On October 9, 2025, the Chalfonte Foundation filed an Affidavit of Interest in Real Property with the Wayne County Register of Deeds, establishing a formal recorded interest in 4620 Cass Avenue and the adjoining Annex. This marks the beginning of the documented acquisition process. The Commercial Real Estate Purchase Agreement was subsequently executed between Charles Roy (or his designated entity) and the Chalfonte Foundation. Closing was targeted for May 6, 2026; the parties may mutually extend as needed, with the requirement that the Land Contract execute within 60 days of the purchase agreement signing.

The transaction involves four coordinated legal events occurring simultaneously at closing: (1) transfer of the real property from Cass Café, Inc. to 4620 Partnership LLC (Chuck Roy's designated entity); (2) exchange of Chuck Roy's 84.5% Preferred Stock in Cass Café, Inc. for that property transfer; (3) the Chalfonte Foundation's purchase of the property from 4620 Partnership LLC via Land Contract; and (4) the Foundation's release of its October 2025 Affidavit of Interest. Chuck Roy will separately execute an Affidavit of Forgiveness canceling $466,963 in shareholder loans owed by Cass Café, Inc.

Land Contract Section 8 requires the Foundation to pay all property taxes before delinquency and provide proof of payment to 4620 Partnership LLC within 30 days of each due date. However, the same section expressly provides: "in the event the Property is granted a property tax exemption by the City of Detroit Assessor, Buyer shall satisfy the proof of payment requirement by providing Seller with documentation evidencing such exemption."

This means the Land Contract already anticipates and accommodates the property tax exemption filing. The Foundation's obligation shifts from paying taxes to delivering exemption documentation. Michigan property tax exemption applications under MCL 211.7o must be filed by December 31 of the year preceding the tax year for which exemption is sought. If the transaction closes in 2026, filing by December 31, 2026 would seek exemption for the 2027 tax year. The 2026 property tax should be budgeted conservatively unless counsel confirms an earlier effective date. Detroit's commercial millage rate of approximately 67–70 mills on a $1,025,000 property implies annual taxes of $68,000–$72,000 if not exempt — this figure is far higher than the $15,000–$20,000 estimated in earlier planning. The exact assessed value (which may differ substantially from the $1,025,000 purchase price) must be confirmed with the Detroit assessor's office.

The Annex is a 607-square-foot parcel (part of Lot 16, Stimson's Subdivision) with a complex metes-and-bounds legal description tied to building walls, referencing a building "excised on February 26, 2004." This 2004 excision is the likely source of the title complexity requiring a commitment rather than a final policy at closing. The Land Contract gives the Foundation 12 months post-closing to satisfy the Annex title commitment requirements, with Seller cooperation required throughout that period.

The Annex houses the Village Radio Detroit studio — a direct charitable use that strengthens the property tax exemption argument for that portion of the property. All documentation of the Village Radio use should be maintained and presented as part of the exemption filing.

Cass Café, Inc. ceased food and beverage operations in July 2022 after nearly thirty years at 4620 Cass Avenue. The 2022 federal tax return (Form 1120, prepared by Luzynski & Associates PC) reflects the last partial year of active restaurant service. The 2023 and 2024 returns document a dormant legal entity — minimal activity, primarily maintenance costs, depreciation, and professional fees. These three years together establish what it costs to run the café when open and what it costs to hold the building when dark.

Note: the building appears on the 2022–2024 balance sheets as a corporate asset because the real estate transfer has not yet occurred. Once the transaction closes, the building leaves Cass Café, Inc.'s balance sheet entirely, and the corporation holds only operating business assets.

Monthly DTE bills from August 2021 through April 2026 document the full utility profile across active operations, closure, and dormancy. The café's peak DTE months were June–August (summer cooling and refrigeration load) and December–March (commercial heating). The post-closure drop is sharp: from a peak of $2,151 in July 2022 to $361 in November 2022. The most recent bill on file (April 2026) shows $161.41 — essentially the base service charge for a dark building.

Cass Café, Inc. is conducting a private offering of Preferred Stock to a select group of individuals and organizations. The offering is not a public offering. It will be announced exclusively to members of the Chalfonte Foundation and Cass Café, Inc., family and friends of members, staff, advisory board members, and executive board members. No general solicitation. No advertising. No public announcement. The offering is private in the fullest sense — it exists within the community that has built and sustained this institution for three decades.

The offering as described — limited to members, family and friends of members, staff, advisory and executive board members — is consistent with a Regulation D Rule 506(b) private placement exemption. Under Rule 506(b), an issuer may sell securities to up to 35 non-accredited but sophisticated investors and an unlimited number of accredited investors, provided there is no general solicitation or advertising. The announcement to members and their networks, without any public communication, is consistent with this framework.

Key requirements that must be satisfied before the first dollar is raised: (1) the offering must be documented in a Private Placement Memorandum (PPM) or equivalent disclosure document — the investor package documents currently in circulation do not substitute for a PPM; (2) each investor must complete a subscription agreement; (3) accredited investor status must be verified for any investors relying on that status; (4) the required Form D filing must be made with the SEC within 15 days of the first sale; (5) any Michigan-specific exemption filing must be completed with the Michigan Department of Licensing and Regulatory Affairs. Howard & Howard must prepare or review all of these documents before the offering opens.