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): February 1721, 2011

ADVANCED LIFE SCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	~~000-51436~~	30000-~~0296543~~51436	30-0296543
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction		(Commission	(I.R.S. Employer
of incorporation)		File Number)	Identification No.)

1440 Davey Road
Woodridge, Illinois		60517
(Address of principal executive offices)		(Zip Code)

(630) 739-6744

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 31.0201. ~~Unregistered~~Entry ~~Sales~~Into ofa ~~Equity~~Material ~~Securities.~~Definitive Agreement; and

InItem January 2011, Advanced Life Sciences Holdings, Inc. (the “Company”) entered into an Investment Agreement (the “Investment Agreement”), with Dutchess Opportunity Fund, II, LP (“Dutchess”), for the sale of up to $5.~~0 million of shares of the Company’s common stock over a two-year commitment period~~02. ~~Under~~Departure ~~the terms~~ of ~~the~~Directors ~~Investment~~or ~~Agreement,~~Certain ~~the~~Officers; ~~Company~~Election ~~may from time to time, in its discretion, sell newly-issued shares~~ of ~~its~~Directors; ~~common~~Appointment ~~stock to Dutchess at 95%~~ of aCertain ~~recent~~Officers; ~~average~~Compensatory ~~market~~Arrangement ~~price at the time~~ of ~~such~~Certain ~~issuance~~Officers.

InOn February 25, ~~conjunction~~2011, ~~with~~Advanced ~~the~~Life ~~Investment~~Sciences ~~Agreement~~Holdings, Inc.’s (the “Company”) Chief ~~paid~~Executive toOfficer ~~Dutchess~~informed the Company’s employees that as a ~~commitment~~measure ~~fee~~to help ofaddress ~~$50~~its liquidity issues,~~000~~ byit ~~issuing~~had ~~2,475,248~~implemented ~~shares~~a ofCompany-wide compensation reduction plan that would reduce the ~~Company’s~~salaries ~~common~~of ~~stock~~impacted employees by 30%-50%. InIncluded ~~addition,~~in ~~between~~this reduction ~~February 9,~~were ~~2011~~all ~~and~~of ~~February 17,~~the ~~2011,~~Officers of the Company ~~issued~~with anwhom ~~additional~~the ~~15,464,142~~Company ~~shares~~has entered tointo ~~Dutchess,~~Employment ~~for~~Agreements. In aconnection with ~~total~~this ofcost-savings 17plan,~~939,390~~ ~~shares~~the ~~which~~Company ~~represents~~also ~~7.79%~~announced the departure of ~~the~~Dr. David Eiznhamer, ~~shares~~Executive ~~outstanding~~Vice asPresident of ~~the~~Clinical ~~date~~Affairs. The Company is not aware of ~~the~~any ~~Company’s~~disagreement ~~latest~~between ~~quarterly~~it ~~report~~and onDr. ~~Form 10-Q~~Eiznhamer ~~filed~~relating onto ~~November 12~~the Company’s operations, ~~2010~~policies or practices.

~~Sales~~Item ~~made on February 17, 2011 caused the Company to exceed the 5% threshold that triggers the reporting requirement of this item~~8. ~~As a result of these issuances, the Company has received approximately $270,000 in proceeds through the usage of the Investment Agreement~~01. ~~The~~Other ~~shares were issued in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933~~Events.

2On February 21, 2011, the Company received a letter from Leaders Bank informing it that the Company was in default under the loan documents governing its principal credit facility. The letter indicated that the Company had failed to fund an interest reserve account as required by an amendment to the credit facility. Leaders Bank requested that the Company cure such default by February 25, 2011. Leaders Bank noted that it was reserving the right to exercise all rights and remedies under the loan documents if the Company failed to meet the payment deadline. Remedies available to the bank include, among other things, the right to accelerate payment of all amounts outstanding under the line of credit.

~~SIGNATURES~~On February 25, 2011, the Company informed Leaders Bank that it would not be funding the interest reserve account in the amount demanded in the notice of default. The Company did, however, fund its February 2011 interest payment to remain current with its interest payment obligation. Following this payment, the Company met with the Leaders Bank and is engaged in a dialogue to develop a constructive and workable solution to the current liquidity situation.

~~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.~~2

	ADVANCED LIFE SCIENCES HOLDINGS, INC.
Dated: February 23, 2011	By:	/s/ Michael T. Flavin
	Name:	Michael T. Flavin, Ph.D.
	Title:	Chairman and Chief Executive Officer

SIGNATURES

3Pursuant 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.

		ADVANCED LIFE SCIENCES HOLDINGS, INC.


Dated:	March 2, 2011	By:	/s/ Michael T. Flavin
		Name:	Michael T. Flavin, Ph.D.
		Title:	Chairman and Chief Executive Officer

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