SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~July~~May 329, ~~2001~~2003

ANTEX BIOLOGICS INC.
(Exact Name of Registrant as Specified in Its Charter)


Delaware	0-20988	52-1563899
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

300 Professional Drive
Gaithersburg, Maryland 20879
(Address of Principal Executive Offices) (Zip Code)

(301) 590-0129
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

~~On July~~Item 3~~, 2001, the Company raised approximately $3~~.~~0 million~~ ~~(the “Initial~~Bankruptcy ~~Investment”)~~or ~~in a private placement of 3,000 shares of its Series B Convertible Preferred Stock (the “Series B Preferred Stock”) to certain qualified institutional buyers (the “Purchasers”)~~Receivership. ~~The Series B Preferred Stock~~ ~~is convertible at any time at the option of the Purchasers into shares of the~~ ~~Company’s Common Stock at $2.00 per share, subject to adjustment under certain~~ circumstances. The terms of the Series B Preferred Stock are more fully described in the Certificate of Designation, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Company, a copy of which is filed as Exhibit 3.1 hereto.

~~The~~ On ~~Company~~March 17, ~~also~~2003, ~~issued~~Antex toBiologics ~~the~~Inc. ~~Purchasers~~ (~~i) Class E~~“Antex,” ~~Warrants~~and ~~for~~together ~~the~~with its ~~purchase~~wholly-owned ofsubsidiary upAntex toPharma ~~an aggregate of 750~~Inc.,~~000~~ ~~shares of~~ the “Company’s”) ~~Common~~announced ~~Stock~~that it had atentered aninto ~~exercise~~a ~~price~~non-binding letter of ~~$2.50~~intent ~~per~~and ~~share~~a ~~and~~loan agreement with BioPort Corporation (ii“BioPort”) ~~Class F~~, ~~Warrants~~a ~~for~~privately ~~the purchase~~held ofcompany upheadquartered in Lansing, Michigan. Pursuant to anthe ~~aggregate~~non-binding letter of ~~375~~intent,~~000~~ ~~shares~~BioPort ofwould acquire substantially all the Company’s ~~Common~~assets. ~~Stock at~~The anloan ~~exercise~~agreement ~~price~~provided for BioPort’s discretionary funding of up to $~~3.00~~1 million ~~per~~to ~~share,~~support ~~each~~the ~~subject~~Company’s operations prior to ~~anti-dilution~~the completion of the acquisition. BioPort advanced the ~~adjustments~~Company $297,000 under ~~certain~~the ~~circumstances~~loan agreement. The ~~Class E~~acquisition ~~and~~was ~~Class F Warrants~~contingent ~~expire~~upon, onamong ~~July 3~~other conditions, ~~2006.~~(i) an ~~The~~agreement ~~terms~~ of the ~~Class E~~Company’s ~~Warrants~~preferred stockholders ~~and~~to ~~Class F~~exchange ~~Warrants are~~their ~~more~~preferred ~~fully~~stock ~~described~~for infuture ~~the~~royalties ~~Form~~on two of Antex’s ~~Class E~~product ~~Warrant~~candidates and (ii) the ~~Form~~agreement of ~~Class F Warrant,~~the ~~copies~~Company’s oftrade creditors ~~which~~and ~~are~~unsecured ~~filed~~note asholders ~~Exhibits~~to ~~4.1~~settle ~~and~~their ~~4.2~~current ~~hereto,~~claims at ~~respectively~~significant discounts.

~~The~~ On ~~Company~~March 25, ~~and~~2003, the ~~Purchasers~~Company ~~also~~notified ~~entered~~BioPort ~~into~~that anit ~~agreement~~had ~~requiring the~~been ~~Company~~unable to obtain ~~register~~ the ~~shares~~required ofagreements ~~the~~from ~~Company’s~~its ~~Common~~preferred ~~Stock~~stockholders ~~issuable~~and ~~upon~~unsecured ~~conversion~~note ofholders. ~~the~~As ~~Series B~~a ~~Preferred~~result, ~~Stock~~BioPort ~~and~~notified ~~exercise~~the ofCompany ~~the~~that ~~Class E~~BioPort ~~Warrants~~would not ~~and~~proceed ~~Class F~~with ~~Warrants,~~the aproposed ~~copy~~acquisition ofand ~~which~~would iscease ~~filed~~funding asunder ~~Exhibit 10.2~~the ~~hereto~~loan agreement.

In On ~~connection~~March 27, ~~with the Initial Investment~~2003, ~~the~~with ~~Company~~no ~~granted~~sources ~~the Purchasers~~of anoperational ~~option~~funding, toAntex ~~invest~~and atAntex Pharma ~~any~~filed ~~time~~individual ~~prior~~petitions tounder ~~April~~Chapter 2,11 ~~2002~~of anthe ~~equal amount~~U.S. onBankruptcy ~~substantially~~Code in the ~~same~~U.S. ~~terms~~Bankruptcy ~~and~~Court ~~conditions~~for as the ~~Initial~~District ~~Investment~~ of Maryland (the “~~Optional Investment~~Court”). The filing ~~Company~~of ~~may~~the ~~cancel~~petitions ~~the~~was ~~Optional~~part ~~Investment~~of ~~at any~~a ~~time~~“pre-arranged” ifpackage pursuant to which the ~~average~~Company ~~closing~~planned ~~bid~~to ~~price~~sell ofsubstantially ~~the~~all ~~Company’s~~its ~~Common~~assets ~~Stock~~to ~~over~~BioPort. aOn March ~~consecutive~~28, ~~ten~~2003 ~~(10) day~~the ~~period~~Court ~~equals~~approved oran ~~exceeds~~interim ~~$3.00~~financing ~~per~~arrangement ~~share.~~whereby ~~The terms~~BioPort ofwould ~~the~~lend ~~Optional~~up ~~Investment~~to ~~are~~$425,000 ~~more~~to ~~fully~~the ~~described~~Company into ~~the~~pay ~~Option~~its topost-petition ~~Purchase~~liabilities. ~~Series~~On April B23, ~~Convertible~~2003, ~~Preferred~~the ~~Stock~~Court ~~and~~increased ~~Warrants~~the amount of ~~Antex~~approved ~~Biologics~~financing ~~Inc.,~~to ~~which is filed as Exhibit 10~~$1,100,000.~~3 hereto.~~

On April 10, 2003 the Company entered into an agreement with BioPort (the ~~The~~“Asset Purchase Agreement”) under which the Company, ~~expects~~subject to ~~use~~Court approval and receipt of higher and better offers, would sell substantially all its assets to BioPort for approximately $3,400,000, subject to adjustment in certain circumstances. The Asset Purchase Agreement states that all amounts loaned by BioPort to the ~~net~~Company ~~proceeds~~($297,000 for pre-petition loans and $1,100,000 for post-petition loans) would reduce the proposed purchase price, along with any amounts paid by BioPort to cure existing defaults on any of the Company’s ~~Initial~~contracts ~~Investment~~assumed ~~and~~by BioPort pursuant to the Asset Purchase Agreement. The proceeds from the ~~Optional~~sale ~~Investment~~would be distributed to ~~fund~~satisfy ~~working~~the claims ~~capital~~of ~~needs~~its creditors.

~~Item~~ On 7May 29, 2003, the Court approved the sale of substantially all the Company’s assets to BioPort pursuant to the Asset Purchase Agreement. ~~Financial~~The ~~Statements~~closing of ~~and~~the ~~Exhibits~~sale of the assets to BioPort occurred on May 31, 2003. The Company anticipates filing a plan of liquidation with the Court by the end of the second quarter 2003; completion of the Company’s liquidation, including the distribution of its remaining assets to its creditors, is expected to occur later this year.

~~(a)~~ A ~~Financial~~copy ~~Statements~~ of ~~businesses~~the ~~acquired:~~Purchase ~~Not~~Agreement ~~Applicable~~is ~~(b)~~attached ~~Pro~~hereto ~~Forma~~as ~~Financial~~Exhibit 99.1 ~~Information:~~and ~~Not~~is incorporated ~~Applicable~~herein ~~(c)~~by ~~Exhibits~~reference.

Exhibit No.		Description
3.1		Certificate of Designation, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Antex Biologics Inc.
4.1		Form of Class E Warrant.
4.2		Form of Class F Warrant.
10.1		Securities Purchase Agreement dated as of July 3, 2001 by and among the Company and the parties listed on Schedule I thereto.
10.2		Registration Rights Agreement dated as of July 3, 2001 by and among the Company and the parties listed on Schedule I thereto.
10.3		Option to Purchase Series B Convertible Preferred Stock and Warrants of Antex Biologics Inc. dated as of July 3, 2001 by and among the Company and the parties thereto.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

~~SIGNATURES~~ (c) Exhibits The following exhibit is filed as part of this report:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit No.		Description

99.1		Asset Purchase Agreement, among Antex Biologics Inc., Antex Pharma Inc. and BioPort Corporation, dated April 10, 2003.

~~ANTEX BIOLOGICS INC.~~SIGNATURES

~~By:~~ Pursuant ~~/s/Jeffrey~~to V.the ~~Pirone~~requirements ~~Jeffrey~~of V.the ~~Pirone~~Securities ~~Executive~~Exchange ~~Vice~~Act ~~President~~of ~~and~~1934, ~~Chief~~the registrant ~~Financial~~has ~~Officer~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Date:~~ANTEX ~~August~~BIOLOGICS ~~1, 2001~~INC. (Registrant)

EXHIBIT INDEX

By:		/s/ Jeffrey V. Pirone Jeffrey V. Pirone Executive Vice President and Chief Financial Officer

Date:		June 2, 2003

Exhibit No.		Description
3.1		Certificate of Designation, Preferences, Rights and Limitations of Series B Convertible Preferred Stock of Antex Biologics Inc.
4.1		Form of Class E Warrant.
4.2		Form of Class F Warrant.
10.1		Securities Purchase Agreement dated as of July 3, 2001 by and among the Company and the parties listed on Schedule I thereto.
10.2		Registration Rights Agreement dated as of July 3, 2001 by and among the Company and the parties listed on Schedule I thereto.
10.3		Option to Purchase Series B Convertible Preferred Stock and Warrants of Antex Biologics Inc. dated as of July 3, 2001 by and among the Company and the parties thereto.

EXHIBIT INDEX


Exhibit No.		Description

99.1		Asset Purchase Agreement, among Antex Biologics Inc., Antex Pharma Inc. and BioPort Corporation, dated April 10, 2003.

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