Exhibit 4.1

DESCRIPTION OF THE SECURITIES OF CALAVO GROWERS, INC. REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

Calavo Growers, Inc. (“Calavo,” “we,” “our,” and “us”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (the “common stock”).

The following description of our common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to (1) our Articles of Incorporation, as amended (the “Articles of Incorporation”), and (2) our Amended and Restated Bylaws (the “Bylaws”), each of which is filed as an exhibit to our Annual Report on Form 10‑K, as amended, of which this Exhibit 4.1 is a part. We encourage you to read the Articles of Incorporation and the Bylaws, as well as the applicable provisions of the California General Corporation Law, for additional information.

We have authority to issue 100,000,000 shares of common stock. As of January 31, 2020, 17,614,233 shares of our common stock were issued and outstanding, all of which are fully paid and nonassessable.

We have one class of common stock. Holders of our common stock are entitled to one vote per share on all matters to be voted upon by shareholders, provided that shareholders have cumulative voting rights in the election of directors. Holders of shares of common stock are entitled to receive on a pro rata basis such dividends, if any, as may be declared from time to time by our board of directors in its discretion from funds legally available for that use. They are also entitled to share on a pro rata basis in any distribution to shareholders upon our liquidation, dissolution or winding up. Common shareholders do not have preemptive rights to subscribe to any additional stock issuances by us, and they do not have the right to require the redemption of their shares or the conversion of their shares into any other class of our stock.

The following provisions of our Bylaws may have the effect of discouraging, delaying or preventing someone from acquiring us or merging with us, which might cause the market price of our common stock to decline or prevent shareholders from realizing a premium over the market price of their shares:

The transfer agent and registrar of our common stock is Computershare Trust Company, N.A.; P.O. Box 505000, Louisville, Kentucky 40233-5000. Its telephone number is (800) 962‑4284.

Our common stock is traded on the NASDAQ Global Select Market under the symbol “CVGW.”

Exhibit 23.2

Consent of Independent Auditors

We consent to the incorporation by reference in Registration Statements on Form S-3 (No. 333-180597, No. 333-191702, and No. 333-199754) and Form S-8 (No. 333-132175, No. 333-179101, and No. 333-75378) of Calavo Growers, Inc. of our report dated March 30, 2020, relating to the financial statements of FreshRealm, LLC included in Amendment No. 1 to the Annual Report on Form 10-K of Calavo Growers, Inc. for the year ended October 31, 2019, filed with the Securities and Exchange Commission.

Exhibit 31.1

CERTIFICATION

I, James Gibson, certify that:

1.            I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the year ended October 31, 2019 (the “report”) of Calavo Growers, Inc. (the “registrant”);

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

Exhibit 31.2

CERTIFICATION

I, Joel Silva, certify that:

1.            I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K for the year ended October 31, 2019 (the “report”) of Calavo Growers, Inc. (the “registrant”);

2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.            Based on my knowledge, the financial statements and other financial information included in this report, fairly present, in all material respects, the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

Exhibit 32

WRITTEN STATEMENT OF CHIEF EXECUTIVE OFFICER

AND CHIEF FINANCIAL OFFICER

Each of the undersigned, the Chief Executive Officer, and Corporate Controller (Interim Principal Financial Officer) of Calavo Growers, Inc. (the “Company”), hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge, this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended October 31, 2019, as amended with the Securities and Exchange Commission on the date hereof (jointly, the “Report”), fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  March 30, 2020

Table of Contents

Report of Independent Auditors

To the Members and Board of Managers
FreshRealm, LLC

Report on Financial Statements

We have audited the accompanying financial statements of FreshRealm, LLC, which comprise the balance sheets as of December 28, 2019 and December 31, 2018, and the related statements of operations, members’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of FreshRealm, LLC as of December 28, 2019 and December 31, 2018, and the results of their operations and their cash flows for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 2 to the financial statements, the Company has incurred recurring losses from operations and has accumulated deficits that raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and circumstances and management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

/s/ Moss Adams LLP

Los Angeles, California
March 30, 2020

FreshRealm, LLC

Balance Sheets

FreshRealm, LLC

Statements of Operations

FreshRealm, LLC

Statements of Members’ Equity (Deficit)

FreshRealm, LLC

Statements of Cash Flows

Note 1 – Description of Business and Basis of Presentation

Description of business – FreshRealm, LLC (the “Company” or “FreshRealm”) is headquartered in Ventura, California. The Company is primarily involved in the sales, production and distribution of fresh food meal kits and related products to national retail grocery businesses and home meal distribution providers. Using its cloud-based platform, the Company connects its customers to a national network of food suppliers, food makers and food packers. In the home delivery segment, the Company’s containers are 100% recyclable and the porters in which the food is shipped are reusable. In 2017, the Company started utilizing its platform to supply fresh food meal kits to retailers. This customer base has grown and represents the majority of the Company’s business. The Company was formed on January 17, 2013 and is owned by its members.

Note 2 – Liquidity

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses from its inception, primarily as the result of operations and technology development. The Company has a net loss of approximately $29.4 million for the year ended December 28, 2019, and an accumulated deficit of approximately $105.7 million as of December 28, 2019. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for one year after March 30, 2020, which is the date the financial statements are available to be issued. The Company’s ability to continue as a going concern is dependent upon achieving a level of sales adequate to support the Company’s cost structure and raising significant capital. Prior to attaining this level of sales, the Company plans to fund its operations through a combination of additional debt and/or equity financing. See Note 15 – Subsequent Events for additional debt fund raising obtained subsequent to December 28, 2019. There is no assurance that the Company will be successful in its efforts to continue to raise additional equity or debt financing or to realize adequate revenue and cash flows from commercial sales. The accompanying financial statements do not include any adjustments to reflect the possible effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. Management plans to pursue equity and/or debt financing as required to fund operations until it is able to generate adequate cash flows from product sales.

Note 3 – Summary of Significant Accounting Policies

Basis of presentation – The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). References to the ASC included hereinafter refer to the Accounting Standard Codification established by the Financial Accounting Standard Board (FASB) as the source of authoritative U.S. GAAP. During 2019, the Company converted to a 5-4-4 weekly calendar where the fiscal year consists of four quarters of 13 weeks grouped into one 5-week month and two 4-week months. The fiscal year 2019 ended on Saturday, December 28, 2019.

Use of estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that are believed reasonable under the

Note 3 – Summary of Significant Accounting Policies (continued)

circumstances. Actual results could differ from those estimates. The Company evaluates these estimates on an ongoing basis, including those related to useful lives of intangible assets, unit-based compensation expense, property and equipment, and legal contingencies, among others.

Cash – The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. At December 28, 2019 and December 31, 2018, the Company’s cash consisted of amounts held as bank deposits.

The Company has provided a letter of credit to the landlord for one of its leases in the amount of approximately $349,000 as of December 28, 2019 and December 31, 2018. The letter of credit has a term of 12 months and renews automatically each year in the event the lease is still in effect. The amounts associated with the letter of credit have been classified as restricted cash on the accompanying balance sheets. The restricted cash is included as a component of total cash as presented on the accompanying statements of cash flows.

Accounts receivable – The Company’s accounts receivable from product sales are recorded at contracted prices. The company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal accounts receivables are generally due 15 days after issuance of invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer. The allowance for doubtful accounts amounted to approximately $0 and $299,000 at December 28, 2019 and December 31, 2018, respectively.

Accounts receivable included a past due amount of $251,000 from one of the Company’s customers that was converted to a short term note receivable in August 2018 with interest of 10% per annum payable in eleven monthly payments of principal and interest of $24,000. The outstanding balance is reflected as notes receivable as of December 31, 2018 and was paid in full by December 28, 2019 (see Note 7).

Property and equipment – Property and equipment are stated at historical cost less accumulated depreciation. Depreciation expense for furniture and fixtures is computed using the straight‐line method over the estimated useful lives of the assets, generally three years. Depreciation expense for porter parts is computed using the units of production method, which depreciates assets based on frequency of usage, generally 50 occurrences.

Inventory – Inventories are stated at the lower of cost or net realizable value. Cost is determined principally by the first-in, first-out method. Costs include materials, labor and manufacturing overhead.

Any write-down of inventory to the lower of cost or net realizable value creates a new cost basis that subsequently would not be marked up based on changes in underlying facts and circumstances. On an ongoing basis, the Company evaluates inventory for obsolescence and slow-moving items. This evaluation includes analysis of sales levels, sales projections, and purchases by item. If our review indicates a reduction in utility below carrying value, we reduce inventory to a new cost basis. If future demand or market conditions are different than our current estimates, an inventory adjustment to write down inventory may be required, and would be reflected in cost of goods sold in the period the revision is made.

Note 3 – Summary of Significant Accounting Policies (continued)

Capitalized software development costs – In accordance with applicable accounting standards, direct costs of the Company’s internal use software development incurred during the application development stage are capitalized until the software is substantially complete and ready for its intended use. The costs capitalized are limited predominately to payroll and the payroll-related costs of employees who are directly engaged in the application development stage in which activities include software configuration, interfaces, coding, installation of hardware, testing, and parallel processing. Costs included in the preliminary project and post-implementation operation stages are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life which is approximately three years. During the years ended December 28, 2019 and December 31, 2018, the Company capitalized approximately $0 and $181,000, respectively, of gross costs related to salaries and wages.

Salaries and related expenses – Salaries and related expenses consist primarily of personnel and related expenses, including wages, benefits, unit-based compensation and bonuses.

Unit-based compensation – The Company grants unit-based awards to employees and directors, including profit interest units and options, which are accounted for in accordance with ASC 718. The fair value of each grant is estimated on the grant date and is recognized as an expense over the vesting period net of estimated forfeitures.

Income taxes – The Company is a limited liability company which was treated as a partnership for federal income tax purposes and did not pay U.S. income taxes on its taxable income up through December 15, 2018. Through this point, earnings and losses of the Company were included in the individual returns of the members and taxed at the member level. Therefore, no provision or liability for federal income taxes was included in the financial statements for activity up through December 15, 2018.

On February 27, 2019, the Company filed an Entity Classification Election with the Internal Revenue Service to be treated as a corporation for U.S. federal and state income tax purposes effective December 16, 2018. As a result, for activity subsequent to this point the Company accounts for income taxes under the asset and liability method of ASC 740, where deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. A full valuation allowance for deferred tax assets has been provided because the Company believes it is not more likely than not that the deferred tax asset will be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods.

The Company uses a recognition threshold and measurement process for accounting for uncertain tax positions and also provides guidance on various related matters such as de-recognition, interest, penalties, and disclosures required. Generally, the Company is subject to examination by U.S. federal (or state and local) income tax authorities for three to four years from the filing of a tax return. The Company does not have any entity-level uncertain tax positions as of December 28, 2019 or December 31, 2018.

The Company converted to a calendar year-end effective December 31, 2017. FreshRealm filed its 2016 tax return for the fiscal year ended October 31, 2017, and a short period 2017 return for the period

Note 3 – Summary of Significant Accounting Policies (continued)

November 1 through December 31, 2017. The Company filed a return covering the period from January 1, 2018 through December 15, 2018 as an LLC, as well as a stub return as a corporation from December 16, 2018 through December 31, 2018.

Fair value of financial instruments – The Company accounts for the fair value of financial instruments in accordance with the provisions of FASB ASC 820, Fair Value Measurement. This standard defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an “exit price”) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 applies to all accounting pronouncements that require fair value measurements.

The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses, and notes payable. The carrying values of cash equivalents, accounts payable, and accrued expenses are representative of their fair values due to their short‐term maturities.

Revenue recognition – On January 1, 2019, the Company adopted FASB ASC Topic 606, Revenue from Contracts with Customers using the full retrospective approach. Revenues under ASC 606 are recognized when the promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitles to in exchange for these goods or services. There was no impact to the Company’s historical financial statements resulting from the adoption of ASC 606.

The Company purchases food from various manufacturers, and assembles it into meal kits for retailers or packs it into porters. Once the packing is complete, the meal kits are delivered to retailer distribution centers and the porters are loaded into the third-party carrier’s truck and shipped to the customers. The Company recognizes revenue associated with its performance obligation at a point in time, generally when the product is delivered to its customers, which is typically the grocer retailer.

Subsequent events – Subsequent events are events or transactions that occur after the balance sheet dates but before financial statements are issued. The Company recognizes and discloses the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing the financial statements. The Company’s financial statements do not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheets but arose after the balance sheet date and before the financial statements are issued.

The Company has evaluated subsequent events through March 30, 2020, which is the date the financial statements were available to be issued.

Recently issued and adopted accounting pronouncements – In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02 – Leases (Topic 842). This update’s purpose is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This update affects any entity that enters into a lease, with some specified scope exemptions. The amendments in this update are effective for fiscal years beginning after December 15, 2020. The Company is currently

Note 3 – Summary of Significant Accounting Policies (continued)

evaluating the method of adoption to use. The Company expects most of its leases to be recorded on the balance sheet as a result of adopting the update, which is expected to have a material impact on the balance sheet.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force). The standard is intended to eliminate diversity in practice in the treatment of restricted cash in the statement of cash flows and requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. For the Company, the amendments in ASU 2016-18 are effective for annual periods beginning after December 15, 2018, with early adoption permitted. The Company has adopted this guidance for the year ended December 31, 2018 and has classified restricted cash as part of total cash on the statements of cash flows.

Note 4 – Property and Equipment

Property and equipment at December 28, 2019 and December 31, 2018, consists of the following:

Depreciation expense was approximately $1,373,000, $1,049,000 and $709,000 (unaudited) for the year ended December 28, 2019, December 31, 2018 and December 31, 2017, respectively.

Note 5 – Inventory

Inventory consisted of the following at December 28, 2019 and December 31, 2018:

Note 6 – Software Development Costs

Capitalized software development costs relate to software developed for internal use. Capitalized software is amortized on a straight-line basis over the estimated useful lives of 3 years. Capitalized software at December 28, 2019 and December 31, 2018 consisted of the following:

Future scheduled amortization expense related to these assets as of December 28, 2019, is as follows:

Amortization expense for the year ended December 28, 2019, December 31, 2018 and 2017 was approximately $902,000, $993,000 and $882,000 (unaudited), respectively.

Note 7 – Notes Receivable

The following is a summary of notes receivables outstanding as of December 28, 2019 and December 31, 2018:

The Company also entered into a series of convertible promissory notes with a customer during 2018 for an aggregate total of $2,000,000 bearing interest at 12% per annum. All unpaid principal and interest are due on the earlier of December 31, 2019, or upon a qualified financing or change in control of the customer, as defined in the agreements. Upon a qualified financing or change in control of the customer, the Company shall have the option to convert the outstanding note balances into shares of the customer at a conversion rate equal to 80% of the price per equity sold by the customer in the financing or change of control. If the notes are still outstanding at December 31, 2019, the Company shall have the option to convert the outstanding note balances into the most senior outstanding preferred equity instruments of the customer at a conversion price equal to the price paid by purchasers in the most recent equity sale.

Note 7 – Notes Receivable (continued)

The Company has fully reserved for the note receivable balances as of December 31, 2018 which was written off during 2019.

Note 8 – Members’ Equity

The Company’s Amended and Restated Limited Liability Company Agreement (the “Operating Agreement”) dated July 31, 2013 allowed for the issuance of 1,271,075 Class A units. The Operating Agreement has been amended based on a written consent of the board as needed to allow for additional units issued. As of December 28, 2019, the Company was authorized to issue up to 3,580,379 Class A units. In January 2020, the Company’s Board of Directors increased the authorized units by 1,943,522 units to cover the additional units issuable relating to planned equity sales. As a result, the Company has 5,523,901 authorized units to be issued.

During the year ended December 31, 2018, the Company sold 401,325 Class A units for proceeds of approximately $16,000,000. During the year ended December 31, 2017 (unaudited), the Company sold 764,855 Class A units for proceeds of approximately $28,005,000.

During November and December 2019, the Company entered into a series of agreements with investors that provide for the automatic conversion of amounts invested into the Company’s equity units at $6.02 per unit on January 31, 2020. From the investment date though the conversion date, the amounts earn interest at 10% per annum. As of December 28, 2019, the Company recorded an aggregate total of approximately $7,763,000 in members’ equity, including proceeds received of approximately $4,988,000 and the conversion of pre-existing debt of approximately $2,710,000, and accrued interest of $65,000. As of December 28, 2019, the Company had 1,289,623 Class A equity units issuable related to these amounts.

Subsequent to the year ended December 28, 2019, the Company received additional investments of approximately $472,000 with the same terms as above. On the conversion date of February 3, 2020, the Company issued a total of 1,377,318 equity units for the conversion of approximately $8,292,000, including $121,000 of accrued interest.

Note 9 – Unit-Based Compensation

Profit Interest Units (PIUs)

Under the terms of the Company’s Operating Agreement, the Company is authorized to issue up to 195,555 PIUs to employees or other service providers with the purpose of attracting and retaining the best available personnel. PIUs are membership interests in the Company that vest over a period ranging from immediately to five years from the date of grant. Each PIU grant agreement contains a floor value, equal to the estimated fair value of the Company on the date of grant. Upon a sale or dissolution of the Company, PIUs do not receive any value for their units unless the proceeds from sale or dissolution is greater than the floor threshold established in the grant agreement. Accordingly, PIUs have no value on the date of grant.

Note 9 – Unit-Based Compensation (continued)

The Company accounts for PIUs at the fair value of the membership units on the date of the grant less the floor value per unit. As the floor value equals the estimated fair value on the date of grant, there is no expense recognized in the statements of operations for the year ended December 28, 2019, December 31, 2018 or 2017 (unaudited).

The following is a summary of the PIU activity for the periods below.

As of December 28, 2019, 73,745 of the outstanding PIUs were vested. The remaining unvested units are scheduled to vest over periods extending through May 2023.

2018 Equity Incentive Plan

The Company has adopted the 2018 Equity Incentive Plan (the “Plan”) which provides for the Company to grant options and other unit-based incentive awards to key employees and other service providers. Under the terms of the Plan, 75,084 units in the Company have been reserved for satisfaction of awards issued under the Plan. The exercise price (or base value from which appreciation is to be measured) of any awards made under the Plan will be the fair value of the units on the date of the grant. Any awards made under the plan have a maximum term not to exceed 10 years. In December 2018, the Company commenced granting options to employees, which represented the first awards issued under the Plan.

The fair value of each option is estimated on the grant date using the Black-Scholes option pricing model using the assumptions noted in the following table. As there is no active market for the Company’s membership units, the volatility was estimated as of each grant date using an index of comparable publicly traded companies. The expected life represents the average between the vesting period and contractual life of the options. The risk-free interest rate is based on published U.S. Treasury Department interest rates for the expected terms of the underlying options.

Note 9 – Unit-Based Compensation (continued)

The following summarizes the option activity for the periods below: