<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, 1997

[ ]      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.

22,479,679 shares of Antex Biologics Inc. common stock, $.01 par value, were
----------------------------------------------------------------------------
outstanding as of July 25, 1997.
--------------------------------

Transitional Small Business Disclosure Format (check one):

Yes              No  X  
    -----          -----
<PAGE>   2
                              ANTEX BIOLOGICS INC.

                                  FORM 10-QSB

                          QUARTER ENDED JUNE 30, 1997

                                     INDEX


<TABLE>
<CAPTION>
Part I.  Financial Information                                                                           Page No.
                                                                                                          -------
<S>                                                                                                         <C>
    Item 1.  Financial Statements                                                                         
                                                                                                          
             Consolidated Balance Sheets at December 31, 1996 and                                         
             June 30, 1997 (Unaudited)                                                                          3
                                                                                                          
             Consolidated Statements of Operations (Unaudited) for the                                    
             three months ended June 30, 1996 and 1997                                                          4
                                                                                                          
             Consolidated Statements of Operations (Unaudited) for the                                    
             six months ended June 30, 1996 and 1997 and the period                                       
             August 3, 1991 (inception) to June 30, 1997                                                        5
                                                                                                          
             Consolidated Statements of Cash Flows (Unaudited) for the                                    
             six months ended June 30, 1996 and 1997 and                                                  
             the period August 3, 1991 (inception) to June 30, 1997                                           6-7
                                                                                                          
             Notes to Consolidated Financial Statements                                                       8-9
                                                                                                          
    Item 2.  Management's Discussion and Analysis                                                           10-12
                                                                                                          
                                                                                                          
Part II. Other Information                                                                            
                                                                                                          
    Item 4.  Submission of Matters to a Vote of Security Holders                                               13
                                                                                                          
    Item 6.  Exhibits and Reports on Form 8-K                                                                  14
                                                                                                          
                                                                                                          
Signatures                                                                                                     15
                                                                                                          
Exhibits                                                                                                    16-17
</TABLE>
        




                                       2
<PAGE>   3
                              Antex Biologics Inc.
                        (a development stage enterprise)

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                  DECEMBER 31,              JUNE 30,
                                                                                      1996                    1997
                                                                                      ----                    ----
                                                                                                           (UNAUDITED)
 <S>                                                                              <C>                      <C>
 ASSETS
 Current assets:
   Cash and cash equivalents                                                      $ 6,918,836              $ 6,364,969
   Restricted cash                                                                    300,000                        -
   Accounts and other receivables                                                      95,668                  257,092
   Prepaid expenses and deposits                                                      247,717                  487,618
                                                                                   ----------                ---------
 Total current assets                                                               7,562,221                7,109,679
 Property and equipment, net                                                          537,113                  185,206
 Prepaid expenses                                                                     151,667                        -
 Deferred compensation trust                                                          191,189                  191,189
                                                                                    ---------                ---------
                                                                                  $ 8,442,190              $ 7,486,074
                                                                                  ===========              ===========

 LIABILITIES AND STOCKHOLDERS' EQUITY
 Current liabilities:
   Accounts payable and accrued expenses                                          $   272,119              $   276,607
   Deferred research and development revenue                                          744,198                  834,708
   Deferred gain on sale and leaseback                                                349,857                        -
   Obligation under capitalized lease                                                 451,412                        -  
                                                                                    ---------              -----------  
 Total current liabilities                                                          1,817,586                1,111,315
 Deferred compensation                                                                191,189                  191,189
 Excess of fair value over cost of net assets acquired, net of
   accumulated amortization of $152,944 and $167,062                                  129,409                  115,291
 Other                                                                                 45,219                   32,433

 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; 22,479,679 shares issued and
    outstanding                                                                       224,797                  224,797
   Additional paid-in capital                                                      17,752,416               17,752,416
   Deficit accumulated during the development stage                               (11,718,426)             (11,941,367)
                                                                                   ----------               ---------- 
 Total stockholders' equity                                                         6,258,787                6,035,846
                                                                                   ----------                ---------
                                                                                  $ 8,442,190              $ 7,486,074
                                                                                  ===========              ===========
</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
                                                                -------------
                                         
                                                       1996                       1997
                                                       ----                       ----
   <S>                                              <C>                        <C>
   Revenues                                         $ 2,244,472                $   903,629
                                                    -----------                -----------
                                         
   Expenses:                             
      Research and development                          552,669                    700,253
      General and administrative                        396,237                    313,411
                                                       --------                   --------
   Total expenses                                       948,906                  1,013,664
                                                       --------                -----------
                                         
   Income (loss) from operations                      1,295,566                   (110,035)
                                         
   Other income (expense):               
      Interest income                                    33,392                     73,351
      Interest expense                                  (30,836)                         -
                                                        -------                   --------
                                         
   Net income (loss)                                $ 1,298,122                 $  (36,684)
                                                    ===========                 ========== 
                                         
   Net income (loss) per share                             $.05                       $  -
                                                           ====                       ====
                                         
   Shares and common share               
       equivalents used in per share     
       calculations                                  24,613,008                 22,188,016
                                                     ==========                 ==========
</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                               AUGUST 3,
                                                                 ENDED JUNE 30                               1991
                                                                 -------------                            (INCEPTION)
                                                                                                               TO      
                                                          1996                      1997                 JUNE 30, 1997
                                                          ----                      ----                 -------------
  <S>                                                    <C>                     <C>                      <C>
  Revenues                                               $ 2,474,423             $ 2,200,477               $ 6,899,663
                                                         -----------             -----------               -----------

  Expenses:
     Research and development                              1,050,749               1,675,866                11,075,501
     General and administrative                              635,557                 897,111                 7,851,980
                                                           ---------               ---------                 ---------
  Total expenses                                           1,686,306               2,572,977                18,927,481
                                                           ---------               ---------                ----------

  Income (loss) from operations                              788,117                (372,500)              (12,027,818)

  Other income (expense):
     Interest income                                          50,272                 159,682                   794,808
     Interest expense                                        (69,598)                (10,123)                 (708,357)
                                                          -----------             -----------              ----------- 

  Net income (loss)                                      $   768,791             $  (222,941)             $(11,941,367)
                                                         ===========             ============             ============ 

  Net income (loss) per share                                   $.04                   $(.01)
                                                                ====                   ======

  Shares and common share
     equivalents used in per share
     calculations                                         23,208,587              22,188,016
                                                          ==========              ==========
</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                        AUGUST 3, 1991
                                                                        ENDED JUNE 30                      (INCEPTION)
                                                                   ---------------------                        TO
                                                                  1996                 1997               JUNE 30, 1997
                                                                  ----                 ----               -------------
   <S>                                                         <C>                  <C>                    <C>
   OPERATING ACTIVITIES
   Net income (loss)                                            $  768,791          $  (222,941)           $(11,941,367)
   Adjustments to reconcile net income
      (loss) to net cash provided by
      (used in) operating activities:

      Depreciation and amortization of
         property and equipment, net of
         amortization of deferred gain on
         sale/leaseback                                             18,602               37,474                 153,651
      Amortization of deferred credits                             (26,904)             (26,904)               (315,057)
      Expense recorded on issuance of
        common stock and vesting of
        options                                                          -                    -                 531,134

      Changes in operating assets
         and liabilities:
         Accounts and other receivables                             13,902             (161,424)               (257,092)
         Prepaid expenses and deposits                            (203,736)             (88,234)               (371,376)
         Accounts payable and accrued
             expenses                                               41,529                4,488                (155,973)
         Deferred research and development                       1,720,783               90,510                 834,708
         Deferred option payment                                  (250,000)                   -                       -
         Due from BioCarb AB                                             -                    -                 420,448 
                                                                -----------          -----------             -----------
   Net cash provided by (used in)                                                                    
      operating activities                                       2,082,967             (367,031)            (11,100,924)
                                                                 ----------          -----------            ------------

   INVESTING ACTIVITIES
   Purchase of property and equipment                              (64,815)             (35,424)               (338,857)
   Decrease in restricted cash                                           -              300,000                       -
                                                                 ----------            ---------              ----------

   Net cash provided by (used in) investing
     activities                                                    (64,815)             264,576                (338,857)
                                                                 ----------           ----------               ---------
</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                    AUGUST 3, 1991
                                                                         ENDED JUNE 30                  (INCEPTION)
                                                                    ---------------------                   TO     
                                                                     1996             1997             JUNE 30, 1997
                                                                     ----             ----             -------------
    <S>                                                          <C>                <C>                  <C>
    FINANCING ACTIVITIES                                                                          
    Net proceeds from sales of common stock and                                                   
       warrants and the exchange option                          $1,006,283         $         -          $11,606,170
    Net proceeds from exercise of                                                                 
       warrants and stock options                                 1,714,393                   -            4,861,719
    Proceeds from sale and leaseback                                                              
       agreement                                                          -                   -            2,164,792
    Principal repayments on sale and                                                              
       leaseback agreement                                         (290,147)           (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                                       2,430,529            (451,412)          17,368,078
                                                                 ----------         -----------          -----------
                                                                                                  
    Net increase (decrease) in cash and                                                           
       cash equivalents                                           4,448,681            (553,867)           5,928,297
                                                                                                  
    Cash and cash equivalents at                                                                  
       beginning of period                                          903,951           6,918,836              436,672
                                                                  ---------          ----------           ----------
                                                                                                  
    Cash and cash equivalents at                                                                  
       end of period                                             $5,352,632          $6,364,969           $6,364,969
                                                                 ==========          ==========           ==========
                                                                                                  
    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
                                                                 ==========          ==========           ==========
       Dererred compensation                                     $        -          $        -           $  191,189
                                                                 ==========          ==========           ==========
       Interest paid                                             $   69,598          $   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, 1996 AND 1997
                                  (UNAUDITED)

1.    GENERAL

      The Company commenced operations on August 3, 1991 and has been in the
development stage since its formation.  The Company's strategy has been to
focus on two primary proprietary platform technologies with the goal of
developing new products to prevent and treat infectious diseases and their
related disorders.

      The Consolidated Balance Sheet as of June 30, 1997, and the
Consolidated Statements of Operations for the three-month and six-month periods
ended June 30, 1996 and 1997 and for the period August 3, 1991 (inception) to
June 30, 1997, and the Consolidated Statements of Cash Flows for the six-month
periods ended June 30, 1996 and 1997 and for the period August 3, 1991
(inception) to June 30, 1997 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 subsidiary at June 30, 1997, 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, 1996 included in the Company's Annual Report on
Form 10-KSB.

      Certain reclassifications were made to the 1996 financial statements to
conform to the 1997 presentation.

      The results of operations for the period ended June 30, 1997 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 1997.

2.    STRATEGIC ALLIANCE

      On May 7, 1996, the Company executed definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline"), effective March 1, 1996, 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; a payment of $2,400,000 to the Company to fund
research and development for the first year; additional committed research and





                                       8
<PAGE>   9
development funding of $2,600,000 through February 28, 1998 with SmithKline
having the option to fund future years; two separate options granted to
SmithKline expiring October 1, 1997 and 1998, respectively, to acquire from the
Company additional equity interests 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 enabling
SmithKline to acquire up to 7,682,637 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 the MCHV; and for
SmithKline to reimburse the Company for expenses the Company incurs for agreed
upon production lots of vaccines 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 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, 1997, the Company
recognized revenue related to human bacterial vaccine research and development
and qualifying reimbursable expenses of $775,642 and $1,989,004, respectively.
For the three months and six months ended June 30, 1996, revenue related to the
strategic alliance of $2,244,472 and $2,474,423, respectively, was recognized.

3.    PROPERTY AND EQUIPMENT

      Effective February 28, 1997, the Company prepaid the remaining
outstanding principal balance arising from the sale and leaseback agreement
entered into in August 1993 and reacquired the related assets.

4.    EARNINGS PER SHARE

      In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per
Share, effective for financial statements for both interim and annual periods
ending after December 15, 1997.  SFAS 128 replaces the existing presentation
and calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share.  The adoption of SFAS 128 is not expected to have a
material effect on the Company's earnings per share.





                                       9
<PAGE>   10
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS

      The Company commenced operations in August 1991.

      On May 7, 1996, the Company executed definitive agreements with
SmithKline Beecham Corporation and SmithKline Beecham Biologicals Manufacturing
s.a. ("SmithKline"), effective March 1, 1996, which established a corporate
joint venture, MicroCarb Human Vaccines Inc. ("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 their related disorders.  The Company is operating as a development stage
enterprise.

RESULTS OF OPERATIONS

      Revenues for the second quarter of 1997 include human bacterial vaccine
research and development support of $630,556 and reimbursable expenses incurred
of $145,086, pursuant to the strategic alliance with SmithKline.  The Company
also earned $127,987 from Small Business Innovation Research grants.  Revenues
for the six months ended June 30, 1997 totalled $2,200,477 consisting of human
bacterial vaccine research and development support of $1,237,240, reimbursable
expenses incurred of $751,764, and grant revenue of $211,473.

      Revenues for the second quarter of 1996 included the payment received of
$1,669,752 from the sale of the equity interest in the joint venture to
SmithKline, human bacterial vaccine research and development support of
$532,878, and reimbursable expenses incurred of $41,842.  Revenues for the six
months ended June 30, 1996 also included human bacterial vaccine research and
development for the month of March 1996, the first month of the strategic
alliance, and related reimbursable expenses totalling $229,951.

      In the second quarter and first six months of 1997, research and
development expenses increased 26.7% and 59.5%, respectively, in comparison to
the comparable periods in 1996.  These increases are due to costs incurred in
the conducting of clinical trials, and to increased efforts and expenditures
for additional personnel resulting directly from the increase in activities
attributable to the strategic alliance with SmithKline.

      General and administrative expenses decreased 20.9% in the second quarter
of 1997 and increased 41.1% for the first six months of 1997 in comparison to
the comparable periods in 1996.  The overall increase is attributable primarily
to the fees incurred in connection with overseas patent application filings,
such fees being reimbursable to the Company pursuant to the provisions of the
strategic alliance with SmithKline, and to increases in general legal fees and
public relations activities.  These increases were offset





                                       10
<PAGE>   11
in part by the decrease resulting from the nonrecurring bonuses awarded to the
executive officers in the second quarter of 1996.

      The increase in interest income in the second quarter and first six
months of 1997 reflect the improved cash position of the Company in comparison
to the comparable periods in 1996.

      In February 1997, the Company paid off the remaining balance of the
obligation arising from the sale/leaseback agreement, thereby eliminating
future interest payments.

      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 alliance entered into with SmithKline.  To fund other research and
development activities and general and administrative expenses, the Company
will be required to rely on its current assets and future financings.

LIQUIDITY AND CAPITAL RESOURCES

      In connection with the Company's entry into the strategic alliance with
SmithKline, in 1996 the Company received $3,000,000 from the sale to SmithKline
of a 26.25% equity interest in MCHV, and $2,400,000, representing the first
year's funding for research and development of human bacterial vaccines.  In
addition, the Company is reimbursed for expenses that it incurs in connection
with the agreed upon production of lots of vaccines 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 result of exercises and following a notice of redemption by the
Company, all of the Company's outstanding Class B warrants were exercised in
1996, resulting in gross proceeds of $5,072,000.  Fees associated with the
exercise of the warrants were approximately $211,000.

      During 1997, MCHV will continue to assess to which human bacterial
vaccine research projects resources will be allocated.  The Company currently
plans to utilize a portion of its available resources to pursue research and
development activities with the goal of researching therapeutics and evaluating
non-human vaccine applications.

      For 1997, the Company currently anticipates that it will increase its
total personnel by a minimum of five from a 1996 year end total of 20.

      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
currently scheduled to receive approximately $2,600,000 in 1997 in research and
development payments from SmithKline covering the period March 1, 1997 to
February 28, 1998, of which $1,300,000 has been received through June 30, 1997.
Additionally, the costs incurred by the Company associated with the conduct of
a Phase II clinical trial for Campylobacter jejuni and a Phase





                                       11
<PAGE>   12
I clinical trial for Helicobacter pylori, the production of vaccine lots, and
the prosecution of the Company's patents and patent applications are
reimbursable by SmithKline.  SmithKline's first option to increase its
ownership in MCHV, at a cost of $1,000,000, expires on October 1, 1997.
Research currently being performed by the Company under a Phase II Small
Business Innovation Research grant from the National Institutes of Health
pertaining to the Company's vaccine for Chlamydia trachomatis, is anticipated
to generate approximately $315,000 in payments in 1997.  The Company is also
scheduled to receive a milestone payment from Pasteur Merieux Connaught of
$150,000 in 1997.

      In order to fully fund its operations over the longer term, the Company
will continue to seek additional financing.  The Company has no lines of
credit.  In seeking additional funding, the Company is examining a range of
possible transactions, including:  additional strategic alliances; the exercise
of the unit purchase option issued to the Placement Agent in connection with
the 1995 private placement; possible increases in research and development
funding by SmithKline; the exercise by SmithKline of its second option to
increase its equity in MCHV; and the exercise by SmithKline of its warrant to
the extent that it becomes exercisable.  In the case of the unit purchase
option, it is anticipated that exercises will only occur when the market price
of the common stock sustains a level such that their exercise is economically
justified.  Additional public offerings and private placements, and the filing
of additional applications for Small Business Innovation Research 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, as to
the terms on which such funds can be obtained.

ENVIRONMENTAL MATTERS

      The Company has been identified as a potentially responsible party by the
United States Environmental Protection Agency ("EPA") for a site cleanup in
Denver, Colorado, where the Company sent hazardous materials through a
contractor for disposal.  The EPA contacted approximately 800 potentially
responsible parties requesting additional information and listing manifests
which evidence shipments of each individual company's waste to the site.  Due
to the number of parties involved, the multiplicity of possible solutions, the
evolving technology and the years of remedial activity required, the Company is
unable to assess and quantify the extent of its total responsibility at the
site.  The liability for future remediation costs has been evaluated.
Management believes that any ultimate liability will not materially affect the
financial statements of the Company





                                       12
<PAGE>   13
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      On April 18, 1997, the Company held its Annual Meeting of Stockholders.
Five matters were voted on at the meeting:

      1.   Election to the Board of Directors of the Company's nominee - Mr.
           Donald G. Stark:

           For                            17,463,862
           Against                            59,671

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

           Charles J. Coulter, Bruce E. Elmblad and V. M. Esposito

      2.   Approval of Amendment to Certificate of Incorporation:

           For                            16,444,752
           Against                         1,015,581
           Abstain                            63,200

      3.   Approval of Amendments to Antex Biologics Inc. Amended and Restated
           Stock Option Plan:

           For                             5,609,248
           Against                         1,313,321
           Abstain                            80,270
           Broker Non-Votes               10,520,694

      4.   Approval of Amendments to Antex Biologics Inc. 1992 Directors' Stock
           Option Plan:

           For                            12,694,482
           Against                         1,262,721
           Abstain                            89,170
           Broker Non-Votes                3,477,160

      5.   Ratification of Coopers & Lybrand L.L.P. as the Company's
           Independent Accountants:

           For                            17,447,762
           Against                            75,771





                                       13
<PAGE>   14
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

<TABLE>
<CAPTION>
 Exhibit
 No.                                                         Description
 -------                                                     -----------
  <S>      <C>                                                 
  11.1     Statement Re: Computation of Per Share Income (Loss) - Three Months Ended June 30, 1996 and 1997

  11.2     Statement Re: Computation of Per Share Income (Loss) - Six Months Ended June 30, 1996 and 1997

  27.1     Financial Data Schedule
</TABLE>


REPORTS ON FORM 8-K

None





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<PAGE>   15
                                   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: July 30, 1997                         /s/V. M. ESPOSITO              
                                          -------------------------------------
                                          V. M. Esposito, President and
                                          Chief Executive Officer
                                          (Principal Executive Officer)
                                    
Date: July 30, 1997                         /s/GREGORY C. ZAKARIAN         
                                          -------------------------------------
                                          Gregory C. Zakarian, Vice President,
                                          and Chief Financial Officer
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)
                                    




                                       15