SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Versar, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

925297103

(CUSIP Number)

Alexander M. Wolf

Kingswood Capital Management, LLC

11777 San Vicente Blvd.

Suite 650

Los Angeles, CA 90049

Telephone: (424) 744-8238

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 22, 2017

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box  o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.   925297103
	1	Names of Reporting Persons KINGSWOOD CAPITAL MANAGEMENT, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds WC
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):  o
	6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 2,259,033(1) (2)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,259,033(1) (2)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,033(1) (2)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 20.3% (1) (2)
	14	Type of Reporting Person OO

(1)Includes 1,008,365 shares of the Issuer’s common stock (“Common Stock”) issuable upon the exercise of  the  Warrant (hereafter defined), which is currently exercisable.

Kingswood Capital Management, LLC, a Delaware limited liability company (“KCM”) and Bank of America, N.A. (“Seller”) entered into a Warrant Purchase Agreement dated as of September 22, 2017 (the “Purchase Agreement”) pursuant to which KCM purchased  the Common Stock Purchase Warrant dated as of August 9, 2017 (the “Warrant”) from Seller.  The Warrant entitles KCM to purchase from Versar, Inc. (the “Issuer”) a number of shares of the Issuer’s Common Stock equal to nine and nine tenths percent (9.9%) of the sum of (a) the number of shares of Common Stock actually outstanding at the time of exercise, plus (b) the number of shares of Common Stock issuable upon exercise of options outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of any convertible securities of the Issuer outstanding at such time, in each case, regardless of whether such options or convertible securities are actually exercisable at such time, at an exercise price per share of $0.01.   The aggregate number of shares of Common Stock issuable upon exercise of the Warrant represents 9.9 % of  the 10,097,259  shares of Common Stock outstanding, plus 88,250 shares of Common Stock issuable upon unvested RSU awards and shares of restricted stock to members of the Issuer’s Board of Directors and employees.  The foregoing numbers of shares of Common Stock outstanding and underlying RSU awards were provided by the Issuer to KCM and are as of the close of business on September 22, 2017, the most recent practical date. The 1,008,365 shares issuable upon exercise of the Warrant represents approximately 9.1% of all shares of Common Stock outstanding on September 22, 2017.

(2)Beneficial ownership of an aggregate of 1,250,668 shares of the Common Stock, is being reported hereunder solely because the Reporting Persons (as defined below) may be deemed to have beneficial ownership of such shares of Common Stock by virtue of the Tender and Support Agreements described in Items 3, 4 and 5 of this Schedule 13D (collectively, the “Tender and Support Agreements”).  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock subject to the Tender and Support Agreements.  The aggregate number of shares of Common Stock that are subject to the Tender and Support Agreements represent approximately 12.4% of all shares of Common Stock outstanding on September 22, 2017.

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SCHEDULE 13D

CUSIP No.   925297103
	1	Names of Reporting Persons KINGSWOOD GENESIS FUND I, LLC
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):  o
	6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 2,259,033(3), (4)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,259,033(3), (4)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,033(3), (4)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 20.3% (3), (4)
	14	Type of Reporting Person HC, OO

(3)Includes 1,008,365 shares of Common Stock issuable upon the exercise of  the  Warrant, which is currently exercisable.

The Warrant entitles KCM to purchase from the Issuer a number of shares of Common Stock equal to nine and nine tenths percent (9.9%) of the sum of (a) the number of shares of Common Stock actually outstanding at the time of exercise, plus (b) the number of shares of Common Stock issuable upon exercise of options outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of any convertible securities of the Issuer outstanding at such time, in each case, regardless of whether such options or convertible securities are actually exercisable at such time, at an exercise price per share of $0.01.   The aggregate number of shares of Common Stock issuable upon exercise of the Warrant represents 9.9 % of  the 10,097,259  shares of Common Stock outstanding, plus 88,250 shares of Common Stock issuable upon unvested RSU awards and shares of restricted stock to members of the Issuer’s Board of Directors and employees. The foregoing numbers of shares of Common Stock outstanding and underlying RSU awards and shares of restricted stock were provided by the Issuer to KCM and are as of the close of business on September 22, 2017, the most recent practical date. The 1,008,365 shares issuable upon exercise of the Warrant represents approximately 9.1% of all shares of Common Stock outstanding on September 22, 2017.

(4)   Beneficial ownership of an aggregate of 1,250,668 shares of the Common Stock, is being reported hereunder solely because the Reporting Persons (as defined below) may be deemed to have beneficial ownership of such shares of Common Stock by virtue of the Tender and Support Agreements described in Items 3, 4 and 5 of this Schedule 13D (collectively, the “Tender and Support Agreements”).  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock subject to the Tender and Support Agreements.  The aggregate number of shares of Common Stock that are subject to the Tender and Support Agreements represent approximately 12.4% of all shares of Common Stock outstanding on September 22, 2017.

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SCHEDULE 13D

CUSIP No.   925297103
	1	Names of Reporting Persons KW GENESIS MERGER SUB, INC.
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):  o
	6	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 2,259,033(5), (6)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,259,033(5), (6)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,033(5), (6)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 20.3% (5), (6)
	14	Type of Reporting Person CO

(5)Includes 1,008,365 shares of the Common Stock issuable upon the exercise of  the  Warrant, which is currently exercisable.

The Warrant entitles KCM to purchase from the Issuer a number of shares of Common Stock equal to nine and nine tenths percent (9.9%) of the sum of (a) the number of shares of Common Stock actually outstanding at the time of exercise, plus (b) the number of shares of Common Stock issuable upon exercise of options outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of any convertible securities of the Issuer outstanding at such time, in each case, regardless of whether such options or convertible securities are actually exercisable at such time, at an exercise price per share of $0.01.   The aggregate number of shares of Common Stock issuable upon exercise of the Warrant represents 9.9 % of  the 10,097,259  shares of Common Stock outstanding, plus 88,250 shares of Common Stock issuable upon unvested RSU awards and shares of restricted stock to members of the Issuer’s Board of Directors and employees. The foregoing numbers of Shares outstanding and underlying RSU awards were provided by the Issuer to KCM and are as of the close of business on September 22, 2017, the most recent practical date. The 1,008,365 shares issuable upon exercise of the Warrant represents approximately 9.1% of all shares of Common Stock outstanding on September 22, 2017.

(6)Beneficial ownership of an aggregate of 1,250,668 shares of the Common Stock, is being reported hereunder solely because the Reporting Persons (as defined below) may be deemed to have beneficial ownership of such shares of Common Stock by virtue of the Tender and Support Agreements described in Items 3, 4 and 5 of this Schedule 13D (collectively, the “Tender and Support Agreements”).  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock subject to the Tender and Support Agreements.  The aggregate number of shares of Common Stock that are subject to the Tender and Support Agreements represent approximately 12.4% of all shares of Common Stock outstanding on September 22, 2017.

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SCHEDULE 13D

CUSIP No.   925297103
	1	Names of Reporting Persons ALEXANDER M. WOLF
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds N/A
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e):  o
	6	Citizenship or Place of Organization UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:			7	Sole Voting Power 0
			8	Shared Voting Power 2,259,033(7), (8)
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 2,259,033(7), (8)
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,259,033(7), (8)
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 20.3% (7), (8)
	14	Type of Reporting Person IN

(7)Includes 1,008,365 shares of the Common Stock issuable upon the exercise of  the  Warrant, which is currently exercisable.

The Warrant entitles KCM to purchase from the Issuer a number of shares of Common Stock equal to nine and nine tenths percent (9.9%) of the sum of (a) the number of shares of Common Stock actually outstanding at the time of exercise, plus (b) the number of shares of Common Stock issuable upon exercise of options outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of any convertible securities of the Issuer outstanding at such time, in each case, regardless of whether such options or convertible securities are actually exercisable at such time, at an exercise price per share of $0.01.   The aggregate number of shares of Common Stock issuable upon exercise of the Warrant represents 9.9 % of  the 10,097,259  shares of Common Stock outstanding, plus 88,250 shares of Common Stock issuable upon unvested RSU awards and shares of restricted stock to members of the Issuer’s Board of Directors and employees. The foregoing numbers of shares of Common Stock  outstanding and underlying RSU awards were provided by the Issuer to KCM and are as of the close of business on September 22, 2017, the most recent practical date. The 1,008,365 shares issuable upon exercise of the Warrant represents approximately 9.1% of all shares of Common Stock outstanding on September 22, 2017.

(8)Beneficial ownership of an aggregate of 1,250,668 shares of the Common Stock, is being reported hereunder solely because the Reporting Persons (as defined below) may be deemed to have beneficial ownership of such shares of Common Stock by virtue of the Tender and Support Agreements described in Items 3, 4 and 5 of this Schedule 13D (collectively, the “Tender and Support Agreements”).  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock subject to the Tender and Support Agreements.  The aggregate number of shares of Common Stock that are subject to the Tender and Support Agreements represent approximately 12.4% of all shares of Common Stock outstanding on September 22, 2017.

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Item 1.Security and Issuer

This statement relates to the Common Stock, par value $0.01 per share (the “Shares”), issued by Versar, Inc. (the “Issuer”). The principal executive offices of the Issuer are located at 6850 Versar Center, Springfield, Virginia 22151.

Item 2.Identity and Background

This statement is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by KCM, Kingswood Genesis Fund I, LLC, a Delaware limited liability company and an affiliate of KCM (“Parent”), KW Genesis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Alexander M. Wolf, a United States citizen (“Mr. Wolf” and, together with KCM, Parent and Merger Sub, the “Reporting Persons”). The address of the principal business and the principal office of each of the Reporting Persons is 11777 San Vicente Blvd., Suite 650, Los Angeles, California 90049.

KCM is a middle market private equity firm.  The principal business of  KCM is the performance of investment management and advisory services.  Parent is principally engaged in the business of being the holding company of Merger Sub.  Merger Sub is principally engaged in the business of acquiring and holding the Common Stock.  The principal business of Mr. Wolf  is to serve as the managing member of KCM.

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.Source and Amount of Funds or Other Consideration

The Warrant was purchased by KCM with working capital.  KCM used $15,000 to purchase the Warrant reported in this Schedule 13D. 

The Tender and Support Agreements described in Item 4 of this Schedule 13D (the terms of which are hereby incorporated by reference) were entered into by Versar, Parent, Merger Sub and each of the Supporting Stockholders (as defined below in Item 4).  The Subject Shares (as defined below in Item 4) have not been purchased by any Reporting Person and no payments were made by or on behalf of any Reporting Person in connection with the execution of the Tender and Support Agreements.

The information set forth or incorporated by reference in Item 4 is incorporated by reference in this Item 3.

Item 4.Purpose of Transaction

On September 22, 2017, Parent, the Issuer and Merger Sub entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Parent has agreed to cause Merger Sub to commence a cash tender offer (the “Offer”) to purchase all of the outstanding Shares at a price per Share equal to $0.15 per share (the “Offer Price”), net to the seller in cash, without interest and subject to any required tax withholding.

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The Offer will initially expire at midnight (New York City time) on the date that is twenty five (25) business days following the commencement of the Offer. Under certain circumstances, Merger Sub will extend the Offer on one or more occasions in accordance with the terms set forth in the Merger Agreement and the applicable rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Merger Sub will not be required to extend the Offer beyond December 18, 2017.

The consummation of the Offer, and the obligation of Merger Sub to accept for payment and pay for Common Stock tendered pursuant to the Offer, are subject to: (a) there being validly tendered in the Offer and not properly withdrawn prior to the expiration date of the Offer that number of shares of Common Stock which, together with the number of shares of Common Stock (if any) then owned by Parent or any of its wholly-owned direct or indirect Subsidiaries, including Merger Sub, represents at least a majority of the Common Stock then outstanding and no less than a majority of the voting power of the shares of capital stock of the Issuer then outstanding and entitled to vote upon the adoption of the Merger Agreement and approval of the Merger, as defined below (excluding from the number of tendered shares of Common Stock, but not from the number of outstanding shares of Common Stock, Common Stock tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by Merger Sub) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”), and (b) the satisfaction by the Issuer or waiver by Merger Sub (to the extent permitted by the Merger Agreement) of certain customary conditions and requirements, including the accuracy of the Issuer’s representations and warranties, subject to certain materiality qualifiers, the performance in all material respects of the Issuer’s covenants and agreements set out in the Merger Agreement and the absence of a Company Material Adverse Effect, as defined in the Merger Agreement. The consummation of the Offer is not subject to any financing condition.

Subject to the satisfaction of (a) and (b) above, Merger Sub shall, and Parent shall cause Merger Sub to, (i) on the expiration date of the Offer (as such period may be extended pursuant to the Merger Agreement), accept for payment all shares of Common Stock validly tendered and not properly withdrawn pursuant to the Offer, and (ii) no more than three (3) Business Days thereafter, pay for all such Common Stock. Following consummation of the Offer, the Merger Agreement provides for the merger of Merger Sub with and into the Issuer (the “Merger,” and together with the Offer and the other transactions contemplated by the Merger Agreement, the “Transactions”). The Merger will be effected pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), without a meeting or vote of stockholders of the Issuer. Upon the filing of a certificate of merger with the Secretary of State of the State of Delaware with regard to the Merger (such date, the “Effective Time”), the Merger will be completed, and the Issuer will become a direct, wholly owned subsidiary of Parent (the “Surviving Corporation”).

In the Merger, each issued and outstanding share of Common Stock, other than shares of Common Stock owned by Parent, Merger Sub, or any of their respective subsidiaries, or by stockholders who have validly exercised their appraisal rights under Section 262 of the DGCL, will be converted into the right to receive an amount in cash equal to the Offer Price, without interest thereon and subject to any applicable withholding taxes.

The purpose of the Offer is to acquire control of, and ultimately following the Merger, the entire equity interest in, the Issuer while allowing the Issuer’s stockholders an opportunity to receive the Offer Price promptly by tendering their Shares into the Offer. After the consummation of the Offer, Parent and Merger Sub intend to consummate the Merger as soon as practicable, subject to the satisfaction or waiver of certain conditions. At the Effective Time, (i) the certificate of incorporation of the Issuer immediately prior to the Effective Time will be the certificate of incorporation of the Surviving Corporation, (ii) the bylaws of the Issuer immediately prior to the Effective Time will be the bylaws of the Surviving Corporation and (iii) the directors of Merger Sub and the officers of the Issuer immediately prior to the Effective Time will be the initial directors and officers of the Surviving Corporation.

Following the Merger, the Shares will no longer be traded on the NYSE American or the OTC Bulletin Board, there will be no public market for the Shares, and registration of the Shares under the Exchange Act will be terminated.

Except as set forth in this statement and in connection with the Merger described above, the Reporting Persons do not have any plan or proposals that relate to or would result in any of the transactions described in Item 4 of this Schedule 13D.

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The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the Merger Agreement, as amended, listed as Exhibit 2.1 hereto, is incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on September 27, 2017. 

Versar, Parent and Merger Sub entered into Tender and Support Agreements with each director and certain executive officers of Versar (each a “Supporting Stockholder”), each dated as of October 2, 2017 (collectively, the “Tender and Support Agreements”).  Pursuant to the Tender and Support Agreements, each Supporting Stockholder has agreed to tender, and not withdraw, all Shares beneficially owned by him or her as of the date of the Tender and Support Agreement or acquired by after such date (collectively, the “Subject Shares”) no later than five business days after the commencement of the Offer. None of the Reporting Persons paid any consideration to the Supporting Stockholders in connection with the execution and delivery of the Tender and Support Agreements.

The Supporting Stockholders have also agreed to vote the Subject Shares against certain alternative corporate transactions, each as more fully described in the Tender and Support Agreements, until (i) the Offer expires without Merger Sub having accepted for payment shares of Common Stock tendered into the Offer or (ii) the Tender and Support Agreements are terminated in accordance with their terms.  In furtherance of the Supporting Stockholders’ covenants under the Tender and Support Agreements, the Supporting Stockholders agreed toappoint Parent as their attorney-in-fact and proxy to vote the Supporting Stockholders’ Subject Shares against the corporate transactions described in the immediately preceding sentence.

Shared voting power with respect to the Subject Shares may be deemed to have been acquired through execution of the Tender and Support Agreements. The Reporting Persons have not expended any funds in connection with the execution of the Tender and Support Agreements.

Schedule A attached hereto contains the names and number of Shares beneficially held by each Supporting Stockholder (as represented to Parent and Merger Sub by each such Supporting Stockholder).

The foregoing description of the Tender and Support Agreements does not purport to be complete and is qualified in its entirety by reference to such agreements.  A copy of the form of the Tender and Support Agreement entered into by each Supporting Stockholder, listed as Exhibit 2.3 hereto, is incorporated by reference to Exhibit 99.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on October 2, 2017.

The Offer has not yet commenced. The foregoing is neither an offer to purchase nor a solicitation of an offer to sell Shares, nor is it a substitute for the tender offer materials that Parent and Merger Sub will file with the SEC upon commencement of the Offer. At the time the Offer is commenced, Parent and Merger Sub will file with the SEC a Tender Offer Statement on Schedule TO containing an offer to purchase, a form of letter of transmittal and other documents relating to the Offer, and following commencement of the Offer, the Issuer will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer.  The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. HOLDERS OF ISSUER SECURITIES ARE URGED TO READ THESE DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ISSUER SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Issuer securities at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s web site at www.sec.gov.

Item 5.Interest in Securities of the Issuer

(a)The aggregate number of Shares to which this Schedule 13D relates is 2,259,033 Shares, constituting approximately 20.3% of the outstanding Shares, which percentage is based upon (i) a total of 10,097,259 Shares outstanding as of September 22, 2017, as provided by the Issuer to KCM, and (ii) the exercise of the Warrant and the issuance of 1,008,365 Shares.  

(b)As a result of KCM’s purchase of theWarrant, the Reporting Persons may be deemed to possess shared voting power and shared dispositive power over, and therefore, beneficially own for purposes of Rule 13d-3, the 1,008,365 Shares issuable upon exercise of the Warrant.

As a result of entering into the Tender and Support Agreements, the Reporting Persons may be deemed to possess shared voting power and shared dispositive power over, and therefore, beneficially own for purposes of Rule 13d-3, the 1,250,668 Shares (as represented to Parent and Merger Sub by the Supporting Stockholders) beneficially owned by the Supporting Stockholders as describe in Item 4 of this Schedule 13D (the terms of which are hereby incorporated by reference).

The Reporting Persons are not entitled to any rights as stockholders of the Issuer as to the Shares covered by the Tender and Support Agreements, except as otherwise expressly provided in the Tender and Support Agreements. Notwithstanding the foregoing, the Reporting Persons hereby disclaim beneficial ownership of the Subject Shares and this Schedule 13D shall not be construed as an admission by the Reporting Persons that the Reporting Persons are, for any or all purposes, the beneficial owners of the Subject Shares.

(c)Except for the purchase of the Warrant and the execution of the Merger Agreement and the Tender and Support Agreements described above, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by the Reporting Persons.

(d)Other than the Supporting Stockholders, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e)Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments hereto.   A copy of such agreement is listed as Exhibit 99.1 hereto and is incorporated by reference herein.

KCM and Bank of America, N.A. (“Seller”) entered into a Warrant Purchase Agreement dated as of September 22, 2017 (the “Purchase Agreement”) pursuant to which KCM purchased  the Common Stock Purchase Warrant dated as of August 9, 2017 (the “Warrant”) from Seller.  The Warrant entitles KCM to purchase from the Issuer a number of shares of the Issuer’s Common Stock equal to nine and nine tenths percent (9.9%) of the sum of (a) the number of shares of Common Stock actually outstanding at the time of exercise, plus (b) the number of shares of Common Stock issuable upon exercise of options outstanding at such time, plus (c) the number of shares of Common Stock issuable upon conversion or exchange of any convertible securities of the Issuer outstanding at such time, in each case, regardless of whether such options or convertible securities are actually exercisable at such time, at an exercise

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price per share of $0.01.   The aggregate number of shares of Common Stock issuable upon exercise of the Warrant represents 9.9 % of  the 10,097,259  shares of Common Stock outstanding, plus 88,250 shares of Common Stock issuable upon unvested RSU awards and shares of restricted stock to members of the Issuer’s Board of Directors and employees.  The foregoing numbers of shares of Common Stock outstanding and underlying RSU awards were provided by the Issuer to KCM and are as of the close of business on September 22, 2017, the most recent practical date.

KCM intends to exercise the Warrant and transfer the Shares issued thereunder to Merger Sub.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to such agreement.  A copy of the Purchase Agreement is listed as Exhibit 2.2 hereto and is incorporated by reference herein.

The information set forth under Items 3, 4 and 5 above and the agreements set forth on the Exhibits attached hereto are incorporated herein by reference.

Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, among the Reporting Persons or between the Reporting Persons and any other person, with respect to any securities of Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities.

Item 7.Material to Be Filed as Exhibits

2.1	Amended and Restated Agreement and Plan of Merger, dated as of September 22, 2017, by and among Kingswood Genesis Fund I, LLC, KW Genesis Merger Sub, Inc. and Versar, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Versar, Inc. with the SEC on September 27, 2017).
2.2	Warrant Purchase Agreement, dated as of September 22, 2017, between Kingswood Capital Management, LLC and Bank of America, N.A.*
2.3	Form of Tender and Support Agreement (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Versar, Inc. with the SEC on October 2, 2017).
99.1	Joint Filing Agreement, dated as of September 28, 2017, by and among Kingswood Capital Management, LLC, Kingswood Genesis Fund I, LLC, KW Genesis Merger Sub, Inc. and Alexander M. Wolf.*

*Filed herewith.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	KINGSWOOD CAPITAL MANAGEMENT, LLC
Date: October 2, 2017	/s/ Alexander M. Wolf
	Name:	Alexander M. Wolf
	Title:	Managing Member
	KINGSWOOD GENESIS FUND I, LLC
Date: October 2, 2017	/s/ Alexander M. Wolf
	Name:	Alexander M. Wolf
	Title:	President
Date: October 2, 2017	KW GENESIS MERGER SUB, INC.
	/s/ Alexander M. Wolf
	Name:	Alexander M. Wolf
	Title:	President
Date: October 2, 2017
	/s/ Alexander M. Wolf
	Alexander M. Wolf

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SCHEDULE A

Stockholder Name	Stockholder Title	Number of Shares Beneficially Owned(1)
Paul J. Hoeper	Director	139,090
Robert L. Durfee	Director	602,913
James L. Gallagher	Director	66,890
Amoretta M. Hoeber	Director	65,290
Amir A. Metry	Director	83,019
Anthony L. Otten	Director, Chief Executive Officer	128,442
Frederick M. Strader	Director	33,500
Jeffrey A. Wagonhurst	Director, President and Chief Executive Officer	84,846
Linda M. McKnight	Senior Vice President, Business Development	23,998
James D. Villa	Senior Vice President, General Counsel, Secretary, Chief Compliance Officer	22,680

(1)As of September 22, 2017, as provided by the Supporting Stockholders.

EX-2.2

Exhibit 2.2

WARRANT PURCHASE AGREEMENT

THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of September 22, 2017, is made by and between Kingswood Capital Management, LLC (“Buyer”) and Bank of America, N.A. (the “Holder”).  Buyer and Holder are referenced throughout as the “parties” and each a “party.” Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Common Stock Purchase Warrant dated as of August 9, 2017 issued by Versar, Inc. (the “Company”) in favor of Holder (the “Warrant”).  The Company has executed this Agreement for purposes of waiving certain requirements set forth in Section 7(c) of the Warrant.

WHEREAS, the Company and Holder are parties to the Warrant, pursuant to which, among other things, the Company has granted Holder the right to purchase from the Company the Warrant Shares, subject to the terms, conditions and adjustments provided in the Warrant; and

WHEREAS, the Buyer wishes to purchase from the Holder, and the Holder has agreed to transfer and sell to the Buyer, the Warrant with the price paid for the Warrant as set forth in Section 2(a) hereto, in accordance with and subject to the terms set forth below (such mutual agreement to purchase, transfer and sell the Warrant being herein referred to as the “Purchase”);

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

1.Definitions

(a)Certain Terms.  The following terms (whether or not underlined) when used in this Agreement, including its preamble and recitals, shall have the following meanings (such definitions to be equally applicable to the singular and plural forms thereof):

“Buyer” is defined in the preamble.

“Closing Date” shall mean September 22, 2017.

“Closing” is defined in Section 2(a).

“Company” is defined in the preamble.

“Governmental Authority” means any nation, government, branch of power (whether executive, legislative or judicial), state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to government, including without limitation regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or regulation-making organizations or entities of any state, territory, county, city or other political subdivision of any country, in each case whether U.S. or non-U.S.

“Holder” is defined in the recitals.

“Organic Documents” means for any Person, its certificate of incorporation, memorandum and articles of association, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting trusts and similar arrangements applicable to such Person’s Capital Stock.

“Purchase” is defined in the recitals.

“Warrant Purchase Amount” is defined in Section 2(a).

“Warrant” is defined in the recitals.

2.Purchase of Warrant.

(a)Closing Conditions.  Upon the consummation of all of the following, Holder shall be deemed to have sold, assigned and transferred, and the Buyer shall be deemed to have purchased, the Warrant:

(i)the Holder’s receipt of an aggregate purchase price of $15,000.00 (the “Warrant Purchase Amount”) via wire transfer to an account designated by Holder,

(ii)Buyer’s execution and delivery of this Agreement,

(iii)Buyer’s execution and delivery of a signature page to a Notice of Assignment as set forth on Schedule A hereto; and

(iv)Holder’s execution and delivery of a signature page to a Notice of Assignment as set forth on Schedule A hereto (such time as all of the following have occurred, the “Closing”).

(b)Delivery of Warrant. Holder agrees, promptly following the Closing, to deliver the original Warrant and the Notice of Assignment to the Company such that the Company may issue to Buyer a replacement Warrant in accordance with the terms of the Warrant.

(c)Further Assurances.  Each of the parties hereto agrees to use its reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable, and to execute and deliver such documents and other papers, as may be reasonably requested by the other party hereto in order to consummate and evidence the transactions contemplated herein.

3.Representations and Warranties of the Holder.  The Holder hereby represents and warrants, as of the Closing Date, as follows:

(a)Ownership. The Holder is the sole owner of, and has good title to, the Warrant.

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(b)Due Authorization. The execution and delivery by Holder of this Agreement and the performance by Holder of its obligations hereunder have been duly authorized by all necessary corporate or similar action.

(c)Due Execution and Delivery. This Agreement has been duly executed and delivered by the Holder and that it constitutes a valid and binding agreement of the Holder, enforceable against the Holder in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)No Conflict. The execution and delivery of this Agreement does not, and will not, conflict with any agreement, order or other instrument binding upon the Holder.

4.Representations and Warranties of the Buyer.  Buyer hereby represents and warrants, as of each Closing Date, as follows:

(a)Power and Authority.  Buyer is validly existing and in good standing under its jurisdiction of organization and has the requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)Due Authorization.  The execution and delivery by Buyer of this Agreement and the performance by Buyer of its obligations hereunder have been duly authorized by all necessary corporate or similar action.

(c)Due Execution and Delivery.  This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable in accordance with its, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

(d)No Conflicts.  The execution, delivery and performance by Buyer of this Agreement (including the payment of its ratable portion of the Warrant Purchase Amount as provided herein and on the dates set forth herein) does not and will not (or appropriate waiver(s) from the applicable party or parties has been obtained such that this Agreement does not and will not) (i) violate, conflict with or result in the breach of any provision of such Buyer’s Organic Documents or any resolution adopted by the board of directors or stockholders of such Buyer, or (ii) conflict with or violate any law, regulation, order, writ, judgment, injunction, decree or other stipulation or award by any Governmental Authority applicable to the Company or any of its assets or properties.

(e)No Finder’s Fee, Broker’s Fee, etc.  Buyer has not, directly or indirectly, dealt with any person acting in the capacity of a finder or broker, in connection with the transactions contemplated by this Agreement.

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(f)Investment.  The Buyer is acquiring the Warrant, and any Warrant Shares that it may acquire upon exercise of the Warrant, for investment for its own account, the accounts of its Affiliates or the accounts of Persons for whom the Buyer exercises discretionary investment authority (all of whom the Buyer hereby represents and warrants are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act), not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution of the Warrant or the Warrant Shares.  The Buyer has been advised and understands that the Warrant has not been, and the Warrant Shares at the time of their issuance may not be, registered under the Securities Act or any state securities laws, by reason of a specific exemption from the registration provisions of the Securities Act and applicable state securities laws, which depends upon, among other things, the bona fide nature of the investment intent as expressed herein.  Accordingly, if the Buyer should in the future decide to dispose of the Warrant or any of the Warrant Shares, the Buyer understands and agrees that it may do so only in compliance with the Securities Act and any applicable state securities law, as then in effect, including a sale contemplated by any registration statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act.  By executing this Agreement, the Buyer further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant direct participation to any third Person with respect to the Warrant or any of the Warrant Shares.

(g)Nature of the Buyer.  The Buyer is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission pursuant to the Securities Act, and the Buyer shall submit to the Holder such further assurances of such status as may be reasonably requested by the Holder.  The Buyer (i) has the knowledge, sophistication and experience in making similar investments and in business and financial matters necessary to evaluate the merits and risks of the purchase of the Warrant, (ii) has carefully reviewed and understands the risks of, and other considerations relating to the purchase of the Warrant and the tax consequences of the investment, (iii) has no need for liquidity of the investment in the Warrant and has the ability to bear the economic risks of such investment, and (iv) at the present time, can afford a complete loss of such investment.

(h)Receipt of Information.  The Buyer has received all the information it considers necessary or appropriate for deciding whether to acquire the Warrant. The Buyer has had an opportunity to ask questions and receive answers from the Holder regarding the terms and conditions of the Holder’s sale of the Warrant and the business and financial condition of the Company and to obtain additional information necessary to verify the accuracy of any information furnished to it or to which it had access. The Buyer has not received, or is not relying on, any representations or warranties from the Holder, other than as provided herein.  The Buyer has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition, and prospects of the Company, which investigation, review and analysis was done by the Buyer and, to the extent Buyer deemed appropriate, by the Buyer’s Representatives.  In entering into this Agreement, the Buyer acknowledges that it has relied upon the aforementioned investigation, review and

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analysis and not on any factual representations or opinions of the Holder (except the specific representations and warranties of the Holder set forth in Section 3 of this Agreement).

(i)Restricted Securities and Non-Reliance.  (i) The Buyer understands that the Warrant is, and upon exercise the Warrant Shares may be, characterized as a “restricted security” under the U.S. federal securities laws inasmuch as they are being acquired from the Holder in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances.  Consequently, the Buyer understands that it will be required to retain ownership of the Warrant and Warrant Shares and bear the economic risks of the investment in the Warrant and Warrant Shares for an indefinite period of time.  In this connection, the Buyer represents that it is knowledgeable with respect to Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.  The Buyer understands that no public market exists for the Warrant and that such a market may never develop. (ii) The Buyer understands that neither the Holder nor any of its Affiliates is acting as a financial advisor or fiduciary of the Buyer (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and thereby, and no investment advice has been given by the Holder or any of its respective Representatives in connection with this Agreement and the transactions contemplated hereby and thereby.  The Buyer acknowledges that the Holder has not provided any accounting, legal or tax advice to the Buyer, but the Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Warrant.  The Buyer understands and acknowledges that its purchase of the Warrant involves a high degree of risk and uncertainty.

(j)Reliance by the Holder.  The Buyer understands and acknowledges that the Warrant is being offered and sold to it in reliance on a specific exemption from the registration requirements of U.S. federal and state securities laws and that the Holder is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth in this Agreement in order to determine the availability of such exemption and the eligibility of the Buyer to acquire the Warrant.

(k)Restrictive Legend.  The Buyer understands that there are substantial restrictions on the transferability of the Warrant and the Warrant Shares and that the certificates evidencing the Warrant will bear a restrictive legend in the form set forth in the Warrant, in addition to any legends required by applicable law.

(l)No General Solicitation; No Advertising.  The Buyer acknowledges that neither the Holder nor any other Person offered to sell the Warrant to it by means of any form of general solicitation or general advertising, including, but not limited to: (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television, radio or the internet or (b) any seminar or meeting whose attendees were invited by any general solicitation or general advertising.

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(m)No Governmental Review.  The Buyer acknowledges that no federal or state agency has passed upon the Warrant or made any finding or determination as to the fairness or advisability of any investment therein.

(n)Holder Counsel Does Not Represent the Buyer.  The Buyer understands and acknowledges that Moore & Van Allen PLLC represents the Holder, and not the Buyer, in connection with the sale of the Warrant to which this Agreement relates.

(o)Information Not Disclosed.  (i) The Buyer acknowledges and understands that (i) the Holder and its Affiliates possess material nonpublic information regarding the Company not known to the Buyer that may impact the value of the Warrant, including, without limitation, (y) information otherwise received from the Company on a confidential basis, and (z) information received on a privileged basis from the attorneys and financial advisers representing the Company and its Board of Directors (collectively, the “Information”), and that the Holder is not disclosing the Information to the Buyer. The Buyer understands, based on its experience, the disadvantage to which the Buyer is subject due to the disparity of information between the Holder and the Buyer. Notwithstanding such disparity, the Buyer has deemed it appropriate to enter into this Agreement and to consummate the transactions contemplated by this Agreement. (ii) the Buyer agrees that none of the Holder or its affiliates, principals, stockholders, partners, employees and agents shall have any liability to the Buyer or its affiliates, principals, stockholders, partners, employees, agents, grantors or beneficiaries, whatsoever due to or in connection with the Holder’s use or non-disclosure of the Information or otherwise as a result of the transactions contemplated by this Agreement, and the Buyer hereby irrevocably waives any claim that it might have based on the failure of the Holder to disclose the Information.  (iii) The Buyer acknowledges that (A) the Holder is relying on the Buyer’s representations, warranties, acknowledgments and agreements in this Agreement as a condition to proceeding with the transactions contemplated by this Agreement; and (B) without such representations, warranties and agreements, the Holder would not enter into this Agreement or engage in the transactions contemplated by this Agreement.

5.Miscellaneous.

(a)Severability.  In case any provision of or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

(b)Cross-References; Headings.  References in this Agreement to any Section are, unless otherwise specified, to Section of this Agreement.  Headings and captions used in this Agreement are included for convenience of reference only and shall not be given any substantive effect.

(c)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

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(d)Counterparts.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart.  Delivery of an executed counterpart of a signature page to this Agreement by facsimile (or other electronic transmission) shall be effective as delivery of a manually executed counterpart of this Agreement.

(e)Notices.  All notices, requests, consents and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given, delivered and received (a) upon personal delivery, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next Business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business day after the Business day of deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt, in each case to the intended recipient. All communications shall be sent to the respective parties at their addresses as set forth on the signature pages hereto, or to such email address, facsimile number, or address as subsequently modified by written notice given in accordance with this Section 5(f). If notice is given to a Holder, a copy (which shall not constitute notice) shall also be sent to James R. Langdon, Moore & Van Allen PLLC, 100 N. Tryon Street, Suite 4700, Charlotte, NC 28202.

(f)Amendment and Waivers. Any term of this Agreement may be amended only with the written consent of the Buyer and the Holder. The observance of any term of this Agreement may be waived by the Holder or the Buyer (either generally or in a particular instance and either retroactively or prospectively) only if such waiver is in writing and signed by the party to be bound thereby.

(g)Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

BANK OF AMERICA, N.A.
By:	/s/ Heather Strickland
	Name:	Heather Strickland
	Title:	Senior Vice President
Address:
Bank of America, N.A.
100 N. Tryon St. 27th Floor
NC1-007-27-02
Charlotte, NC  28255
Attn: Heather Strickland

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, as of the day and year first above written.

BUYER:
KINGSWOOD CAPITAL MANAGEMENT, LLC
By:	/s/ Alex Wolf
Name:	Alex Wolf
Title:	Authorized Signatory
Address:
11777 San Vicente Blvd., Suite 650
Los Angeles, CA 90049

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IN WITNESS WHEREOF, the Company hereby acknowledges and accepts the execution of this Agreement, as of the day and year first above written for purposes of (i) waiving the obligation of Holder to deliver to the Company an opinion of legal counsel in connection with the transfer contemplated by this Agreement, and (ii) approving the form of assignment attached hereto as Schedule A.

COMPANY:
VERSAR, INC.,
By:	/s/ James D. Villa
Name:	James D. Villa
Title:	Senior Vice President and General Counsel
Address:

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Schedule A

Notice of Assignment

NOTICE OF ASSIGNMENT FORM

FOR VALUE RECEIVED, the Holder (the “Assignor”) hereby sells, assigns and transfers all of the rights of the undersigned Assignor under the attached Warrant with respect to the number of shares of common stock of Versar, Inc. (the “Company”) covered thereby set forth below, to the following “Assignee” and, in connection with such transfer, represents and warrants to the Company that the transfer is in compliance with the provisions of Section 7 of the Warrant (other than those which have been waived by the Company) and with applicable federal and state securities laws:

NAME OF ASSIGNEE	ADDRESS/FAX NUMBER
KINGSWOOD CAPITAL MANAGEMENT, LLC	11777 San Vicente Blvd., Suite 650
	Los Angeles, CA 90049

Number of shares:	BANK OF AMERICA, N.A.
Dated: September    , 2017
	Signature:
	By: Heather Strickland
	Its: Senior Vice President

ASSIGNEE ACKNOWLEDGMENT

The undersigned Assignee acknowledges that it has reviewed the attached Warrant and by its signature below it hereby represents and warrants that it is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended, and agrees to be bound by the terms and conditions of the Warrant as of the date hereof, including Section 7 thereof.

KINGSWOOD CAPITAL MANAGEMENT, LLC
Signature:
By:	Alex M. Wolf
Its:	Authorized Signatory

Address:

11777 San Vicente Blvd., Suite 650

Los Angeles, CA 90049

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EX-99.1

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Versar, Inc.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated:           September 28, 2017	KINGSWOOD CAPITAL MANAGEMENT, LLC
	By:	/s/ Alexander M. Wolf
		Alexander M. Wolf
		Managing Member

KINGSWOOD GENESIS FUND I, LLC
By:	/s/ Alexander M. Wolf
	Alexander M. Wolf
	President

KW GENESIS MERGER SUB, INC.
By:	/s/ Alexander M. Wolf
	Alexander M. Wolf
	President

/s/ Alexander M. Wolf

Alexander M. Wolf