<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 March 31, 1999

[ ]    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>
<CAPTION>

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

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

  25,863,726 shares of Antex Biologics Inc. common stock, $.01 par value, were
--------------------------------------------------------------------------------
outstanding as of April 30, 1999.
---------------------------------

Transitional Small Business Disclosure Format (check one):

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

<PAGE>   2






                              ANTEX BIOLOGICS INC.

                                  FORM 10-QSB

                          QUARTER ENDED MARCH 31, 1999

                                     INDEX

<TABLE>
<CAPTION>

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

                  Consolidated Balance Sheets at December 31, 1998 and
                  March 31, 1999 (Unaudited)                                                  3

                  Consolidated Statements of Operations (Unaudited) for the
                  three months ended March 31, 1998 and 1999 and the period
                  August 3, 1991 (inception) to March 31, 1999                                4

                  Consolidated Statements of Cash Flows (Unaudited) for the
                  three months ended March 31, 1998 and 1999 and
                  the period August 3, 1991 (inception) to March 31, 1999                   5-6

                  Notes to Consolidated Financial Statements                                7-9

     Item 2.      Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                9-13

Part II. Other Information

     Item 6.      Exhibits and Reports on Form 8-K                                           13


Signatures                                                                                   14

Exhibit
</TABLE>


                                       2


<PAGE>   3


                              Antex Biologics Inc.
                        (a development stage enterprise)

                          CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                      DECEMBER 31,                 MARCH 31,
                                                                          1998                       1999
                                                                          ----                       ----
                                                                                                  (UNAUDITED)
<S>                                                         <C>                         <C>
ASSETS
Current assets:
   Cash and cash equivalents                                          $ 4,856,479                 $ 4,005,849
   Accounts and other receivables                                          78,251                     128,841
   Prepaid expenses                                                        98,689                     136,930
   Deferred compensation trust                                            264,920                           -
                                                                        ---------                ------------
Total current assets                                                    5,298,339                   4,271,620
Property and equipment, net                                               665,442                     758,381
Restricted cash                                                           146,600                     146,600
Other                                                                      73,944                      73,944
                                                                        ---------                  ----------
                                                                      $ 6,184,325                 $ 5,250,545
                                                                      ===========                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses                              $   458,194                 $   358,340
   Deferred research and development revenue                              568,488                     516,256
   Deferred compensation                                                  264,920                           -
                                                                        ---------                ------------
Total current liabilities                                               1,291,602                     874,596
Deferred gain on equipment                                                107,994                     136,860
Excess of fair value over cost of net assets acquired, net
  of accumulated amortization of $209,416 and $216,475                     72,937                      65,878
Other                                                                       2,625                       2,625

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; 29,287,353 shares issued                                  292,874                     292,874
   Additional paid-in capital                                          20,694,942                  20,694,942
   Deficit accumulated during the development stage                   (14,994,789)                (15,533,370)
   Treasury stock - 3,423,627 shares                                   (1,283,860)                 (1,283,860)
                                                                       ----------                  ----------
 Total stockholders' equity                                             4,709,167                   4,170,586
                                                                       ----------                   ---------
                                                                      $ 6,184,325                 $ 5,250,545
                                                                      ===========                 ===========
</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                     AUGUST 3, 1991
                                                          ENDED MARCH 31                      (INCEPTION)
                                                          --------------                          TO
                                                 1998                      1999             MARCH 31, 1999
                                                 ----                      ----             --------------
<S>                                     <C>                       <C>                    <C>
Revenues                                     $ 1,079,495              $   921,068            $ 14,882,995
                                             -----------              -----------            ------------
Expenses:
    Research and development                   1,043,918                1,040,267              18,824,790
    General and administrative                   364,626                  464,578              10,419,829
                                              ----------                ---------              ----------
Total expenses                                 1,408,544                1,504,845              29,244,619
                                              ----------                ---------              ----------

Loss from operations                            (329,049)                (583,777)            (14,361,624)


Other income (expense):
    Interest income                               68,039                   45,196               1,248,425
    Cost of treasury shares in
      excess of fair value                             -                        -              (1,711,814)
    Interest expense                                   -                        -                (708,357)
                                               ---------                ---------             -----------

Net loss                                    $   (261,010)            $   (538,581)          $ (15,533,370)
                                            ============             ============            ============

Loss per share:
    Basic and diluted                             $ (.01)                  $ (.02)
                                                  ======                   ======

Weighted average shares
    outstanding:
    Basic and diluted                         22,188,641               25,863,726
                                              ==========               ==========
</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 CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>

                                                         THREE MONTHS                     AUGUST 3, 1991
                                                         ENDED MARCH 31                     (INCEPTION)
                                                         --------------                         TO
                                                      1998                 1999          MARCH 31, 1999
                                                      ----                 ----          --------------
<S>                                          <C>                     <C>                  <C>
OPERATING ACTIVITIES
Net loss                                           $(261,010)            $(538,581)           $ (15,533,370)
Adjustments to reconcile net
    loss to net cash used in
    development stage activities:


    Depreciation and amortization of
       property and equipment, net of
       amortization of deferred gain on
       sale/leaseback and equipment                   23,035                26,270                  322,365
    Amortization of deferred credits                 (13,452)               (7,059)                (419,849)
    Expense recorded on cashless exercise
       of common stock options and
       warrants                                            -                     -                1,711,814
    Writedown of construction in progress                  -                     -                  174,400
    Expense recorded on issuance of                                                 
      common stock and vesting of options                  -                     -                  545,634


    Changes in operating assets
       and liabilities:
       Accounts and other receivables                184,051               (50,590)                (128,841)
       Prepaid expenses                              112,508               (38,241)                 (20,688)
       Other assets                                        -                     -                  (73,944)
       Accounts payable and accrued
           expenses                                 (130,660)              (99,854)                 (48,668)
       Deferred research and development             (80,011)              (62,234)                 466,666
       Due from affiliate                                  -                     -                  420,448
                                                   ---------             ---------              -----------
Net cash used in development stage
    activities                                      (165,539)             (770,289)             (12,584,033)
                                                   ---------             ---------              -----------


INVESTING ACTIVITIES
Purchase of property and equipment                   (92,401)              (80,341)              (1,068,697)
Increase in restricted cash                                -                     -                 (146,600)
                                                   ---------             ---------              -----------
Net cash used in investing activities                (92,401)              (80,341)              (1,215,297)
                                                   ---------             ---------              -----------
</TABLE>

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

                                       5

<PAGE>   6


                              Antex Biologics Inc.
                        (a development stage enterprise)

               CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                  (UNAUDITED)


<TABLE>
<CAPTION>

                                                            THREE MONTHS                     AUGUST 3, 1991
                                                            ENDED MARCH 31                     (INCEPTION)
                                                            --------------                         TO
                                                        1998               1999              MARCH 31, 1999
                                                        ----               ----            ----------------
<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                                         -                    -           (2,164,792)
Proceeds from issuance of notes payable                         -                    -              500,000
Proceeds from sale of preferred stock                           -                    -              400,189
                                                    -------------        -------------            ---------
Net cash provided by financing activities                       -                    -           17,368,507
                                                    -------------        -------------           ----------
Net increase (decrease) in cash and
    cash equivalents                                     (257,940)            (850,630)           3,569,177


Cash and cash equivalents at
    beginning of period                                 5,697,156            4,856,479              436,672
                                                       ----------           ----------           ----------
Cash and cash equivalents at
    end of period                                  $    5,439,216       $    4,005,849       $    4,005,849
                                                   ==============       ==============       ==============

SUPPLEMENTAL CASH FLOWS DISCLOSURES:
    Cashless exercise of common stock
       options and warrants                        $            -       $            -        $   2,995,674
    Treasury stock acquired from cashless
       exercise of common stock options
       and warrants                                $            -       $            -        $   1,283,860
    Notes payable and accrued interest
       converted to preferred stock                $            -       $            -        $     509,109
    Sale and leaseback of property and
       equipment                                   $            -       $            -        $   2,099,175
    Capitalized equipment                          $            -       $       50,015        $     247,957
    Deferred compensation                          $            -       $     (264,920)       $           -
    Interest paid                                  $            -       $            -        $     699,248

</TABLE>

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

                                       6

<PAGE>   7



                              Antex Biologics Inc.
                        (a development stage enterprise)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 1998 AND 1999
                                  (UNAUDITED)

1.     GENERAL

       Antex Biologics Inc. (the "Company") is a biopharmaceutical company
committed to improving human 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 March 31, 1999, and the Consolidated
Statements of Operations for the three-month periods ended March 31, 1998 and
1999 and for the period August 3, 1991 (inception) to March 31, 1999, and the
Consolidated Statements of Cash Flows for the three-month periods ended March
31, 1998 and 1999 and for the period August 3, 1991 (inception) to March 31,
1999 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
March 31, 1999, 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, 1998 included in the Company's Annual Report on
Form 10-KSB.

       Certain reclassifications were made to the 1998 financial statements to
conform to the 1999 presentation.

       The results of operations for the period ended March 31, 1999 are not
necessarily indicative of the operating results anticipated for the fiscal year
ending December 31, 1999.

       Since inception, the Company's revenues have been generated solely in
support of its research and development activities and as of March 31, 1999, 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.

       The report of the Company's independent accountants on the Company's 1998
financial statements contained an explanatory paragraph indicating that there is
substantial doubt about the Company's ability to continue as a going concern.


                                       7

<PAGE>   8


2.     STRATEGIC ALLIANCE

       Effective March 1996, the Company entered into 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. At March 31, 1999, the
agreements provide for the following: the option by SmithKline to provide annual
funding of research and development activities for future years; an exchange
option granted by the Company to SmithKline enabling SmithKline to convert its
26.25% equity interest in MCHV for 3,595,264 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 5,730,802 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 lots of vaccines for clinical trials,
the conduct of agreed upon clinical trials, and 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.

       The Company recognized revenue related to human bacterial vaccine
research and development and qualifying reimbursable expenses pursuant to these
agreements of $970,527, $921,068, and $10,762,834 for the three-month periods
ended March 31, 1998 and 1999, and for the period August 3, 1991 (inception) to
March 31, 1999, respectively.

3.     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 Shareholders Meeting, a reverse stock split
in the range of one-for-four to one-for-ten. To date, no reverse stock split has
been effected. The Board of Directors is currently seeking shareholder approval
at the June 10, 1999 Annual Shareholders Meeting to, in effect, extend the
authorization for an additional year.

4.     OPERATING SEGMENTS

       In 1998, the Company established a second reportable product segment,
therapeutics. The therapeutics segment focuses on research and development of
drugs for infectious diseases and related disorders. Only direct costs and fixed
asset acquisitions were attributed to the therapeutics segment in 1998.

       The following tables present information regarding the two segments for
the three-month periods ended March 31, 1998 and 1999.


                                       8


<PAGE>   9

 <TABLE>
 <CAPTION>
                                              Three-Months Ended March 31, 1998
                                              ---------------------------------
                                   Bacterial                              Reconciling
   Category                         Vaccines        Therapeutics             Items                    Total
   --------                         --------        ------------            --------                  -----
<S>                         <C>                    <C>                 <C>                  <C>
Revenues                          $1,046,308         $          -         $      33,187           $ 1,079,495


Research and development          
expenses                          $  992,804         $     51,114         $           -           $ 1,043,918

Profit (loss) from
operations                        $   53,504         $    (51,114)        $    (331,439)          $  (329,049)

Fixed asset acquisitions          $   75,657         $      3,456         $      13,288           $    92,401

</TABLE>

Reconciling items include reimbursable patent costs of $33,187, general and
administrative expenses net of reimbursable patent costs of $331,439, and
corporate fixed asset acquisitions and construction in progress expenditures of
$13,288.


<TABLE>
<CAPTION>
                                             Three-Months Ended March 31, 1999
                                             ---------------------------------
                                  Bacterial                              Reconciling
   Category                        Vaccines        Therapeutics             Items                    Total
   --------                        --------        ------------            --------                  -----
<S>                           <C>                <C>                 <C>                   <C>
Revenues                         $ 763,400         $          -          $   157,668           $    921,068


Research and development         
expenses                         $ 833,189         $    207,078          $         -           $  1,040,267

Loss from operations             $ (69,789)        $   (207,078)         $  (306,910)          $   (583,777)

Fixed asset acquisitions         $  54,567         $      4,905          $    20,869           $     80,341
</TABLE>

Reconciling items include reimbursable patent costs of $157,668, general and
administrative expenses net of reimbursable patent costs of $306,910, and
corporate fixed asset acquisitions and construction in progress expenditures of
$20,869.

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

       The Company commenced operations in August 1991.

       Effective March 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).


                                       9

<PAGE>   10


       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 first quarter of 1999 consisted of the recognition of
human bacterial vaccine research and development support of $728,900 and
reimbursable expenses incurred of $192,168 pursuant to the alliance with
SmithKline. Revenues for the comparable period in 1998 consisted of human
bacterial vaccine research and development support of $780,010 and reimbursable
expenses incurred of $190,517 pursuant to the SmithKline alliance, and $108,968
from a Small Business Innovation Research ("SBIR") grant.

       Research and development expenses in the first quarter of 1999 were
$1,040,267 in comparison to $1,043,918 in the first quarter of 1998. Increased
expenditures, including the cost of additional personnel, resulting directly
from the increase in activities related to therapeutics offset decreased
expenditures relating to the production of clinical trial material pursuant to
the strategic alliance with SmithKline.

       General and administrative expenses in the first quarter of 1999
increased 27.4% to $464,578 in comparison to $364,626 in the comparable period
in 1998. The increase is attributable primarily to increased fees incurred in
the first quarter of 1999 in connection with overseas patent application
filings, such fees being reimbursable to the Company pursuant to the provisions
of the strategic alliance with SmithKline.

       The decrease in interest income in the first quarter of 1999 of $22,843
reflects the decrease in cash available for investing.

LIQUIDITY AND CAPITAL RESOURCES

       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 $2,000,000 in 1999 in research and development payments
from SmithKline covering the period March 1, 1999 to December 31, 1999, of which
$666,666 was received in March 1999. Additionally, the costs incurred by the
Company associated with a recently completed Phase I clinical trial for
Helicobacter pylori and the prosecution of the Company's applicable patents and
patent applications are reimbursable by SmithKline.

       During 1999, MCHV will continue 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
funding will be provided in part through the strategic alliance with SmithKline.
The Company intends to utilize a portion of its available


                                       10

<PAGE>   11


resources in pursuing these vaccine activities and research and development
activities in 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 1999, the Company currently anticipates that it will maintain its
total employees and contract personnel at approximately the 1998 year end total
of 30.

       In December 1998, the Company concluded negotiations for an extension of
its facility lease and an expansion of its existing space. Estimated
construction costs and equipment acquisitions related to the planned renovation
and expansion of the Company's facility total approximately $2.5 million.
Anticipated financing from the landlord is expected to fund approximately $1.6
million of this estimate. The Company has expended approximately $250,000 of its
own resources on this project as of March 31, 1999, and is currently in
discussions with various lenders to secure debt financing for the balance. To
the extent that the Company is unsuccessful in obtaining the additional
financing required, the resulting shortfall will necessitate utilizing the
Company's current assets and/or curtailing the Company's planned facility
renovation and expansion.

       In order to sustain its research and development programs beyond the
first quarter of 2000, as well as to 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; additional
equity or debt public offerings and private placements; the sale and leaseback
of existing assets; and additional grants and contracts. 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.

       If the Company is unsuccessful in its efforts to obtain sufficient
financing to continue to fund its current operations, the Company will be
required to reduce its level of operations. The Company may seek to enter into a
business combination transaction that would involve the merger or sale of the
Company in order to preserve shareholder value.

       The report of the independent accountants on the Company's financial
statements contains an explanatory paragraph indicating that there is
substantial doubt about the Company's ability to continue as a going concern.

NEW ACCOUNTING STANDARD

       The Financial Accounting Standards Board has issued a new standard.
Statement of Financial Accounting Standards No. 133 ("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 an 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

                                       11
<PAGE>   12

met. The Company believes that the effect of adoption of SFAS 133 will not be
material to the Company's financial statements.

YEAR 2000 DISCLOSURE

       The Company has initiated its Year 2000 compliance program, the purpose
of which is to identify those systems that are not yet Year 2000 compliant, and
to initiate replacement or other remedial action to assure that systems will
continue to operate in the Year 2000. The Company expects to complete its
assessment by July 31, 1999, which includes third party confirmations from the
Company's key suppliers, vendors and business partners, with respect to their
computers, software and systems, and their ability to maintain normal operations
in the Year 2000. To the extent that the Company is not satisfied with the
status of a vendor's Year 2000 compliance or remediation plans, the Company
expects to develop and implement appropriate contingency plans. Such contingency
plans will include the development of alternative sources for the product or
service provided by any non-compliant vendor.

       The Company has already initiated the removal and exchange of some
non-compliant systems and expects to continue such replacement or other remedial
action to ensure that its computers, software and systems, and other systems
will continue to operate in the Year 2000. These activities are intended to
encompass all major categories of systems used by the Company, including
laboratory instrumentation, building systems, and financial systems, among
others. In some instances, the installation of new software and hardware in the
normal course of business is being accelerated to also afford a solution to Year
2000 issues. Year 2000 spending is expected to total less than $60,000, of which
the Company has incurred approximately $30,000. The total cost estimate is based
on the Company's assessment as of March 31, 1999 and is subject to change as the
compliance program progresses.

       The capital improvements and expenses required for the Year 2000 effort
have been included as part of the Company's annual budget. The Company does not
expect that the capital spending or period expense associated with the Year 2000
issues will have a material effect on its financial position or results of
operations. The Company's policy is to expense all costs related to its Year
2000 compliance program unless the useful life of the technological asset is
extended or increased. It is expected that assessment, remediation and
contingency planning will be ongoing throughout fiscal 1999 with the goals of
appropriately resolving all material internal systems and third party issues.
There can be no assurances, however, that the Company's computer systems and the
applications of other companies on which the Company's operations rely will be
timely converted or that any such failure to convert by another company will not
have a material adverse effect on the Company's operations.


                                       12

<PAGE>   13


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) the Company's ability to fund its future operations; (ii) the Company's
ability to successfully complete product research and development, including
preclinical and clinical studies and commercialization; (iii) the Company's
ability to obtain required governmental approvals; (iv) the Company's ability to
attract and/or maintain manufacturing, sales, distribution and marketing
partners; and (v) the Company's ability to develop and commercialize its
products before its competitors.




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS

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


27.1      Financial Data Schedule



REPORTS ON FORM 8-K

None

                                       13
<PAGE>   14


                                   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.



<TABLE>
<CAPTION>

<S>                              <C>
                                                         ANTEX BIOLOGICS INC.
                                    ------------------------------------------------------------------
                                                             (Registrant)




Date: May 13, 1999                   /s/V. M. Esposito                                  
                                     ------------------------------------------------------------------
                                     Esposito, President and
                                     Chief Executive Officer
                                     (Principal Executive Officer)





Date: May 13, 1999                   /s/Gregory C. Zakarian
                                     ------------------------------------------------------------------
                                     Gregory C. Zakarian, Vice President,
                                     and Chief Financial Officer
                                     (Principal Financial Officer and
                                     Principal Accounting Officer)
</TABLE>





                                      14