Genoptix, Inc. (GXDX)

Unaudited Pro Forma Balance Sheet

The unaudited pro forma balance sheet information in the accompanying balance sheet assumes the following transactions that were completed subsequent to September 30, 2007 had occurred on September 30, 2007:

•                  On October 31, 2007, the Company repaid all outstanding long-term debt in connection with the Company’s IPO;

•                  On November 2, 2007, the Company completed its IPO whereby it sold 4,736 shares of common stock at $17 per share and received net proceeds of $73,860 (after underwriting discounts and commissions and estimated offering costs not yet paid as of September 30, 2007). The sale of these shares included the underwriter’s exercise in full of their option to purchase 450 additional shares;

•                  On November 2, 2007, the 52,401 outstanding shares of convertible preferred stock automatically converted into an aggregate of 11,032 shares of common stock upon the closing of the Company’s IPO; and

•                  On November 2, 2007, the Company filed an amended and restated certificate of incorporation to authorize 100,000 shares of common stock and 5,000 shares of undesignated preferred stock.

Pro forma net proceeds from the Company’s IPO were determined as follows: