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): April 1829, 2011

ADVANCED LIFE SCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-51436	30-0296543
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
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 13.0102. ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities.

OnIn ~~April~~January ~~18,~~ 2011, ~~Dr. Michael T. Flavin, Chairman and Chief Executive Officer of~~ Advanced Life Sciences Holdings, Inc. (the “Company”), ~~advanced~~entered tointo an Investment Agreement (the ~~Company~~“Investment ~~$63~~Agreement”),~~000~~ inwith ~~cash~~Dutchess inOpportunity ~~order~~Fund, II, LP (“Dutchess”), for the sale of up to ~~assist~~$5.0 million of shares of the Company’s incommon ~~satisfying~~stock ~~certain~~over ~~working~~a ~~capital~~two-year ~~obligations~~commitment period. ~~The~~ Under the terms of the Investment Agreement, the Company ~~intends~~may from time to ~~repay~~time, ~~this~~in ~~advance~~its discretion, sell newly-issued shares of its common stock to DrDutchess at 95% of a recent average market price at the time of such issuance. As previously disclosed in its Form ~~Flavin~~8-K asfiled ~~soon~~on March 11, 2011, the Company had issued 1,376,699 shares to Dutchess as ~~reasonably~~of ~~practicable~~March 11, 2011, and received $592,000 in proceeds through the usage of the Investment Agreement.

Between March 23, 2011 and April 27, 2011, the Company issued an additional 804,292 shares to Dutchess, which represents 7.46% of the shares outstanding as of the date of the Company’s latest annual report on Form 10-K filed on March 24, 2011. Sales made on April 27, 2011, caused the Company to exceed the 5% threshold that triggers the reporting requirement of this item. As a result of these issuances, the Company has received $135,000 in proceeds through the usage of the Investment Agreement. The shares were issued in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

~~SIGNATURES~~2

~~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.~~SIGNATURES

	ADVANCED LIFE SCIENCES HOLDINGS, INC.
Dated: April 22, 2011	By:	/s/ Michael T. Flavin
	Name:	Michael T. Flavin, Ph.D.
	Title:	Chairman and Chief Executive Officer

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.

	ADVANCED LIFE SCIENCES HOLDINGS, INC.


Dated: April 29, 2011	By:	/s/ Michael T. Flavin
	Name:	Michael T. Flavin, Ph.D.
	Title:	Chairman and Chief Executive Officer

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