UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF

~~The~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~report~~Report (Date of earliest event reported): December 2 4, 2015

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

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

(Exact Name of Registrant as Specified in Charter)

	8601 Six Forks Road, Suite 160, Raleigh, NC		27615
Delaware		0-19410		04-3216862
	(Address of principal executive offices)		(Zip Code)
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

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

8601 Six Forks Road

Suite 160

Raleigh, North Carolina

27615

(Address of principal executive offices)

(Zip Code)

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code: (919) 872-5578

~~(Former~~DARA ~~name or former address~~BioSciences, ~~if changed since last report~~Inc.)

(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 (see General Instruction A.2. below):

¨ 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))

~~Item~~¨ ~~5.07. Submission~~Soliciting ofmaterial ~~Matters~~pursuant to aRule ~~Vote~~14a-12 ofunder ~~Security~~the ~~Holders~~Exchange Act (17 CFR 240.14a-12)

On¨ ~~December~~Pre-commencement 2,communications ~~2015,~~pursuant ~~DARA~~to ~~BioSciences,~~Rule ~~Inc.~~ 14d-2(~~the “Company”~~b) ~~held~~under athe ~~special~~Exchange ~~meeting~~Act ~~of its stockholders~~ (~~the~~17 ~~“Special~~CFR ~~Meeting”)~~240. ~~There were 19,755,595 shares of common stock issued and outstanding and entitled to vote at the meeting as of October 16, 2015~~ 14d-2(~~the record date for the Special Meeting~~b) and there were 10,902,622 shares of common stock represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. Each share of common stock was entitled to one vote for each of the following proposals.)

A¨ ~~summary~~Pre-commencement ofcommunications ~~the~~pursuant ~~voting~~to ~~results~~Rule ~~for~~13e-4(c) ~~the~~under ~~following proposals, each of which is described in detail in~~ the ~~Company’s definitive proxy statement that was filed with the Securities and~~ Exchange ~~Commission~~Act on(17 ~~October~~CFR ~~22, 2015 and first mailed to the Company’s stockholders on or about October 26, 2015, is set forth below:~~240.13e-4(c))

~~Proposal~~Item ~~1: Adoption~~2.01 Completion of ~~the~~Acquisition ~~Merger~~or ~~Agreement~~Disposition of Assets

~~The~~On ~~Company’s~~December 4, ~~stockholders~~2015, ~~adopted~~Midatech Pharma ~~the~~PLC (“Midatech”) completed its previously announced acquisition of DARA BioSciences, Inc., a Delaware corporation (“DARA”), pursuant to an Agreement and Plan of Merger, dated as of June 3, 2015 (the “Merger Agreement”), by and among ~~the~~Midatech, ~~Company~~Merlin Acquisition Sub, ~~Midatech~~Inc., ~~Pharma~~a ~~PLC~~wholly owned subsidiary of Midatech (“~~Midatech~~Merger Sub”), ~~Merlin~~Duke Acquisition Sub, Inc., ~~Duke~~a ~~Acquisition~~wholly owned subsidiary of Midatech (“Secondary Merger Sub”), ~~Inc.,~~DARA and Shareholder Representative Services, LLC, solely as representative of ~~DARA’s~~the stockholders of DARA (the “Stockholder Representative”). Under the terms of the Merger Agreement, ~~pursuant~~Merger toSub ~~which~~merged with and into DARA (the ~~Company~~“First ~~will~~Step Merger”), ~~become~~with DARA being the surviving corporation of the First Step Merger and a wholly owned subsidiary of Midatech (the “Surviving Corporation”). ~~The~~ Immediately following ~~were~~the First Step Merger, the ~~tabulated~~Surviving ~~votes~~Corporation ~~“For”~~merged with and ~~“Against”~~into ~~this~~Secondary ~~proposal~~Merger Sub, aswith ~~well~~Secondary Merger Sub surviving as ~~the~~a ~~number~~wholly owned subsidiary of Midatech under the name Midatech Pharma US Inc. (the “~~Abstentions~~Second Step Merger,”: and together with the First Step Merger, the “Mergers”).

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

Pursuant to the terms and subject to the conditions of the Merger Agreement, each outstanding share of DARA common stock was converted into the right to receive, without interest, a combination of (i) 0.272 (the “Exchange Ratio”) ordinary shares of Midatech, nominal value 0.0005p (the “Ordinary Shares”), (ii) one contingent value right (“CVR”), which represents the right to receive contingent payments if specified milestones are achieved within agreed time periods, subject to and in accordance with the terms and conditions of that certain Contingent Value Rights Agreement dated as of December 4, 2015 (the “CVR Agreement”), by and among Midatech, DARA, the Stockholder Representative, and American Stock Transfer & Trust Company, LLC, as the initial rights agent under the CVR Agreement and (iii) cash payable in lieu of any fractional Depositary Shares (as defined herein) (collectively, the “Merger Consideration”). All Ordinary Shares delivered to the holders of DARA common stock are in the form of American Depositary Receipts, each representing the right to receive two Ordinary Shares (the “Depositary Shares”).

~~Proposal~~Additionally, pursuant ~~2: Approval~~to the terms and subject to the conditions of the Merger Agreement, oneach anshare ~~Advisory~~of DARA’s issued and outstanding Series A Convertible Preferred Stock, ~~Non~~Series B-~~Binding~~2 ~~Basis,~~Convertible ofPreferred ~~Compensation~~Stock ~~that~~and ~~May~~Series BeC-1 ~~Paid~~Convertible orPreferred ~~Become~~Stock ~~Payable~~was converted ininto ~~Connection~~the ~~with~~right to receive, without interest, $1,000 in cash (the ~~Merger~~“Preferred Stock Consideration”).

~~The~~Each ~~Company’s~~outstanding and ~~stockholders~~unexercised ~~approved,~~warrant onto anpurchase ~~advisory~~shares of DARA common stock (the “Warrant”) as of immediately prior to the effective time of the First Step Merger was assumed or substituted by Midatech in accordance with the terms of such Warrant and, as ~~non-binding~~of ~~basis~~the effective time of the First Step Merger, (i) is exercisable for (A) the ~~compensation~~number of whole shares of Ordinary Shares equal to the product of the number of shares of DARA common stock that ~~may~~were beissuable ~~paid~~upon orexercise ~~become~~of ~~payable~~such Warrant immediately prior to the ~~Company’s~~effective ~~named~~time ~~executive~~of ~~officers~~the inFirst ~~connection~~Step ~~with~~Merger multiplied by the ~~merger~~Exchange Ratio, rounded down to the nearest whole number of shares of Ordinary Shares and (B) one CVR multiplied by the ~~agreements~~total ornumber ~~understandings~~of ~~pursuant~~shares of DARA common stock that were issuable upon exercise of such Warrants immediately prior to the effective time of the First Step Merger, and (ii) the per share exercise price for each share of Ordinary Shares issuable upon exercise of Warrants so converted will be equal to the quotient determined by dividing the exercise price per share of common stock at which such ~~compensation~~Warrant ~~may~~was beexercisable ~~paid~~immediately orprior ~~become~~to ~~payable. The~~the ~~following~~effective ~~were~~time of the ~~tabulated~~First ~~votes~~Step ~~“For”~~Merger ~~and~~by ~~“Against”~~the ~~this~~Exchange ~~proposal~~Ratio, asrounded ~~well~~up asto the ~~number~~nearest whole cent. All Ordinary Shares delivered to the holders of ~~“Abstentions”:~~Warrants will be delivered in the appropriate amount of Depositary Shares.

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

Subject to certain exceptions set forth in the Merger Agreement, each outstanding and unexercised option to acquire DARA common stock (the “Stock Options”) became fully vested and

In exercisable ~~connection~~immediately ~~with~~prior to the ~~Special~~effective ~~Meeting,~~time of the ~~Company~~First ~~also~~Step ~~solicited~~Merger. ~~proxies~~Stock Options that remained outstanding and unexercised were assumed by Midatech and will vest in accordance with their ~~respect~~vesting schedule pursuant to the ~~adjournment~~same ofmaterial ~~the~~terms ~~Special~~and ~~Meeting~~conditions toas aset ~~later~~forth ~~date~~in orthe ~~time,~~applicable ifagreement ~~necessary~~under orwhich ~~appropriate,~~such Stock Option was granted immediately prior to ~~solicit~~the ~~additional~~effective ~~proxies~~time ifof ~~there~~the ~~were~~First ~~insufficient~~Step ~~votes~~Merger, provided that at the effective time of the ~~Special~~First ~~Meeting~~Step orMerger, ~~any~~(i) each ~~adjournment~~Stock orOption ~~postponement~~was ~~thereof~~exercisable for that number of whole shares of Ordinary Shares equal to ~~approve~~the ~~Proposals~~product 1of ~~and~~(A) the ~~2. As~~number ~~there~~of shares of DARA common stock that were ~~sufficient~~issuable ~~votes~~upon atexercise of such Stock Option immediately prior to the effective time of the ~~Special~~First ~~Meeting~~Step toMerger ~~approve~~multiplied ~~Proposals~~by 1(B) the ~~and~~Exchange 2Ratio, rounded down to the ~~adjournment~~nearest orwhole ~~postponement~~number of ~~the~~shares ~~Special~~of ~~Meeting~~Ordinary toShares, ~~solicit~~and ~~additional~~(ii) the ~~proxies~~per share exercise price for ~~such~~each share ~~purpose~~of Ordinary Shares issuable upon exercise of each Stock Option so converted was ~~unnecessary~~equal ~~and~~to the quotient determined by dividing the exercise price per share of common stock at which such ~~proposal~~Stock Option was ~~not~~exercisable ~~submitted~~immediately prior to the effective ~~Company’s~~time ~~stockholders~~of ~~for~~the ~~approval~~First atStep Merger by the ~~Special~~Exchange ~~Meeting~~Ratio, rounded up to the nearest whole cent. All Ordinary Shares delivered to the holders of Stock Options will be delivered in the appropriate amount of Depositary Shares.

The ~~merger~~total ~~transactions~~consideration ~~contemplated~~payable into ~~the~~(i) DARA ~~Merger~~common ~~Agreement~~stockholders ~~remain~~(other ~~subject~~than with respect to ~~customary~~any ~~closing~~CVR ~~conditions~~payment, if any, and ~~are~~cash ~~expected~~in tolieu ~~close~~of fractional inDepositary ~~the~~Shares) ~~next~~is ~~week~~approximately 5.4 million Ordinary Shares and (ii) holders of DARA preferred stock is $635,000 in cash.

~~Item~~The 8foregoing description of the Merger Agreement and the Mergers is not complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.~~01. Other~~1 ~~Events~~to DARA’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2015, and is incorporated herein by reference.

OnItem ~~December 2, 2015, the Company issued a press release announcing the results of the Special Meeting~~3. A01 ~~copy~~Notice of ~~such~~Delisting ~~press~~or ~~release~~Failure ~~is attached as Exhibit 99.1~~ to ~~this~~Satisfy ~~Form~~a ~~8-K~~Continued ~~and~~Listing isRule ~~incorporated~~or ~~herein~~Standard; byTransfer ~~reference~~of Listing.

~~Item~~In 9connection with the completion of the Mergers, DARA notified the NASDAQ Stock Market LLC (“NASDAQ”) that each outstanding share of DARA common stock was converted into the right to receive the Merger Consideration as described above under Item 2.01 and requested that NASDAQ file a notification of removal from listing on Form 25 with the SEC with respect to DARA’s common stock. ~~Financial~~NASDAQ ~~Statements~~filed ~~and~~the ~~Exhibits~~Form 25 with the SEC on December 4, 2015. As a result, trading of DARA’s common stock on NASDAQ was suspended on December 4, 2015.

~~The~~Item ~~exhibits~~3.03 ~~required~~Material Modification to beRights ~~filed as a part~~ of ~~this~~Security ~~Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.~~Holders

~~Forward-Looking~~The ~~Statements~~disclosure contained in Item 2.01 and Item 3.01 above and in Item 5.03 below is incorporated herein by reference.

~~Certain~~Item ~~statements in this Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~5. ~~Forward-looking~~01 ~~statements~~Change are made on the basis of the current beliefs, expectations and assumptions of the management of the Company regarding future events and are subject to significant risks and uncertainty. Statements regarding the Company’s expected performance in ~~the~~Control ~~future are forward-looking statements. Examples~~ of forward-looking statements include, without limitation, statements about the closing date of the Merger Agreement and the satisfaction of conditions precedent to the closing of the Merger Agreement and the transactions 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.Registrant

The ~~forward-looking~~disclosure ~~statements~~contained ~~included~~ in ~~this~~Item 2.01 ~~Form~~above ~~8-K~~is incorporated ~~are~~herein ~~made~~by ~~only~~reference. asMidatech offunded the ~~date~~cash ofpaid ~~this~~in ~~Form~~lieu ~~8-K. The~~of ~~Company~~fractional ~~undertakes~~Depositary noShares ~~obligation~~and toPreferred ~~update~~Stock ~~the~~Consideration ~~forward-looking~~from ~~statements~~cash toon ~~reflect subsequent events or circumstances~~hand.

~~SIGNATURES~~To the knowledge of DARA, except as set forth herein, there are no arrangements, including any pledge by any person of securities of DARA, the operation of which may at a subsequent date result in a further change in control of DARA.

Item 5.02

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

In connection with the consummation of the Mergers and in accordance with the Merger Agreement, each of the then-current directors of DARA resigned from their positions as directors of DARA effective as of the effective time of the First Step Merger.

Pursuant to the Merger Agreement, as of the effective time of the Second Step Merger, the director of Secondary Merger Sub, James N. Phillips, became the sole director of the surviving entity.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As a result of the consummation of the Mergers, the Amended and Restated Certificate of Incorporation of Secondary Merger Sub became the Amended and Restated Certificate of Incorporation of the surviving entity (the “Amended Certificate of Incorporation”), and the bylaws of Secondary Merger Sub became the bylaws of the surviving entity (the “Amended Bylaws”).

In addition, on December 4, 2015, the surviving entity filed a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to change its name to Midatech Pharma US Inc.

The Amended Certificate of Incorporation, the Certificate of Amendment and the Amended Bylaws are filed as Exhibit 3.1, Exhibit 3.2 and Exhibit 3.3 hereto, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation.

3.2		Certificate of Amendment.

3.3		Bylaws.

SIGNATURE

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.

	DARA BioSciences, Inc.
			MIDATECH PHARMA US INC.
Date: December 2, 2015	By:	/s/ Christopher G. Clement
Date: December 4, 2015			By:	/s/ James N. Phillips
		Christopher G. Clement
				James N. Phillips President
		President and Chief Executive Officer

~~EXHIBIT~~Exhibit ~~INDEX~~Index

Exhibit No.		Description
99.1		Press Release issued by DARA BioSciences, Inc. on December 2, 2015
3.1		Amended and Restated Certificate of Incorporation.
3.2		Certificate of Amendment.
3.3		Bylaws.

Filing Compare · Midatech Pharma US Inc.