content: <PAGE>
   
                                   UNITED STATES
  
                         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 2, 1998
                                                         ------------
  
  
                             Aastrom Biosciences, Inc.
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  <TABLE>
  <S>                               <C>                         <C>
          Michigan                    0-22025                      94-3096597
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                  (IRS Employer
       of incorporation)            File Number)              Identification No.)
  </TABLE>
  
  24 Frank Lloyd Wright Drive,  P.O. Box 376, Ann Arbor Michigan      48106
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
  
       Registrant's telephone number, including area code   (734) 930-5555
                                                            --------------
  
  
                                  Not Applicable
                                  --------------
           (Former name or former address, if changed since last report)
  
                                         1
  <PAGE>
   
  ITEM 5.  OTHER EVENTS.
  
       On July 2, 1998 the Registrant sold 5,000 shares of its newly created 1998
  Series I Convertible Preferred Stock (the "Series I Preferred") to one investor
  for an aggregate purchase price of $5 million.  The shares of Series I Preferred
  are convertible, at the option of the holder, into shares of the Registrant's
  Common Stock at the lower of (i) $4.81, or (ii) a price based on the market
  price of the Registrant's Common Stock prior to conversion.   With limited
  exceptions, the shares of Series I Preferred are not convertible into Common
  Stock until March 30, 1999 and, subject to extension under certain
  circumstances, will automatically convert into Common Stock on July 2, 2001,
  unless sooner converted.  In general, the Registrant may require the holders to
  convert the Series I Preferred if the average closing bid price of the
  Registrant's Common Stock exceeds $9.62 for specified periods after July 2,
  1999.
  
       In connection with the sales of Series I Preferred, the investor agreed to
  purchase an additional $3 million of a new series of Preferred Stock (to be
  designated 1998 Series II Convertible Preferred Stock) if the Common Stock of
  the Registrant trades at a price greater than $6.00 for a specified duration
  during the period from October 2, 1998 through July 2, 1999.
  
       The foregoing description of the Series I Preferred financing is qualified
  in its entirety by the Securities Purchase Agreement, dated July 2, 1998, and
  the other agreements and instruments executed in connection therewith, copies of
  which are attached as exhibits to this Current Report on Form 8-K.
  
  <TABLE> 
  <CAPTION> 
  ITEM 7.  EXHIBITS.
  <S>               <C>    
           (a)      Financial statements of business acquired.
  
                    Not applicable.
  
           (b)      Pro forma financial information.
  
                    Not applicable.
  
           (c)      Exhibits.
  
  </TABLE> 
  <TABLE>
  <CAPTION>
    Exhibit
      No.                     Description
      ---                     -----------
  <C>            <S>
      3.1   Certificate of Designation for 1998 Series I Preferred Stock
      4.1   Securities Purchase Agreement, dated July 2, 1998, by and between
            the Registrant and RGC International Investors, LDC ("RGC")
      4.2   Registration Rights Agreement dated July 2, 1998, by and between
            the Registrant and RGC.
  </TABLE>
  
                                         2
  <PAGE>
   
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
  
                                         AASTROM BIOSCIENCES, INC.
  
  
  
                                         By:   /s/ Todd E. Simpson
                                             -----------------------------------
  Date: July 15, 1998                        Vice President, Finance and
                                             Administration and Chief Financial
                                             Officer (Principal Financial and
                                             Accounting Officer)
   
                      
  
                                         3
  <PAGE>
   
                                   EXHIBIT INDEX
                                   -------------
  
  
  <TABLE>
  <CAPTION>
   Exhibit
     No.                     Description
     ---                     -----------
  <C>          <S>
     3.1   Certificate of Designation for 1998 Series I Preferred Stock
     4.1   Securities Purchase Agreement, dated July 2, 1998, by and between the
           Registrant and RGC International Investors, LDC ("RGC")
     4.2   Registration Rights Agreement dated July 2, 1998, by and between the
           Registrant and RGC.
  </TABLE>
  
                                         4
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metadata_filer: {"company-data": {"conformed-name": "AASTROM BIOSCIENCES INC", "cik": "0000887359", "assigned-sic": "2834", "irs-number": "943096597", "state-of-incorporation": "MI", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-22025", "film-number": "98666780"}, "business-address": {"street1": "DOMINOS FARMS LOBBL L", "street2": "24 FRANK LLOYD WRIGHT DRIVE P O BOX 376", "city": "ANN ARBOR", "state": "MI", "zip": "48106", "phone": "3139305555"}}
text: UNITED STATES
  
                         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 2, 1998
                                                         ------------
  
                             Aastrom Biosciences, Inc.
  --------------------------------------------------------------------------------
                (Exact name of registrant as specified in charter)
  Michigan                    0-22025                      94-3096597
  --------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                  (IRS Employer
       of incorporation)            File Number)              Identification No.)
  24 Frank Lloyd Wright Drive,  P.O. Box 376, Ann Arbor Michigan      48106
  --------------------------------------------------------------------------------
  (Address of principal executive offices)                          (Zip Code)
  
       Registrant's telephone number, including area code   (734) 930-5555
                                                            --------------
  
                                  Not Applicable
                                  --------------
           (Former name or former address, if changed since last report)
  
                                         1
  ITEM 5.  OTHER EVENTS.
  
       On July 2, 1998 the Registrant sold 5,000 shares of its newly created 1998
  Series I Convertible Preferred Stock (the "Series I Preferred") to one investor
  for an aggregate purchase price of $5 million.  The shares of Series I Preferred
  are convertible, at the option of the holder, into shares of the Registrant's
  Common Stock at the lower of (i) $4.81, or (ii) a price based on the market
  price of the Registrant's Common Stock prior to conversion.   With limited
  exceptions, the shares of Series I Preferred are not convertible into Common
  Stock until March 30, 1999 and, subject to extension under certain
  circumstances, will automatically convert into Common Stock on July 2, 2001,
  unless sooner converted.  In general, the Registrant may require the holders to
  convert the Series I Preferred if the average closing bid price of the
  Registrant's Common Stock exceeds $9.62 for specified periods after July 2,
  1999.
  
       In connection with the sales of Series I Preferred, the investor agreed to
  purchase an additional $3 million of a new series of Preferred Stock (to be
  designated 1998 Series II Convertible Preferred Stock) if the Common Stock of
  the Registrant trades at a price greater than $6.00 for a specified duration
  during the period from October 2, 1998 through July 2, 1999.
  
       The foregoing description of the Series I Preferred financing is qualified
  in its entirety by the Securities Purchase Agreement, dated July 2, 1998, and
  the other agreements and instruments executed in connection therewith, copies of
  which are attached as exhibits to this Current Report on Form 8-K.
  ITEM 7.  EXHIBITS.
  (a)      Financial statements of business acquired.
  
                    Not applicable.
  
           (b)      Pro forma financial information.
  
                    Not applicable.
  
           (c)      Exhibits.
  Exhibit
      No.                     Description
      ---                     -----------
  3.1   Certificate of Designation for 1998 Series I Preferred Stock
      4.1   Securities Purchase Agreement, dated July 2, 1998, by and between
            the Registrant and RGC International Investors, LDC ("RGC")
      4.2   Registration Rights Agreement dated July 2, 1998, by and between
            the Registrant and RGC.
  2
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                         AASTROM BIOSCIENCES, INC.
  
                                         By:   /s/ Todd E. Simpson
                                             -----------------------------------
  Date: July 15, 1998                        Vice President, Finance and
                                             Administration and Chief Financial
                                             Officer (Principal Financial and
                                             Accounting Officer)
   
                      
  
                                         3
  EXHIBIT INDEX
                                   -------------
  Exhibit
     No.                     Description
     ---                     -----------
  3.1   Certificate of Designation for 1998 Series I Preferred Stock
     4.1   Securities Purchase Agreement, dated July 2, 1998, by and between the
           Registrant and RGC International Investors, LDC ("RGC")
     4.2   Registration Rights Agreement dated July 2, 1998, by and between the
           Registrant and RGC.
  4