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C is corrent because the Securities Act of 1933 requires that a plaintiff need only prove that damages were incurred (i.e. that the plaintiff suffered a loss) and that there was a material misstatement or omission in the registration statement.
A is incorrect because no proof of negligence or fraud is required to bring this type of action under the 1933 Act.
B is incorrect because there is no requirement under the Securities Act of 1933 that the plaintiff must have given value for the security in order to recover damages if there has been a material misstatement in a registration statement.
D is incorrect because third parties can sue without having privity of contract with the issuer.