UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~The ofSecurities ~~report~~Exchange ~~(Date~~Act of ~~earliest event reported): November 17, 2015~~1934

~~DARA~~Date ~~BioSciences~~of report (Date of earliest event reported): December 2, ~~Inc.~~2015

DARA BioSciences, Inc. (Exact name of registrant as specified in its charter)

~~Delaware~~	Delaware	~~0-19410~~	0-19410	~~04-3216862~~	04-3216862
~~(State or other jurisdiction of incorporation)~~	(State or other jurisdiction of incorporation)	~~(Commission file number)~~	(Commission File Number)	~~(IRS Employer Identification Number)~~	(IRS Employer Identification No.)

8601 Six Forks Road, Suite 160, Raleigh, North Carolina		27615
	8601 Six Forks Road, Suite 160, Raleigh, NC		27615
~~(Address of principal executive offices)~~	(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

(Registrant’s telephone number, including area code): (919-) 872-5578

~~Check~~Not ~~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.~~Applicable

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule~~if ~~425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230~~report.~~425~~)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14a-12~~2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

oItem ~~Pre-commencement~~5.07. Submission ~~communications~~of ~~pursuant~~Matters to ~~Rule~~a ~~13e-4(c)~~Vote ~~under~~of ~~the~~Security ~~Exchange Act (17 CFR 240~~Holders.~~13e-4(c))~~

~~Item~~On 3December 2, 2015, DARA BioSciences, Inc.01 ~~Notice~~(the “Company”) held a special meeting of ~~Delisting~~its orstockholders ~~Failure~~(the “Special Meeting”). There were 19,755,595 shares of common stock issued and outstanding and entitled to ~~Satisfy~~vote aat ~~Continued~~the ~~Listing~~meeting ~~Rule~~as of October 16, 2015 (the record date for the Special Meeting) and there were 10,902,622 shares of common stock represented in person or ~~Standard;~~by ~~Transfer~~proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. Each share of ~~Listing~~common stock was entitled to one vote for each of the following proposals.

OnA ~~November~~summary ~~17,~~of ~~2015,~~the ~~DARA~~voting ~~BioSciences,~~results ~~Inc.~~for (the ~~“Company”)~~following proposals, ~~received~~each aof ~~letter~~which ~~from~~is ~~The~~described ~~Nasdaq~~in ~~Stock~~detail ~~Market~~in ~~LLC (“Nasdaq”) indicating that, as a result of~~ the Company’s ~~failure~~definitive toproxy ~~regain~~statement ~~compliance~~that was filed with the ~~minimum~~Securities ~~bid~~and ~~price~~Exchange ~~requirement~~Commission ~~for~~on ~~continued~~October ~~listing set forth in Nasdaq Marketplace Rule 5550(a)(2)~~22, ~~the~~2015 ~~Nasdaq~~and ~~staff~~first ~~has~~mailed ~~determined~~ to ~~delist~~ the Company’s ~~common~~stockholders ~~stock~~on ~~from~~or ~~the~~about ~~Nasdaq~~October ~~Capital~~26, ~~Market.~~2015, is set forth below:

~~Nasdaq’s~~Proposal delisting determination will not immediately result in the delisting of the Company’s common stock. The Company plans to appeal its delisting by requesting a hearing before Nasdaq’s Hearings Panel (the “Panel”). The Company’s request for a hearing must be received by Nasdaq no later than 41:00 Adoption ~~p.m. Eastern time on November 24, 2015. Under Nasdaq rules, the hearing request will stay the delisting action pending the issuance~~ of ~~a final decision by~~ the ~~Panel.~~Merger ~~There can be no assurance the Panel will grant the Company’s request for continued listing.~~Agreement

AsThe ~~previously~~Company’s ~~reported,~~stockholders onadopted ~~June~~the 3,Agreement ~~2015,~~and ~~the~~Plan ~~Company~~of ~~entered~~Merger, ~~into~~dated aas ~~merger~~of ~~agreement~~June 3, 2015 (the “Merger Agreement”), ~~with~~by and among the Company, Midatech Pharma PLC (“Midatech”), ~~and~~Merlin ~~certain~~Acquisition ~~other parties thereto~~Sub, ~~pursuant to which~~Inc., ~~among~~Duke ~~other~~Acquisition ~~things~~Sub, ~~the Company would merge into a subsidiary of Midatech~~Inc., ~~The~~and ~~Merger~~Shareholder ~~Agreement~~Representative ~~contemplates~~Services, ~~that~~LLC, insolely ~~connection~~as ~~with~~representative ~~the closing~~ of ~~the Merger Agreement, the Company~~DARA’s ~~common~~stockholders, ~~stock~~pursuant ~~would~~to bewhich ~~delisted from Nasdaq and Midatech Depositary Shares would begin publicly trading on Nasdaq under~~ the ~~symbol~~Company ~~“MTP”. The~~will ~~closing~~become ofa ~~the~~wholly ~~Merger~~owned ~~Agreement~~subsidiary ~~is contingent upon adoption~~ of ~~the Merger Agreement by the Company’s common stockholders~~Midatech. The ~~Company’s~~following ~~common~~were ~~stockholders~~the ~~are~~tabulated ~~scheduled~~votes to“For” ~~vote~~and on“Against” ~~such~~this ~~adoption on December 2~~proposal, ~~2015, at a special meeting of stockholders. The Company expects to complete the proposed merger~~ as ~~soon~~well as ~~practicable~~the ~~following~~number ~~stockholder~~of ~~approval.~~“Abstentions”:

If the proposed merger is not completed, the Company expects to take additional steps intended to keep the Company’s common stock listed on the Nasdaq Capital Market. The Company may propose a reverse stock split in order to increase the Company’s stock price above the minimum bid price. There can be no assurances that the Company would be successful in regaining compliance with Nasdaq’s minimum bid price requirement, or that the Company would be able to maintain compliance with Nasdaq’s other continued listing requirements or remain listed on the Nasdaq Capital Market.


For	Against	Abstain
10,428,922	427,803	45,897

IfProposal ~~the Panel denies the Company’s appeal~~2: Approval, ~~the Company’s common stock will be delisted and removed from registration~~ on ~~the~~an ~~Nasdaq~~Advisory, ~~Capital~~Non-Binding ~~Market. If the Company’s stock is delisted~~Basis, ~~the~~of ~~Company~~Compensation ~~expects~~ that ~~its~~May ~~common~~Be ~~stock~~Paid ~~will trade on the OTC Bulletin Board and/~~or ~~the~~Become ~~“Pink~~Payable ~~Sheets”~~in ~~following~~Connection ~~the~~with ~~approval of an application by one or more market makers to quote~~ the ~~Company’s common stock~~Merger.

The Company’s stockholders approved, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger, and the agreements or understandings pursuant to which such compensation may be paid or become payable. The following were the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:


For	Against	Abstain
9,140,200	1,489,875	272,547

In connection with the Special Meeting, the Company also solicited proxies with respect to the adjournment of the Special Meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve Proposals 1 and 2. As there were sufficient votes at the time of the Special Meeting to approve Proposals 1 and 2, the adjournment or postponement of the Special Meeting to solicit additional proxies for such purpose was unnecessary and such proposal was not submitted to the Company’s stockholders for approval at the Special Meeting.

The merger transactions contemplated in the Merger Agreement remain subject to customary closing conditions and are expected to close in the next week.

Item 8.01. Other Events.

On December 2, 2015, the Company issued a press release announcing the results of the Special Meeting. A copy of such press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

The exhibits required to be filed as a part of this Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

Forward-Looking Statements

Certain statements in this Form 8-K ~~regarding~~constitute ~~the~~“forward-looking ~~Merger~~statements” ~~Agreement~~within ~~and~~ the ~~transactions~~meaning ~~contemplated~~of ~~thereby,~~ the ~~special~~Private ~~meeting~~Securities ofLitigation ~~the~~Reform ~~Company’s~~Act ~~stockholders~~of ~~scheduled~~1995. Forward-looking ~~for~~statements ~~December~~are 2,made ~~2015,~~on the ~~expected~~basis ~~timetable~~of ~~for completing~~ the ~~merger~~current beliefs, expectations ~~regarding~~and ~~Nasdaq’s~~assumptions ~~delisting~~of ~~and~~the ~~hearing~~management ~~processes,~~of the Company’s ~~prospects~~regarding tofuture ~~regain~~events ~~compliance with Nasdaq’s continuing listing standards~~ and ~~remain~~are ~~listed~~subject onto ~~the~~significant ~~Nasdaq~~risks ~~Capital Market,~~ and ~~any~~uncertainty. Statements ~~other statements~~ regarding the Company’s ~~or Midatech’s~~ expected performance ~~constitute~~in “the future are forward-looking statements”. Examples ~~within the meaning~~ of ~~the~~forward-looking ~~Private~~statements ~~Securities~~include, ~~Litigation~~without ~~Reform~~limitation, ~~Act of 1995. These~~ statements ~~are~~about ~~made on~~ the ~~basis~~closing date of the ~~current~~Merger ~~beliefs,~~Agreement ~~expectations~~ and ~~assumptions of~~ the ~~management~~satisfaction of ~~the~~conditions ~~Company~~precedent ~~regarding~~to ~~future~~the ~~events~~closing ~~and~~of ~~are~~the ~~subject~~Merger toAgreement ~~significant~~and ~~risks~~the ~~and~~transactions ~~uncertainty~~contemplated thereby. Investors and security holders are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise, except as required by law. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the Company or the price of the Company’s stock. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking statements.

The forward -looking statements included in this Form 8-K are made only as of the date of this Form 8-K. The Company undertakes no obligation to update the forward-looking statements to reflect subsequent events or circumstances.

Important Additional Information About the Transaction

This Form 8-K may be deemed to be solicitation material in respect of the proposed merger between Midatech and the Company. The proposed transaction will be submitted to the stockholders of DARA for their consideration. In connection with the proposed transaction, Midatech has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4, as amended, that includes a definitive proxy statement of the Company and that also constitutes a prospectus of Midatech. The Company’s stockholders are urged to read the definitive proxy statement/prospectus and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You may obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about the companies, at the SEC’s web site (http://www.sec.gov). Copies of the definitive proxy statement/prospectus can be obtained, free of charge, by contacting DARA’s Investor Relations at (919) 872-5578 or by accessing DARA’s investor relations website at www.darabio.com.

Participants in the Solicitation

Midatech, DARA and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Midatech’s and DARA’s directors and executive officers is available the definitive proxy statement/prospectus, as amended, which was initially filed with the SEC on August 11, 2015, and other relevant materials filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

SIGNATURES

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

	DARA BioSciences, Inc.
Dated: November 18, 2015	By:	/s/ Christopher G. Clement
Date: December 2, 2015	By:	/s/ Christopher G. Clement
	Name:	Christopher G. Clement
		Christopher G. Clement
	Title:	Chief Executive Officer
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release issued by DARA BioSciences, Inc. on December 2, 2015

Filing Compare · Midatech Pharma US Inc.