarterly Report on Form 10-QSB of the
Corporation for the quarter ended December 31, 2000 dated February 12, 2001,
which should be read in conjunction with this quarterly report.

NOTE 2 - FEDERAL INCOME TAXES

No federal or state income tax has been provided for the six months ended March
31, 2001 and 2000 due to existence of unused net operating loss carryforwards.

The Corporation did not pay any income taxes during the six months ended March
31, 2001 and 2000.

NOTE 3 - NET EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings
(loss) per share:

<TABLE>
<CAPTION>

                                                                                     FOR THE SIX MONTHS
                                                                                        ENDED MARCH 31,
                                                                                   2001                 2000
                                                                                ------------         -----------

<S>                                                                             <C>                  <C>
NUMERATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Net Loss                                                                        $ (2,315,306)        $   (381,231)
Preferred stock dividends and accretion amounts                                     (135,074)            (131,609)
                                                                                ------------         ------------
Numerator for basic  and diluted earnings per share--income
   available to common stockholders                                             $ (2,450,380)        $   (512,840)
                                                                                ============         ============

DENOMINATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Denominator for basic and diluted earnings per share--
    weighted average shares                                                       33,531,426           27,213,528
                                                                                ------------         ============

BASIC AND DILUTED EARNINGS PER SHARE                                            $      (0.07)        $      (0.02)
                                                                                ============         ============
</TABLE>

<TABLE>
<CAPTION>

                                                                                      FOR THE THREE MONTHS
                                                                                         ENDED MARCH 31,
                                                                                    2001                2000
                                                                                ------------         ------------
<S>                                                                             <C>                  <C>
NUMERATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Net Loss                                                                        $ (1,703,208)        $   (393,552)
Preferred stock dividends and accretion amounts                                      (67,758)             (66,007)
                                                                                ------------         ------------
Numerator for basic  and diluted earnings per share--income
   available to common stockholders                                             $ (1,770,966)        $   (459,559)
                                                                                ============         ============

DENOMINATOR FOR BASIC AND DILUTED EARNINGS PER SHARE:

Denominator for basic and diluted earnings per share--
    weighted average shares                                                       34,779,778           28,074,516
                                                                                ------------         ============

BASIC AND DILUTED EARNINGS PER SHARE                                            $      (0.05)        $      (0.02)
                                                                                ============         ============
</TABLE>


                                       7
<PAGE>   8

NOTE 4 - UNEARNED REVENUE

During the fourth quarter of 1999, the Securities and Exchange Commission issued
Staff Accounting Bulletin ("SAB") 101, "Revenue Recognition in Financial
Statements", which clarifies the accounting rules for revenue recognition in
financial statements. The implementation date is no later than the fourth fiscal
quarter of fiscal years beginning after December 15, 1999. The Corporation
adopted SAS 101 in the first quarter of Fiscal 2001. Implementation of SAB 101
resulted in the deferral of $280,000 of revenue received from Dow AgroSciences
during the first quarter of Fiscal 2001 in the form of a minimum annual royalty
and a semi-annual research support fee. These revenues are being amortized into
income over the twelve month and six month period of the royalty and fee and
will be fully recognized by September 30, 2001.

NOTE 5 - LICENSE AGREEMENT WITH PURCHASE OPTION

Effective January 1, 2001 the Company entered into a definitive license
agreement with an option to purchase with Periodontix, Inc for all of their
technologies and rights in related clinical trials, except for Periodontix'
photodynamic technology. The transaction is structured under a short-term
license agreement to permit the Company a period of time to evaluate
Periodontix's technology and obtain the necessary funds to support the
additional research, prior to exercising the purchase option. The terms or the
agreement are as follows:

o        On December 15, 2000 the Company made a $50,000 good faith
         non-refundable payment to Periodontix

o        During February 2001 the Company issued Periodontix 2.3 million
         restricted common shares of the Company's Common Stock and warrants to
         purchase up to 2.3 million Common Shares of the Company's Common Stock
         at an exercise price of $1.25 per share. The Warrants have a five year
         term and are callable by the Company if the price of the Company's
         common Stock trades above $2.50 per shares for twenty consecutive
         trading days.

o        On April 2, 2001 Periodontix received the second issuance under the
         license agreement of 2 million restricted common shares of the
         Company's Common Stock and warrants to purchase up to 2 million Common
         Shares of the Company's Common Stock at an exercise price of $1.25 per
         share. The Warrants have a five year term and are callable by the
         Company if the price of the Company's common Stock trades above $2.50
         per shares for twenty consecutive trading days.

o        Under the license agreement, the Company will have an option to
         purchase the aforementioned technologies, free and clear of all liens
         and to terminate the license by July 31, 2001 with the issuance of 4.7
         million restricted common shares of the Company's Common Stock and
         warrants to purchase up to 4.7 million Common Shares of the Company's
         Common Stock at an exercise price of $1.25 per share. The Warrants have
         a five year term and is callable by the Company if the price of the
         Company's common Stock trades above $2.50 per shares for twenty
         consecutive trading days. The option date may be extended by the
         Company until January 31, 2002 with the payment of 1 million restricted
         Common Shares of the Company by July 31, 2001. If the option is
         exercised after July 31, 2001, the number of Common Shares and Warrants
         required to purchase the technologies will be 7 million each.

o        Periodontix has agreed not to sell the technologies while the Company's
         option is in force.

o        Should any license or sublicense agreements be negotiated by
         Periodontix with a customer for the licensed Periodontix technologies
         prior to the exercise of the option to purchase by the Company, the
         Company will receive the first $350,000 of any upfront license fees.
         The remaining balance of any upfront license fees will be paid to
         Periodontix in the Company's restricted Common Stock valued at the
         closing price for the preceding twenty trading days.


                                       8
<PAGE>   9

o        On January 1, 2001 the Company hired selected Periodontix employees to
         facilitate the clinical trials and other tasks related to the combined
         Company.

o        Beginning January 1, 2001 the Company agrees to pay Periodontix for
         rent and utilities at their office and other operating costs.

o        As part of the license fee the Company paid $175,000 to Periodontix on
         April 2, 2001 and is obligated to make a second $175,000 payment to
         Periodontix on December 1, 2001.

The initial license payment of restricted common stock and warrants issued to
Periodontix was valued at $2.7 million and along with the $0.05 million deposit
made in December 2000 are classified as Deferred Licensing Fees and are being
amortized over the seven month term of the license.


                                       9
<PAGE>   10




                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

SIX MONTHS ENDED MARCH 31, 2001 AND 2000

During the six months ended March 31, 2001 ("Fiscal 2001"), grants, license fees
and other income increased to $0.78 million compared to $0.49 million in the six
months ended March 31, 2000 ("Fiscal 2000"). The fiscal 2001 amount included a
$0.4 million grant from the Pacific West Cancer Fund and the National Cancer
Coalition to expand efforts to develop therapeutics to treat cancer.

Total expenses increased to $3.1 million from $0.87 million in the corresponding
prior fiscal six month period. The increase was due to additional preclinical
development activities in the current fiscal six month period and included $1.16
million of amortization of the deferred license fee with Periodontix and the
addition of the personnel and operating expenses associated with the license
with Periodontix.

Research and development expenditures increased to $1.35 million from $0.42
million in the corresponding prior fiscal six month period. The increase was due
to additional preclinical development activities in the current fiscal six month
period and includes additional expenditures relative to the aforementioned
Periodontix license. General and administrative expenses increased to $0.48
million from $0.36 million in the prior six month period due to the addition of
the operation covered by the license with Periodontix from January 1, 2001.

During the six month period ended March 31, 2001 and 2000, the Corporation made
no provision for federal or state income taxes due to the existence of net
operating loss carryforwards.

The Corporation reported a loss of $2.3 million for the six months ended March
31, 2001 compared net loss of $0.38 million for the six months ended March 31,
2000 as a direct result of the factors discussed above.

THREE MONTHS ENDED MARCH 31, 2001 AND 2000

During the three months ended March 31, 2001, grants, license fees and other
income increased to $0.59 million compared to $0.06 million in the three months
ended March 31, 2000. The fiscal 2001 amount included a $0.4 million grant from
the Pacific West Cancer Fund and the National Cancer Coalition to expand efforts
to develop therapeutics to treat cancer.

Total expenses increased to $2.3 million from $0.46 million in the corresponding
prior fiscal quarter. The increase was due to additional preclinical development
activities in the current fiscal quarter and included $1.16 million of
amortization of the deferred license fee with Periodontix and the addition of
the personnel and operating expenses associated with the license with
Periodontix.

Research and development expenditures increased to $0.85 million from $0.22
million in the corresponding prior fiscal quarter. The increase was due to
additional preclinical development activities in the current fiscal quarter and
includes additional expenditures relative to the aforementioned Periodontix
license. General and administrative expenses increased to $0.23 million from
$0.19 million in the prior quarter.

During the quarters ended March 31, 2001 and 2000, the Corporation made no
provision for federal or state income taxes due to the existence of net
operating loss carryforwards.

The Corporation reported a loss of $1.7 million for the three months ended March
31, 2001 compared net loss of $0.39 million for the three months ended March 31,
2000 as a direct result of the factors discussed above.


LIQUIDITY AND CAPITAL RESOURCES

During the six months ended March 31, 2001, the Corporation's cash decreased by
$0.98 million to $0.84 million.


                                       10
<PAGE>   11

The cash decrease was due $0.86 million of cash used by operating activities and
$0.12 million of cash used by investing activities.

Cash flows used by operating activities totaled $0.86 million in the six months
ended March 31, 2001. Cash outflows included the net loss of $2.32 million and a
$0.06 million decrease in accounts payable and other liabilities. These cash
outflows were partially offset by cash inflows which principally included a
$0.12 million increase in unearned revenue, $0.16 million for stock issued for
services and stock based compensation and $1.26 million of depreciation and
amortization.

Cash flows used by investing activities totaled $0.12 million in the six months
ended March 31, 2001 and included the $0.05 million cash payment as part of the
Periodontix license and purchase option agreements and $0.07 million for the
purchase of equipment and patent related activities.

The $0.005 million of cash utilized by financing activities consisted of $0.02
principal payments on notes partially offset by $0.01 million of proceeds from
an equipment loan and $0.01 million from the exercise of stock options.

During the six months ended March 31, 2000, the Corporation's cash increased by
$2.07 million to $2.66 million. The cash increase was due to $2.5 million of
cash provided by financing activities partially offset by $0.42 million of cash
used by operating activities.

The $2.5 million of cash provided by financing activities consisted of $2.35
million net proceeds from the private placement of securities and $0.15 million
received from a local foundation. The loan matures on February 28, 2005 with
interest at 5%. The loan is to fund program related research.

Cash flows used by operating activities totaled $0.42 million in the six months
ended March 31, 2000. Cash outflows included the net loss of $0.38 million, a
$0.05 million increase in accounts receivables, a $0.03 million decrease in
accounts payable and other liabilities and a $0.05 million decrease in unearned
revenue. These cash outflows were partially offset by cash inflows which
principally included $0.08 million of depreciation and amortization.

The Company believes that it has adequate liquidity to fund its operations in
Fiscal 2001 if the expected milestones, research support, license, sub-license
and equity financing payments are received as expected. Should the expected
payments either be delayed or not forth coming, the Company would take the
necessary actions to scale back its level of expenditures, primarily research
expenditures associated with new projects, to maintain sufficient cash flow to
fund basic operations. On a long term basis, it will be necessary for the
Company to access additional funding so that it can continue to fund the Phase I
and Phase II testing of its therapeutic agents. This funding may be in the form
of a private placement of equity securities or a secondary issuance of
securities into the market.

The Company intends to pursue the acquisition/merger of biotechnology companies
with similar technologies to increase the range of potential product offerings
that the Company will have to push through the clinical trial pipeline and to
broaden its exposure to potential partners.


                                       11
<PAGE>   12

                           PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


On February 16, 2001 the Annual Meeting of the Stockholders of Demegen, Inc. was
held in Pittsburgh, PA. At the meeting all of management's nominees for director
were elected directors of the Corporation and Ernst & Young LLC was ratified as
the Corporations auditors for Fiscal 2001.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits:
                               EXHIBIT INDEX
                        EXHIBIT NO. AND DESCRIPTION
                                                            PAGES OF SEQUENTIAL
                                                              NUMBERING SYSTEM





(b)     Reports on Form 8-K

The registrant filed a current report on Form 8-K on February 20, 2001
disclosing the license agreement with Periodontix, Inc.


                                       12
<PAGE>   13

                                   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.


                                         DEMEGEN, INC.


                                         By /s/Richard D. Ekstrom
                                            ------------------------------------
                                            Richard D. Ekstrom
                                            Chairman and Chief Executive Officer




Date:  May 3, 2001


                                       13