Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 6, 2009, DARA Biosciences, Inc. (the "Company"), received a letter from The NASDAQ Stock Market ("NASDAQ") notifying the Company that, based on its Form 10-K for the period ended December 31, 2008, the Company no longer maintained the minimum $2,500,000 stockholders' equity required for continued listing on The NASDAQ Capital Market under Marketplace Rule 4310(c)(3) (the "Rule"). NASDAQ also noted that the Company does not comply with either of the alternatives for compliance with the Rule, which require $35,000,000 minimum market value of listed securities or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. NASDAQ's notification has no effect on the listing of the Company's common stock at this time.

The Company has 15 calendar days from the NASDAQ notice, through April 21, 2009, to submit a plan to regain compliance with the Rule (the "Plan"). The Staff will provide the Company with written notification of its decision to accept or reject the Plan. If the Plan is accepted, the Staff can grant an exception of up to 105 calendar days, through July 20, 2009, for the Company to evidence compliance with the Rule. If the Staff does not accept the Plan, the Company may appeal the Staff's determination to a Listing Qualifications Panel pursuant to applicable NASDAQ rules. The Company is currently evaluating its alternatives to resolve the listing deficiency.

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