<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(Mark One)

[x]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the quarterly period ended June 30, 1998

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

      For the transition period__________ to __________

      Commission file number      0-20988
                            ---------------------------

                              ANTEX BIOLOGICS INC.
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

<TABLE>
<S>                                                          <C>
                   Delaware                                                52-1563899
-----------------------------------------------              -------------------------------------
 (State or other jurisdiction of incorporation                 (IRS Employer Identification No.)
               or organization)
</TABLE>


                 300 Professional Drive, Gaithersburg, MD 20879
  ----------------------------------------------------------------------------
                    (Address of principal executive offices)

                                 (301) 590-0129
    ------------------------------------------------------------------------
                           (Issuer's telephone number)


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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 [ ]

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]

                       APPLICABLE ONLY TO CORPORATE USERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

  22,188,641 shares of Antex Biologics Inc. common stock, $.01 par value, were
  ----------------------------------------------------------------------------
                        outstanding as of July 31, 1998.
                        --------------------------------

Transitional Small Business Disclosure Format (check one):

Yes                     No   X
    -----                  -----


<PAGE>   2


                              ANTEX BIOLOGICS INC.

                                   FORM 10-QSB

                           QUARTER ENDED JUNE 30, 1998

                                      INDEX


<TABLE>
<CAPTION>
Part I.     Financial Information                                                             Page No.
                                                                                              --------
<S>                                                                                           <C>
      Item 1.     Financial Statements

                  Consolidated Balance Sheets at December 31, 1997 and
                  June 30, 1998 (Unaudited)                                                          3

                  Consolidated Statements of Operations (Unaudited) for the
                  three months ended June 30, 1997 and 1998                                          4

                  Consolidated Statements of Operations (Unaudited) for the
                  six months ended June 30, 1997 and 1998 and the period
                  August 3, 1991 (inception) to June 30, 1998                                        5

                  Consolidated Statements of Cash Flows (Unaudited) for the
                  six months ended June 30, 1997 and 1998 and
                  the period August 3, 1991 (inception) to June 30, 1998                           6-7

                  Notes to Consolidated Financial Statements                                      8-11

      Item 2.     Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                          11-14


Part II.    Other Information

      Item 4.     Submission of Matters to a Vote of Security Holders                               14

      Item 6.     Exhibits and Reports on Form 8-K                                                  15


Signatures                                                                                          16

Exhibits                                                                                            17
</TABLE>


                                        2

<PAGE>   3


                              Antex Biologics Inc.
                        (a development stage enterprise)

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,              JUNE 30,
                                                                                    1997                     1998
                                                                                    ----                     ----
ASSETS                                                                                                    (UNAUDITED)
<S>                                                                              <C>                      <C>
Current assets:
  Cash and cash equivalents                                                      $ 5,697,156              $ 5,285,311
  Accounts and other receivables                                                     712,906                  395,679
  Prepaid expenses and deposits                                                      272,917                  144,492
                                                                                  ----------                ---------
Total current assets                                                               6,682,979                5,825,482
Property and equipment, net                                                          446,861                  551,606
Deferred compensation trust                                                          229,405                  229,405
                                                                                   ---------                ---------
                                                                                 $ 7,359,245              $ 6,606,493
                                                                                 ===========              ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses                                          $   531,345              $   288,701
  Deferred research and development revenue                                          554,152                  553,311
                                                                                    --------                  -------
Total current liabilities                                                          1,085,497                  842,012
Deferred gain on equipment                                                           106,983                   91,700
Deferred compensation                                                                229,405                  229,405
Excess of fair value over cost of net assets acquired, net
 of accumulated amortization of $181,180 and $195,298                                101,173                   87,055
Other                                                                                 19,647                    6,861

Commitments and contingencies

Stockholders' equity:
  Preferred stock, $.01 par value; 5,000,000 shares
   authorized; none outstanding                                                            -                        -
  Common stock, $.01 par value; 95,000,000 shares
   authorized; 22,480,304 and 22,188,641
   shares issued and outstanding                                                     224,803                  221,886
  Additional paid-in capital                                                      17,752,839               17,755,756
  Deficit accumulated during the development stage                               (12,161,102)             (12,628,182)
                                                                                  ----------               ---------- 
Total stockholders' equity                                                         5,816,540                5,349,460
                                                                                  ----------                ---------
                                                                                 $ 7,359,245              $ 6,606,493
                                                                                 ===========              ===========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                        3

<PAGE>   4

                              Antex Biologics Inc.
                        (a development stage enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                           THREE MONTHS
                                                                                           ENDED JUNE 30
                                                                                           -------------

                                                                                 1997                       1998
                                                                                 ----                       ----
<S>                                                                           <C>                        <C>
Revenues                                                                      $   903,629                $ 1,166,254
                                                                              -----------                -----------

Expenses:
   Research and development                                                       700,253                  1,161,640
   General and administrative                                                     313,411                    275,245
                                                                                 --------                   --------
Total expenses                                                                  1,013,664                  1,436,885
                                                                              -----------                -----------

Loss from operations                                                             (110,035)                  (270,631)

Interest income                                                                    73,351                     64,561
                                                                              -----------                -----------

Net loss                                                                      $   (36,684)               $  (206,070)
                                                                              ===========                =========== 

Net loss per share, basic and diluted                                                $  -                      $(.01)
                                                                                     ====                      ===== 

Weighted average shares oustanding,
    basic and diluted                                                          22,188,016                 22,188,641
                                                                               ==========                 ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                        4

<PAGE>   5

                              Antex Biologics Inc.
                        (a development stage enterprise)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    SIX MONTHS
                                                                  ENDED JUNE 30                          AUGUST 3,
                                                                  -------------                             1991
                                                                                                        (INCEPTION)
                                                          1997                    1998                       TO
                                                          ----                    ----                 JUNE 30, 1998
                                                                                                       -------------

<S>                                                    <C>                     <C>                      <C>
Revenues                                               $ 2,200,477             $ 2,245,749              $ 11,700,647
                                                       -----------             -----------              ------------

Expenses:
   Research and development                              1,675,866               2,205,558                15,464,309
   General and administrative                              897,111                 639,871                 9,237,929
                                                         ---------               ---------                 ---------
Total expenses                                           2,572,977               2,845,429                24,702,238
                                                         ---------               ---------                ----------

Loss from operations                                      (372,500)               (599,680)              (13,001,591)

Other income (expense):
   Interest income                                         159,682                 132,600                 1,081,766
   Interest expense                                        (10,123)                      -                  (708,357)
                                                        -----------              ---------               ----------- 

Net loss                                               $  (222,941)            $  (467,080)             $(12,628,182)
                                                       ============            ============             ============ 

Net loss per share,
   basic and diluted                                         $(.01)                  $(.02)
                                                             ======                  ======

Weighted average shares
   outstanding, basic and diluted                       22,188,016              22,188,641
                                                        ==========              ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                        5

<PAGE>   6

                              Antex Biologics Inc.
                        (a development stage enterprise)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                       SIX MONTHS
                                                                       ENDED JUNE 30                    AUGUST 3, 1991
                                                                   ---------------------                 (INCEPTION)
                                                                                                             TO
                                                                1997                 1998               JUNE 30, 1998
                                                                ----                 ----               -------------
<S>                                                         <C>                  <C>                    <C>
OPERATING ACTIVITIES
Net loss                                                    $  (222,941)         $  (467,080)           $(12,628,182)
Adjustments to reconcile net loss
   to net cash used in operating
   activities:

   Depreciation and amortization of
      property and equipment, net of
      amortization of deferred gain on
      sale/leaseback and equipment                               37,474               46,070                 242,935
   Amortization of deferred credits                             (26,904)             (26,904)               (368,864)
   Expense recorded on issuance of
     common stock and vesting of
     options                                                          -                    -                 531,134

   Changes in operating assets
      and liabilities:
      Accounts and other receivables                           (161,424)             317,227                (395,679)
      Prepaid expenses and deposits                             (88,234)             128,425                 (28,250)
      Accounts payable and accrued
          expenses                                                4,488             (242,644)               (143,879)
      Deferred research and development                          90,510                 (841)                522,745
      Due from affiliate                                              -                    -                 420,448 
                                                             -----------          -----------             -----------

Net cash used in operating activities                          (367,031)            (245,747)            (11,847,592)
                                                             -----------          -----------            ------------

INVESTING ACTIVITIES
Purchase of property and equipment                              (35,424)            (166,098)               (672,276)
Decrease in restricted cash                                     300,000                    -                       -
                                                               --------            ----------              ---------

Net cash provided by (used in) investing
   activities                                                   264,576             (166,098)               (672,272)
                                                              ---------            ----------               ---------
</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                     (Continued)


                                        6

<PAGE>   7

                              Antex Biologics Inc.
                        (a development stage enterprise)

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                          SIX MONTHS                                    
                                                         ENDED JUNE 30                   AUGUST 3, 1991
                                                   -------------------------              (INCEPTION)   
                                                                                               TO       
                                                   1997                 1998             JUNE 30, 1998 
                                                   ----                 ----             ------------- 
<S>                                            <C>                 <C>                   <C>

FINANCING ACTIVITIES
Net proceeds from sales of common stock
   and warrants and the exchange option        $          -         $            -        $ 11,606,170
Net proceeds from exercise of
   warrants and stock options                             -                      -           4,862,148
Proceeds from sale and leaseback
   agreement                                              -                      -           2,164,792
Principal repayments on sale and
   leaseback agreement                             (451,412)                     -          (2,164,792)
Proceeds from issuance of notes payable                   -                      -             500,000
Proceeds from sale of preferred stock                     -                      -             400,189
                                               ------------         --------------        ------------


Net cash provided by (used in)
   financing activities                            (451,412)                     -          17,368,507
                                               ------------         --------------        ------------

Net increase (decrease) in cash and
   cash equivalents                                (553,867)              (411,845)          4,848,639

Cash and cash equivalents at
   beginning of period                            6,918,836              5,697,156             436,672
                                               ------------         --------------        ------------

Cash and cash equivalents at
   end of period                               $  6,364,969         $    5,285,311        $  5,285,311
                                               ============         ==============        ============

SUPPLEMENTAL CASH FLOWS DISCLOSURES:

   Notes payable and accrued interest
      converted to preferred stock             $          -         $            -        $    509,109
                                               ============         ==============        ============

   Sale and leaseback of property and
      equipment                                $          -         $            -        $  2,099,175
                                               ============         ==============        ============
   Capitalized equipment                       $          -         $            -        $    152,832
                                               ============         ==============        ============
   Deferred compensation                       $          -         $            -        $    229,405
                                               ============         ==============        ============
   Interest paid                               $     10,123         $            -        $    699,248
                                               ============         ==============        ============
</TABLE>


The accompanying notes are an integral part of these financial statements.


                                       7
<PAGE>   8


                              Antex Biologics Inc.
                        (a development stage enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     FOR THE THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 1997 AND 1998
                                   (UNAUDITED)

1.      GENERAL

        Antex Biologics Inc. (the "Company") is a biopharmaceutical company
committed to improving health by developing new products to prevent and treat
infectious diseases and related disorders. With respect to its human bacterial
vaccine research and development, the Company currently has a strategic alliance
with SmithKline Beecham and technology license agreements with Pasteur Merieux
Connaught and the United States Navy.

        The Consolidated Balance Sheet as of June 30, 1998, and the Consolidated
Statements of Operations for the three-month and six-month periods ended June
30, 1997 and 1998 and for the period August 3, 1991 (inception) to June 30,
1998, and the Consolidated Statements of Cash Flows for the six-month periods
ended June 30, 1997 and 1998 and for the period August 3, 1991 (inception) to
June 30, 1998 have been prepared without audit. However, such financial
statements reflect all adjustments (consisting solely of normal recurring
adjustments) that are, in the opinion of management, necessary for a fair
presentation of the consolidated financial position of Antex Biologics Inc. and
its subsidiaries at June 30, 1998, and the consolidated results of their
operations and their cash flows for the periods referred to above.

        Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These financial statements should be
read in conjunction with the financial statements and notes thereto for the
fiscal year ended December 31, 1997 included in the Company's Annual Report on
Form 10-KSB.

        Certain reclassifications were made to the 1997 financial statements to
conform to the 1998 presentation.

        The results of operations for the period ended June 30, 1998 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 1998.

        Since inception, the Company's revenues have been generated solely in
support of its research and development activities and as of June 30, 1998, the
Company's research and products are not sufficiently developed to enable the
Company to generate sufficient revenues on an ongoing basis. As a result, the
Company is considered to be in the development stage.


                                        8
<PAGE>   9


2.      STRATEGIC ALLIANCE

        Effective March 1996, the Company executed definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline") which established a corporate joint venture, MicroCarb Human
Vaccines Inc.("MCHV"), to develop and commercialize human bacterial vaccines
utilizing the Company's proprietary technologies. The agreements provide for the
following: a payment of $3,000,000 to the Company in connection with
SmithKline's acquisition of a 26.25% equity interest in MCHV; payments totalling
$2,400,000 and $2,600,000 to the Company to fund research and development for
the first and second years, respectively, with SmithKline having the option to
fund future years; an option granted to SmithKline, expiring October 1, 1998, to
acquire from the Company an additional equity interest in MCHV; an exchange
option granted by the Company to SmithKline enabling SmithKline to convert its
equity interest in MCHV for up to 4,793,685 shares of the Company's common
stock, under specified conditions; and a warrant granted by the Company to
SmithKline currently enabling SmithKline to acquire up to 5,761,978 shares of
the Company's common stock, under specified conditions, and only to the extent
that stipulated options and warrants previously granted and outstanding as of
the date of the establishment of the strategic alliance are exercised. The
agreements also provide for SmithKline to make milestone payments and pay
royalties to MCHV; and for SmithKline to reimburse the Company for expenses the
Company incurs for agreed upon production of vaccine material for clinical
trials, the conduct of agreed upon clinical trials, and the agreed upon
prosecution and maintenance of the Company's patents and patent applications. As
further stipulated in the agreements, SmithKline will be responsible for
conducting additional clinical trials, manufacturing, and sales and
distribution.

        Revenue related to the human bacterial vaccine research and development
provided in connection with the strategic alliance has been recognized to the
extent of actual expenses incurred. Amounts received but unearned have been
deferred. Additional expenses that qualify as reimbursables due from SmithKline
pursuant to the provisions of the agreements, have been recognized as revenue.

        For the three months and six months ended June 30, 1998, the Company
recognized revenue related to human bacterial vaccine research and development
and qualifying reimbursable expenses of $1,116,190 and $2,086,717, respectively.
For the three months and six months ended June 30, 1997, revenue of $775,642 and
$1,989,004, respectively, was recognized.

3.      EARNINGS PER SHARE

        In 1997, the Company adopted Statement of Financial Accounting Standards
No. 128 ("SFAS 128"), Earnings per Share. Basic earnings per share is computed
by dividing net income (loss) available to common shareholders by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding after
giving effect to all dilutive potential common


                                       9
<PAGE>   10


shares that were outstanding during the period. The Company did not have any
dilutive potential common shares during the three-month and six-month periods
ended June 30, 1997 and 1998. Earnings per share for the three-month and
six-month periods ended June 30, 1997 did not require restatement to conform to
SFAS 128.

4.      REVERSE STOCK SPLIT

        On June 9, 1998, the stockholders approved resolutions authorizing the
Board of Directors, at its discretion, to effect by amendment of the Certificate
of Incorporation, prior to the next Annual Shareholders Meeting, a reverse stock
split in the range of one-for-four to one-for-ten. The following table presents
the pro-forma effect that a reverse stock split would have on loss per share for
the quarters and six-month periods ended June 30, 1997 and 1998:

<TABLE>
<CAPTION>
                                                                        Prior to                         After
                                                                   Reverse Stock Split            Reverse Stock Split
                                                                   -------------------            -------------------
                                                                                                  1 for 10    1 for 4
                                                                                                  --------    -------
<S>                                                                <C>                            <C>
Net loss for the quarter ended
  June 30, 1997                                                          $36,684                        $36,684
Net loss per share for the quarter ended
  June 30, 1997                                                            $--                      $.02       $.01

Net loss for the quarter ended
  June 30, 1998                                                         $206,070                        $206,070
Net loss per share for the quarter ended
  June 30, 1998                                                           $.01                      $.09       $.04


Net loss for the six months ended
  June 30, 1997                                                         $222,941                        $222,941
Net loss per share for the six months
  ended June 30, 1997                                                     $.01                      $.10       $.04

Net loss for the six months ended
  June 30, 1998                                                         $467,080                        $467,080
Net loss per share for the six months
  ended June 30, 1998                                                     $.02                      $.21       $.08
</TABLE>


5.      COMPREHENSIVE INCOME

        Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income ("SFAS 130"). SFAS
130 requires additional reporting requirements with respect to certain changes
in assets and liabilities that previously were not to be reported as results of
operations for the period. For the three-month and six-month periods ended June
30, 1997 and 1998, the Company did not have any components of comprehensive
income.


                                       10

<PAGE>   11


6.      NEW ACCOUNTING STANDARDS

        The Financial Accounting Standards Board has issued two new standards.
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
about Segments of an Enterprise and Related Information, which became effective
for years beginning after December 15, 1997, requires financial and descriptive
information with respect to "operating segments" of an entity based on the way
management disaggregates the entity for making internal operating decisions. The
Company will begin making the disclosures required by SFAS 131 with financial
statements for the year ending December 31, 1998.

        SFAS 133, Accounting for Derivative Instruments and Hedging Activities,
which becomes effective for years beginning after June 15, 1999, requires that
every derivative instrument be recorded in the balance sheet as either as asset
or liability measured at its fair value. The statement requires that changes in
the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met. The Company believes that the effect of adoption of
SFAS 133 will not be material.


ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS

        The Company commenced operations in 1991.

        In 1996, the Company executed definitive agreements with SmithKline
which established MCHV to develop and commercialize human bacterial vaccines
utilizing the Company's proprietary technologies (see Note 2 to the unaudited
financial statements).

        The strategic alliance with SmithKline is consistent with one aspect of
the Company's overall strategy which, since its inception, has been to establish
strategic partnerships and to focus on researching technologies with the goal of
developing new products to prevent and treat infectious diseases and related
disorders. The Company is operating as a development stage enterprise.

RESULTS OF OPERATIONS

        Revenues for the second quarter of 1998 totalled $1,166,254 and include
the recognition of human bacterial vaccine research and development support of
$807,631 and reimbursable expenses incurred of $308,559 pursuant to the
strategic alliance with SmithKline. The Company also earned $50,064 from a Small
Business Innovation Research ("SBIR") grant. Revenues for the six months ended
June 30, 1998 totalled $2,245,749 and consisted of $1,587,641 of human bacterial
vaccine research and development support and reimbursable expenses incurred of
$499,076 in connection with the strategic alliance, and $159,032 from a SBIR
grant.

        Revenues for the second quarter of 1997 totalled $903,629 and included
human bacterial vaccine research and development support of $630,556 and
reimbursable expenses


                                       11
<PAGE>   12


incurred of $145,086 pursuant to the strategic alliance with SmithKline. The
Company also earned $127,987 from SBIR grants. Revenues for the six months ended
June 30, 1997 totalled $2,200,477 and consisted of human bacterial vaccine
research and development support of $1,237,240, reimbursable expenses incurred
of $751,764, and grant revenue of $211,473.

        Research and development expenses increased $461,387, or 65.9%, to
$1,161,640 for the second quarter of 1998 in comparison to $700,253 for the
comparable period in 1997, and increased $529,692, or 31.6%, to $2,205,558 for
the six months ended June 30, 1998 in comparison to $1,675,866 for the six
months ended June 30, 1997. The increase for the six-month period is
attributable to increased expenditures, including the cost of additional
personnel, resulting directly from the increase in activities related to the
strategic alliance with SmithKline and to the field of therapeutics. The
increase in the second quarter of 1998 is due also to clinical trial costs
incurred that are reimbursable by SmithKline.

        General and administrative expenses decreased $38,166, or 12.2%, to
$275,245 for the second quarter of 1998 in comparison to $313,411 for the
comparable period in 1997, and decreased $257,240, or 28.7%, to $639,871 for the
six months ended June 30, 1998 in comparison to $897,111 for the six months
ended June 30, 1997. The decreases are attributable primarily to the
nonrecurrence of the fees incurred in 1997 in connection with overseas patent
application filings.

        The decreases in interest income in the second quarter and first six
months of 1998 in comparison to the comparable periods in 1997 reflect the
decrease in cash available for investing.

LIQUIDITY AND CAPITAL RESOURCES

        In connection with the Company's strategic alliance with SmithKline, the
Company received $2,600,000 of annual funding for research and development of
human bacterial vaccines in 1997. In addition, the Company is reimbursed by
SmithKline for expenses that it incurs in connection with the agreed upon
production of vaccine material for clinical trials, the conduct of agreed upon
clinical trials, and the agreed upon prosecution and maintenance of the
Company's patents and patent applications.

        As a development stage company, the Company's operating activities have
been limited primarily to research and development involving its proprietary
technologies, and accordingly, have generated limited revenues. The Company is
scheduled to receive approximately $3,200,000 in 1998 in research and
development payments from SmithKline covering the period March 1, 1998 to
February 28, 1999, of which $1,586,800 had been received as of June 30, 1998.
Additionally, the costs incurred by the Company associated with the conduct of
an ongoing Phase I clinical trial for Helicobacter pylori and agreed upon
clinical trials for Campylobacter jejuni, the agreed upon production of vaccine
material, and the prosecution of the Company's patents and patent applications
are reimbursable by SmithKline. SmithKline's option to increase its ownership in
MCHV, at a cost of


                                       12
<PAGE>   13


$1,000,000, expires on October 1, 1998. The Company is also scheduled to receive
a milestone payment from Pasteur Merieux Connaught of $500,000 in December 1998.

        During 1998, MCHV continued to assess to which human bacterial vaccine
research projects resources will be allocated. The Company anticipates that its
research and development expenses related to human bacterial vaccines will
continue to be substantial for the foreseeable future and anticipates that
sufficient funding will be provided through the strategic alliance with
SmithKline. The Company is utilizing a portion of its available resources to
pursue other research and development activities in the field of therapeutics.
To fund these research and development activities and general and administrative
expenses, the Company will be required to rely on its current assets and future
financings.

        For 1998, the Company currently anticipates that it will increase its
total employees and contract personnel by approximately three from a 1997 year
end total of 30.

        The Company currently is in discussions regarding an extension of its
facility lease and an expansion of its existing space. Financing for the
expansion and any related renovations would be provided by the landlord. It is
anticipated that funds required in excess of the amount provided by the landlord
will be obtained through equipment financing and/or by utilizing the current
assets of the Company.

        In order to fully fund its future operations, the Company will continue
to seek additional financing. The Company has no lines of credit. In seeking
additional funding, the Company continues to examine a range of possible
transactions, including: additional strategic alliances; possible increases in
research and development funding by SmithKline; and the exercise by SmithKline
of its warrant to the extent that it becomes exercisable. Additional public
offerings and private placements, and the filing of additional applications for
SBIR grants are also possible sources of funds. However, there is no assurance
that additional funds will be available from these or any other sources or, if
available, that the terms on which such funds can be obtained will be acceptable
to the Company.

NEW ACCOUNTING STANDARDS

        The Financial Accounting Standards Board has issued two new standards.
Statement of Financial Accounting Standards No. 131 ("SFAS 131"), Disclosures
about Segments of an Enterprise and Related Information, which became effective
for years beginning after December 15, 1997, requires financial and descriptive
information with respect to "operating segments" of an entity based on the way
management disaggregates the entity for making internal operating decisions. The
Company will begin making the disclosures required by SFAS 131 with financial
statements for the year ending December 31, 1998.

        SFAS 133, Accounting for Derivative Instruments and Hedging Activities,
which becomes effective for years beginning after June 15, 1999, requires that
every derivative instrument be recorded in the balance sheet as either as asset
or liability measured at its fair value. The statement requires that changes in
the derivative's fair value be recognized in earnings


                                       13
<PAGE>   14


unless specific hedge accounting criteria are met. The Company believes that the
effect of adoption of SFAS 133 will not be material.

YEAR 2000 DISCLOSURE

        The Company has analyzed its computer systems and related applications
to assess the expected impact of the Year 2000 date recognition issue on these
systems and applications. Management does not anticipate that the costs
associated with the Year 2000 issue will have a material adverse affect on the
financial condition or results of operations of the Company.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

        Statements contained herein that are not historical facts may be
forward-looking statements that are subject to a variety of risks and
uncertainties. There are a number of important factors that could cause actual
results to differ materially from those expressed in any forward-looking
statements made by the Company. These factors include, but are not limited to:
(i) Company's ability to successfully complete product research and development,
including preclinical and clinical studies and commercialization; (ii) the
Company's ability to obtain required governmental approvals; (iii) the Company's
ability to attract and/or maintain manufacturing, sales, distribution and
marketing partners; and (iv) the Company's ability to develop and commercialize
its products before its competitors.


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

        On June 9, 1998, the Company held its Annual Meeting of Stockholders.
Three matters were voted on at the meeting:

        1.      Election to the Board of Directors of the Company's nominees:

                                  Charles J. Coulter          V. M. Esposito
                                  ------------------          --------------
                For                   18,480,412                18,541,909
                Against                  578,757                   517,260

                The directors not elected at the Annual Meeting whose tenure
                continued after the Annual Meeting are:

                Bruce E. Elmblad and Donald G. Stark

        2.      Approval of Amendment to Certificate of Incorporation
                authorizing the Board of Directors to effect a reverse stock
                split within a range of one-to-four to one-to-ten:

                For                   16,038,582
                Against                2,923,687
                Abstain                   96,900


                                       14

<PAGE>   15


        3.      Ratification of PricewaterhouseCoopers LLP as the Company's
                Independent Accountants:

                For                   18,692,979
                Against                  304,490
                Abstain                   61,700


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

Exhibit
No.                                  Description
-------                              -----------

 10.4    Employment Agreement dated as of May 1, 1998 by and between the Company
         and Gregory C. Zakarian

 27.1    Financial Data Schedule

REPORTS ON FORM 8-K

None


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<PAGE>   16


                                   SIGNATURES

        In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




                                                   ANTEX BIOLOGICS INC.
                                           -------------------------------------
                                                       (Registrant)

Date: August 12, 1998                      /s/V. M. Esposito
                                           -------------------------------------
                                           V. M. Esposito, President and
                                           Chief Executive Officer
                                           (Principal Executive Officer)

Date: August 12, 1998                      /s/Gregory C. Zakarian
                                           -------------------------------------
                                           Gregory C. Zakarian, Vice President,
                                           and Chief Financial Officer
                                           (Principal Financial Officer and
                                           Principal Accounting Officer)






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