Item 8.01. Other Events

On April 16, 2012, DARA BioSciences, Inc. (the "Company") completed the closing of a public offering of 10,250 units consisting of 10,250 shares of the Company's Series B-2 convertible preferred stock (which are convertible into a total of 10,250,000 shares of the Company's common stock), warrants to purchase 5,125,000 shares of the Company's common stock at an exercise price of $1.00 and warrants to purchase a total of 5,125,000 shares of the Company's common stock at an exercise price of $1.25. The Company received net proceeds from the offering of approximately $9.2 million.

As a result of the offering, the Company now has stockholders' equity in excess of the minimum stockholders' equity requirement of $2.5 million for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(b)(1). The Company is awaiting confirmation of its compliance status from NASDAQ.

On November 17, 2011, the Company received notice from the NASDAQ Listing Qualifications Staff (the "Staff") indicating that the Company did not satisfy the minimum stockholders' equity requirement and that its securities were therefore subject to delisting. The Company appealed the Staff's determination and appeared before the NASDAQ Listing Qualifications Panel in January 2012. The Panel ultimately granted the Company an extension through April 18, 2012 to evidence compliance with the stockholders' equity requirement.

---