Item 5.02 Departure of Directors or Certain Offices; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2012, DARA BioSciences, Inc, (the "Company") announced several key changes in its organizational structure. The Company announced that Christopher G. Clement, who has served as the Company's Chief Operating Officer since January 2012, has taken on the additional title and responsibilities of President. Additionally, David J. Drutz, M.D., who has served as the Company's Chief Executive Officer and President since January 2012, will remain the Company's Chief Executive Officer and will also assume the title of Chief Medical Officer. A description of the biographical information, any related party transactions and the Company's compensation arrangements with each of Mr. Clement and Dr. Drutz is set forth in the Company's Proxy Statement for the 2012 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April 5, 2012, which such description is incorporated herein by reference.

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